Governance in Dutch Semipublic Enterprises:
lessons to be learned?
Paper for the ILERA Conference, June 2013
Rienk Goodijk
Professor of Governance in the Semipublic Sector
TiasNimbas Business School/CBMO, Tilburg University
Senior-consultant HRD-firm GITP
Email: r.goodijk@gitp.nl
1. Introduction
Since the 90’s, Dutch public companies such as health care organizations, housing
corporations or educational institutions/schools, have – more or less, in a certain sense –
been privatized.
To meeting the new requirements of regulation, they developed new forms of governance.
Most of them made in imitation of the governance in the profit sector, the choice for the twotier board system including a board of executive directors and a separate board of
independent supervisors.
Last few years however, practices and research findings show that the governance of
several of these private public enterprises (PPE’s) has not been developed properly.
They have been confronted with severe governance problems.
Problems arose in case the top management focused too much on short term outputs, was
taking high and irresponsible risks or enriched oneself.
Dominant and arrogant CEO-leadership easily lead to exceeding limits. And many
supervisors were operating too much at a distance and proved to be incompetent to critically
monitor and review the management decisions and to organize countervailing power needed.
Governance seemed unbalanced, research showed a lack of checks and balances.
What could be learned from these failures? We are questioning to what extent the
governance of these ‘semipublic’ enterprises is not functioning adequately and should be
improved and whether or not the governance problems should be considered as being
incidental or structural. Or, is the governance model as such, copied from private company
governance, not suited to the specific needs of the semipublic sector?
Most probably, the problems are caused by a mix of various deficiencies in semipublic
governance issues and in the behaviour of more than one single person.
Dominant top management behaviour for instance, is not by definition problematic provided
that the supervisory board operates properly.
In this paper we analyse the underlying reasons for insufficient working governance in the
semipublic domain and we specifically focus on the task en responsibility of the supervisory
board in the Dutch dual board system.
First, we will briefly describe the main characteristics of corporate governance in the profit
domain in the Netherlands, because the supervisory board model in the semipublic sector
has largely been copied from the private governance model and it has increasingly been
questioned whether this supervisory board as developed meets the requirements of
adequate supervision in the specific semipublic sector.
Next, we describe some important aspects of the developing semipublic sector since the 90’s
to understanding the context of the governance problems.
Perhaps new concepts of supervision are needed to re-balance the governance in
semipublic enterprises and to overcome the shortcomings.
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The paper is based upon extensive desk research and more specifically on our own research
on the functioning of supervisory boards in various sectors of the semipublic domain:
* Questionnaires to getting deeper insight in the supervisors’ opinions on their own
functioning and possible improvements in the governance model: in health care
organizations (response rate 35%) and in all of the school sectors (response rates ranging
from 11 till almost 90%) (Blokdijk & Goodijk, 2011 and 2012).
* Several case studies: in depth interviews with directors, supervisors and stakeholders to
investigating specific aspects, situations and circumstances of governance (described in:
Goodijk, 2012).
* Research documents provided by experts to investigate and to analyse some of the wellknown failures of governance (collapses).
We analyse the underlying reasons of failing governance of semipublic enterprises operating
anywhere between government and market.
In this paper some main patterns of shortcomings in the governance will be unfolded: the
unclear roles and responsibilities of boards and persons in the governance, the information
gap between executive directors and supervisors, the lack of countervailing power and the
so-called accountability vacuum.
Not only possible improvements will be presented. The research findings also provide us with
deeper insight in the shortcomings of the governance model as such.
2. Corporate governance in the Netherlands
In the Netherlands, the corporate governance model is generally – and legally – based on
the two-tier board principle: two separate boards, the board of directors (the executive
management board) and the board of supervisors (the independent non-executives. In the
specific Dutch system of labour relations with its strong focus on consensus, trust and
stakeholder involvement, the boards have traditionally had a rather exceptional position and
responsibility, that of policy making, monitoring and control not only on behalf of the
shareholders but on behalf of the company as a whole and all the stakeholders involved. The
board of executive directors must take into account all the share- and the stakeholder
interests while the independent supervisory board has to control the board of directors in the
best interests of the company.
Since the nineties, several codes have been developed (such as the Tabaksblat code for
large listed companies, in 2003), not only for the profit companies but also for the not for
profit sector. Main issues in the corporate governance debate included the improvement of
the information flow to the (especially minority) shareholders, the functioning and the
accountability of the board of directors and the composition of the supervisory board.
Under Dutch rules, the supervisory board had the right to appoint its own members, being
independent of the management and the shareholders and stakeholders, striving for
homogeneity and acting consensus oriented. Both the shareholders’ meeting and the works
council had the right to propose candidates and to object to the appointment of particular
candidates.
In 2004 however, the Dutch Parliament decided to change the so-called co-option model
(where the supervisory board appointed itself) by providing the shareholders – in line with the
more Anglo-Saxon model – the right to formally appoint the members of the supervisory
board and by giving the works council the right to select and to nominate a third of the board
members.
Notwithstanding these changes, the corporate governance is still based on principles of cooperation, equivalence, confidence and consensus. The Dutch company is considered to be
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a co-operation of employer and employees with a longer term perspective and having open
relationships with both the shareholders and the stakeholders (the so-called institutional
firm). The company boards are responsible for balancing all the different stakeholder
interests and to gaining their confidence. The main principle is the stakeholder approach
which assumes that both the boards have to function on behalf of the company as a whole
and all the relevant stakeholders and should balance pluralistic claims.
3. Development of semipublic enterprises since the 90’s
Now, we describe some important aspects of the developing semipublic sector since the 90’s
in the Netherlands.
In origin set up by private initiatives (churches, philanthropists, others), public activities such
as health care, housing and schools have little by little been taken over by government
during last century. Since then, these growing activities were organized under the influence
and the financial guarantees of the government and within a rather stabile context. The
‘public’ directors of these organizations were supposed to especially represent the public
interests.
Since the deregulation and the decentralization in the 80’s and 90’s, health care
organizations, housing corporations, schools et cetera were developing towards semipublic
companies more at a distance from government, choosing for own governance institutions
(obliged to separate management and supervision) and having more autonomy to enterprise.
They changed from pure public companies (governmental departments) towards more
privatized semipublic enterprises confronted with market aspects. At the same time many of
these companies copied their model of supervision form the private sector and introduced
the supervisory board to monitor the board of executive directors (see figure 1).
public task
governmental dpt/guarantees
organizational simplicity
stability/security
small scale
public and private activities
business model (‘at a distance’)
organizational complexity and hybridity
dynamic context of stakeholders
large scale/conglomerates
Figure 1: From public companies towards PPE’s: some general characteristics
Many of these semipublic enterprises became part of larger conglomerates by mergers and
collaborations. Moreover, most of them were combining both public and private activities and
had increasingly to deal with market-mechanisms in a dynamic context of stakeholders.
Consequence of developing more ‘at a distance’ is that semipublic enterprises have to
position themselves between public rules and financial autonomy. Top management and
(internal) supervisors are provided with more responsibilities and government has reduced
opportunities – for instance by external supervising institutions – to intervene if needed. This
new position requires more professionalized management and internal supervision. Branch
codes have been introduced to stimulate the processes of professionalizing.
Last few years however, government tends to reduce the semipublic enterprises’ autonomy
and is looking for new regulations to intervene. In case of failing governance it is not really
clear to what extent external supervision still has the right to directly intervene in
management practices and bypass the internal governance of the PPE.
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The privatization and large scaling of the semipublic sector have led to more
commercialization and hybridization of the enterprises: combining public and private
activities, dealing with new forms of financing and costing and coping with various
stakeholder interests and dilemmas, operating in large scale collaborations.
The organizational complexity and the context dynamics have increased. Management has
to deal with the complexity of products and internal processes and with competing claims
from government, financers/funding partners, private investors, contracting parties,
stakeholders et cetera. Therefore management and supervision of many of such enterprises
have become extremely complex.
Besides, management and supervisors are increasingly challenged to cope with the AngloSaxon principles of governance and leadership: the free market orientation, the preference
for the one-tier board system, more hierarchical leadership, the instrumental human capital
approach et cetera. These principles might lead to more clarity in leadership and
accountability in the governance of semipublic enterprises, but can also lead to the neglect of
the public interest/value, to preferring cost reductions to quality improvement or to
decreasing motivation of professionals.
4. Governance problems
Since the 90’s, several codes were introduced to stimulate and to improve the governance
of semipublic enterprises.
Improvements have been made but primarily in ‘technical sense’. In this paper we specifically
focus on the functioning of the supervisory boards.
Research findings over the years have proved that supervisory boards are making more use
of profiles to increase and to broaden their expertise, do have better regulation and by-law
for their working method and are paying more attention to forms of self-evaluation and
accountability.
Our research on the functioning of the supervisory boards in the health care sector for
instance (Blokdijk & Goodijk, 2011), showed the following developments (see figure 2).
1998
2002
2005
2008
2010
Some characteristics:
Average board size
Average age members
Diversity (male/female)
Expertise members
Profile
Max sitting term members (8 yrs)
Board regulation (by-law)
Board committees
Review-criteria
Self-evaluation
Board account in Annual Report
7 members, tending to 6,5
50-65, tending from > 60 to 50-60
% women 25, increasing to 27
financial, juridical; growing attention to health care
27%
39%
5%
38%
40%
52%
12%
85%
88%
93%
67%
63%
89%
83%
Figure 2: Development of the functioning of health care supervisory boards (period 1998 – 2010),
overview based upon Blokdijk & Goodijk (2011, pp. 82-84)
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Notwithstanding the improvements, most supervisory boards of semipublic enterprises are
still scoring low in aspects such as: information and data processing, having substantial
influence on management decision making, corrections and intervening if needed,
transparency and accountability.
Last few years we have more explicitly focused our research on the governance problems of
supervisory boards in the semipublic sector and the underlying reasons (and patterns) for
failing supervision. Case studies and research documents provided us with deeper insight in
the underlying reasons of poor governance.
The research findings up to now, affirm that in many semipublic enterprises supervisory
board governance has not been developed properly (Goodijk, 2012, p. 44).
Main (interrelated) governance problems seem to be (figure 3):
1. The unclear roles and responsibilities of the (members of the) supervisory boards and their
limited (narrow, old fashioned) task perception.
Clarity of roles and responsibilities highly depends on company specific regulations/statutes
and by-laws (not prescribed by law). And the task is in general, too much focused on formal
and re-active financial control: supervision operating too much at a distance and providing
the top management with too much uncontrolled entrepreneurship.
2. The information asymmetry between executive directors and supervisors: supervisory
boards’ lack of view on and insight in the operational processes (operating too much at a
distance), neglecting signals and early warnings; leading to a high information dependence,
insufficient insight in risks, also providing the top manager with too much power.
3. Too much of complaisant behaviour and therefore: a lack of countervailing power and
(skills as well as methods for) interventions if needed: far from the critical debate necessary
for good and balanced governance, not used to correct or to intervene.
4. CEO’s dominancy (dominating the decision making, taking too much risks, easily
becoming arrogant), not adequately controlled/guarded by the supervisory board.
5. The lack of formal accountability: semipublic enterprises, mostly having the foundation as
legal form, do not have shareholders to whom they are accountable. The actual
accountability depends on the initiatives of the board(s), whether or not organizing adequate
methods of stakeholder dialogue, taking account of or neglecting stakeholder interests and
winning or losing ‘public’ confidence.
unclear roles/narrow task perception
accountability
vacuum
dominant/arrogant
topmgt/leadership
information
asymmetry
lack of checks and balances
and countervailing power
Figure 3: Coherent pattern of reasons/factors for not proper/unbalanced governance
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We can conclude that meeting the requirements of good governance in the semipublic
domain, (internal) supervision needs structural (system-) improvements as well as
behavioural changes and transformations. Introducing the one tier board system for instance,
might lead to a higher degree of supervisors’ involvement in the management decision
process, but can also be at the expense of independence and countervailing power and does
not guarantee more (pro-) active and critical behaviour. Therefore, improvements first of all
should be found in system adjustments in the dual board model and in activating personal
behaviour and board dynamics. Moreover, good governance requires the willingness and the
ability to cope with the several dilemmas inherent in the semipublic domain.
5. Coping with dilemmas
Based upon our case study research and confirmed by our experiences in practice, we can
conclude that supervisory boards are increasingly confronted with questions on focus,
function, position and interaction. To what extent should the supervisory board be involved in
the management decision process? How to combine the role of inward looking and internal
control on one side and the role of outward looking and strategic partner on the other side?
How to practice the dialogue with internal and external stakeholders without taking over the
top managers’ responsibility? And how to deal with both the countervailing power activities
and the need for a certain amount of loyalty to the management?
Case study findings show that supervisory boards should have the courage, the willingness
and the ability to cope with all the dilemmas confronted with, constantly balancing and
moving between:
* Inward looking and internal control on the one hand and outside orientation and strategic
partnership on the other hand.
* Monitoring and re-active controlling versus a more pro-active attitude/approach as direction
setter (and probably as meaning maker; compare Chait et al, 2007).
* Involvement and loyalty to the management versus distance, independence, interventions
and countervailing power.
* Formal meetings with the executive director(s) versus informal networking with
stakeholders and gathering additional information.
* Specialization (providing the board with the different expertises needed) versus the need
for integral supervision.
* Guaranteeing a certain homogeneity within the board versus striving to more diversity.
Many governance problems occur when supervisory boards are too one-sided functioning as
controlling boards at a distance (far from the operational processes) and having too much of
confidence in the top management, lacking the critical gegenüber attitude.
There is an increasing need for more active involvement and strategic partnership together
with sufficient countervailing power and adequate interventions if needed.
Good governance requires working in multiple modes of governance.
The supervisory boards’ role and responsibility can be typified with the help of the following
two dimensions (figure 4):
a) Intensity regarding involvement.
The degree of intensity of the boards’ involvement in the management decision making (from
‘rough’ to ‘intensive’): to what extent is the supervisory board involved as regards content,
without sitting down on the managements’ chair?
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b) Position in the network.
The network-positioning in the context/field of internal and external powers: to what extent is
the supervisory board making use of its network to gather additional information, to politically
influence the decision making by networking and interactions and to support the
management strategies if needed. .
active networking
(with stakeholders)
INSTITUTIONAL
ROLE
ROLE AS STRATEGIC
PARTNERSHIP
PROCEDURAL
ROLE
ROLE AS REGARDS
CONTENT
position
only a formal relationship
with the top management
involvement
rough
intensive
Figure 4: Typology of supervision based upon involvement and position
Strategic partnership encloses both the institutional role and the involvement role as regards
content and means that the supervisory board (pro-)actively provides the top management
with (strategic) advises and critiques, supporting the management in realising its mission in
the dynamic context of ‘market’ and stakeholders.
Professional supervision assumes the supervisory boards’ ability to switch between the
different roles and to combine strategic input, content and control.
6. Board dynamics and personal behaviour
Professionalizing the internal supervision of semipublic enterprises requires quality, expertise
and networking but also make high demands upon board dynamics and personal behaviour.
Actual good governance highly depends on what is really happening within the board, in the
so-called black box: the interrelationships, the matters of course, the individuals’ influence,
the taboos:
* The chairman leadership: how to prepare and to conduct the meetings, how to combine the
roles of being both the top management partner and the countervailing power, how to
stimulate the board members’ input?
* The way of consultation and decision making within the board, the room for discussion and
criticism, the exchange of information et cetera.
* The manner of dealing with tasks and problems, the working in committees and the
interactions with stakeholders.
* The teamwork: dealing with diversity, realising team decisions and collectively acting in
public.
* Dealing with unwritten and informal rules and latent taboos, being personally accountable,
correcting undesirable behaviour.
* Taking initiatives and opportunities for self-reflection and board development.
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Besides the functioning within the board, good governance also is depending on what
happens between the boards (the supervisory board and the board of directors) and the way
boards are functioning in the dynamic institutional context.
Summarizing, a semipublic enterprise is increasingly challenged to improve its governance to
meeting the new requirements and to find its own solutions. Supervisory boards have to take
into account that standardized solutions might not be satisfying any more. Diversity in
structures, complexity and context in the semipublic domain may be asking for new
contingency approaches. Improvements on good governance should probably be found in
tailor made solutions.
Last paragraphs will describe possible improvements, not by fundamentally changing the
specific Dutch dual board structure but by recommending adjustments in the system and by
further professionalizing the board(s) and its members.
7. Suggestions for improvement
As said before, one needs time to investigate what went wrong and what lessons could be
learned from bad governance practices.
Our analyses based upon questionnaires, case studies and research documents, showed
that the governance of many semipublic enterprises has not been developed properly. Forms
of unbalanced governance were caused by factors such as task perception, information
asymmetry, lack of checks and balances and accountability vacuum. Now we are
questioning whether and how the supervisory board actually can improve itself to meeting
the increased demands.
The supervisory board needs further professionalizing, both institutional and regarding to
content.
First of all, boards should supervise the top management from an explicit vision and a
framework agreed. Such a supervision framework answers the questions what the board is
responsible for and on behalf of whom and for what (to what ends) it should work. Answering
these questions make it more possible to justify one self and to accountable to ‘owners’
and/or stakeholders.
Boards can professionalize themselves internally by various means:
* Drawing up and regularly updating the board profile, to guaranteeing the expertise, skills
and diversity needed.
* Recruitment of new candidates via public advertising (to break through the old boys
network), via stakeholder involvement (recommendations or direct elections) and via
sufficient through-put (maximum of terms).
* Methods and instruments to allocating tasks, to information gathering and data processing,
to effectively monitoring the management decisions and to intervening.
* Further development of the boards’ knowledge, planning educational routes et cetera.
* Improvements of (self) evaluation and accountability.
This ‘internal professionalization’ of the supervisory board (see figure 5) is considered to be a
basic condition for the boards’ functioning in Dutch governance.
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public interests, societal norms
outside demands
enterprise characteristics
stakeholders
vision/framework
accountability
profile
(self) evaluation
recruitment
development
instruments
appointment
pay/fee
Figure 5: Overview of aspects of supervisory boards’ internal professionalizing
In many cases studied, the supervisory boards’ own responsibility has not been developed
properly yet. Indeed, governance codes have been stimulating and some more regulation
might be helpful, but rules can easily lead to box ticking and responsibility shirking. Boards
should be more aware of their broad responsibility regarding the developing semipublic
domain and the challenges enterprises are confronted with. Boards are increasingly
considered to bare responsibilities not only for the well-functioning of the enterprise and good
management decisions but also for the quality of the services taking account of the public
interests. They need to develop themselves from boards with compliance behaviour towards
guardians of public value creation.
Good governance highly depends on the extent to what boards are shaping their broad
responsibility and are realising their own tailor made solutions, such as: the boards’ vision on
and framework for supervision as mentioned before; stimulating and monitoring the
management activities to create public value; finding instruments for controlling the
management of complex en hybrid enterprises; gathering additional information by building
up relationships with internal and external stakeholders; monitoring good stakeholder
management; using intervention techniques if needed; building up some relationship with the
external supervisors; and making efforts to improve the accountability.
Value creation and legitimation should above all be found in organizing and practising active
stakeholder involvement (figure 6).
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Value creation
Input
Accountability
Stakeholder involvement
Legitimacy
Commitment
Figure 6: Link between value creation, stakeholder involvement and legitimacy
In this triangle it is all about realising input, commitment and accountability:
* Mobilising the stakeholder involvement, input and dialogue, by making use of the expertise
of the professionals within the organization, by organizing interactive sessions or surveys for
external stakeholders, by representing stakeholders in the companies’ governance et cetera.
* Getting commitment by showing and by proving, getting license to operate.
* Being accountable for the quality of services, the efficiency of management and the public
value creation.
Last paragraph will describe some new concepts of internal supervision, regarding the
boards’ responsibility, its information gathering and ability to intervene in management
decisions and its possibilities to organizing forms of accountability.
8. Some new concepts of internal supervision
Our research up to now, has showed the urgency that the supervisory board should improve
itself by professionalization and taking more account of its position and responsibility.
Moreover, new theoretical concepts to further developing the ‘construct’ and its functioning
are needed regarding the severe transformation of the semipublic sector and the challenges
top management is confronted with.
New concepts should lead to tailor made solutions for the main governance problems
described before:
* The confusion on the supervisory boards’ task, roles and responsibility (what is the board
meant for?).
* The information asymmetry between board and top management and the unbalanced
governance in terms of checks and balances and countervailing power.
* The accountability vacuum (to whom the board is accountable for).
Broader task and responsibility
Compared to the private domain, supervisory boards in the (semi)public domain do have a
broader responsibility: they are supposed to take account of societal norms and public value,
of various stakeholder interests (such as: clients, lessees, students, parents, professionals,
governmental institutions et cetera) and of the quality of the public service as delivered.
Therefore, we argue that supervisory boards have a broad(er) triple task and responsibility,
including 1) supervising the going concern (the companies’ perspective), 2) supervising the
public value creation (representing the societal demands) and 3) supervising the service
quality and stakeholders’ satisfaction (the legitimization).
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And besides that, the boards should operate more as (pro-)active strategic partners
(compare the generative task, Chait et al, 2005), working in multi governance modes of
governance as argued before.
More active information gathering and well-balanced governance
Effective boards are also considered to take more initiatives themselves to get the
information needed. The board can, for instance, develop its own supervisory information
system answering the questions: what kind of information is needed (information on the
enterprise, the environment, the relevant stakeholders), how to get this information (from
whom: the management/staff, the professionals, the client representatives, the external
accountant, other stakeholders) and how to organize the interactions (by forms of
consultation, informal meetings, networking, desk research et cetera).
Such an information system should provide the board with more selected and timely
information and will make the board less dependent on the information as delivered by the
top management:
* The information needed to shape the broad task/responsibility linked to the management
planning and control system.
* The information and the signals from the society and the environment: societal norms,
sector data, inspection and accountancy reports, research findings et cetera.
* The information and the signals from the internal and the external stakeholders: hard and
soft data on developments, processes, behaviour and satisfaction.
Well-balanced governance also requires an adequate system of checks and balances and
the ability to intervene in top management decisions if necessary.
So, supervisors can develop their own instruments such as methods of signalizing early
warnings, field of power analyses or intervention techniques.
Solutions for the accountability vacuum
Finally, we strongly recommend to find solutions for the accountability vacuum in semipublic
enterprises. Boards are not formally accountable towards (external) principles. Internally
however, top management is called to account by the supervisory board. But the supervisory
board itself is functioning in an accountability vacuum.
Especially ‘societal companies’ in the (semi)public sector analysed in this paper, should
organize forms of accountability to answering the questions on decisions made and on public
interests guaranteed.
Starting from the triple responsibility of the supervisory board (as described under the
broader task and responsibility), the board has to answer for supervising the enterprises’
functioning, for representing the public value and for guarding the service quality and client
satisfaction. But question is to whom they should be accountable for: government, society,
stakeholders, private investors, employees/professionals? The answer depends on ‘who’
should be considered most as being the owner of the semipublic enterprise.
Tailor made solutions might be found in (combinations of):
* More governmental control by strengthening the external supervision, leading to:
supervisory boards being more pressured to respond to external supervisors.
* Periodical control by visitation, more intensive control by the external accountant et cetera.
* Installing a new corporate board representing most relevant stakeholders (the so-called
target stakeholders) to which the supervisory board should be accountable.
* Organizing processes of stakeholder dialogue as part of active stakeholder management,
providing also the supervisory board with opportunities to account itself by dialogue.
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* Activating the internal stakeholders (such as the client and the works councils) to better
using their opportunities to become involved in processes of decision, appointment et cetera.
* Making use of cooperative organizational forms where ‘members’ and ‘owners’ can be
identified.
We are pleading for solutions that justify specific situations and requirements. Anyhow,
governance of semipublic enterprises needs more clarity on the relationship between
external and internal supervision and on the stakeholder dialogue and involvement.
Stakeholder dialogue is as a matter of course, first of all a management responsibility but
supervisory boards should have the own responsibility to stimulate and to control the
stakeholder management activities and to make use of the possibilities provided to take part
in the processes of dialogue and to respond.
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