Governance 3.0: The Evolving Role of the Supervisory Board (RvC)

The corporate governance landscape is no longer just about checks and balances—it’s about creating long-term value.  

In the Netherlands, the two-tier board model, with its clear distinction between the Executive Board (RvB) and the Supervisory Board (RvC), has long been recognized for its independence and integrity. But today, amid increasing complexity, scrutiny, and speed of change, the RvC is expected to go beyond oversight to become a strategic sparring partner. 

What does this evolution look like in practice? And how can the two boards work together while preserving their independence? This article explores the changing dynamics of governance in the Dutch context—and shares reflections from seasoned board members shaping its future. 

We reached out to several board members for their views. The quotes included reflect their individual perspectives; we’ve only named contributors who explicitly consented to being quoted. 

Understanding the Dutch Two-Tier System

In the Dutch governance model: 

• The RvB (Raad van Bestuur) is responsible for day-to-day management and execution of strategy. 
• The RvC (Raad van Commissarissen) holds a supervisory role, overseeing management’s performance, compliance, and increasingly, the long-term strategic direction of the company. 

This structure is designed to promote transparency, objectivity, and long-term stakeholder value—essential qualities in a world that demands both speed and stewardship. 

From Oversight to Strategic Guidance

As Angelique Van Der Burg explains, “Supervisory Boards are evolving into more diverse and multidimensional bodies, bringing a broader skill set to the table. This diversity sharpens the dialogue with the Executive Board.” Boards are expected to challenge and advise in equal measure, and to bring perspectives that management alone cannot supply. 

Diversity sharpens the dialogue with the Executive Board. 

Striking the Balance: Strategy vs Oversight

Finding that balance is not simple. Sebastiaan Besems observed that “the role is still grounded in oversight, advice, and appointment. But it’s become tighter due to regulations, and also more collaborative as a sparring partner to the Executive Board.” 

Others pointed to the practical foundations that enable boards to think strategically. As one director put it, “Checks and balances need to be in place, so you can have the trust and headspace to focus on strategic subjects. This means boring stuff like accountants, certifications, employee surveys, open access to the Works Council…” 

Angelique adds another layer, reminding boards that “preparation is the hidden engine behind every effective boardroom conversation.” 

Preparation is the hidden engine behind every effective boardroom conversation.

Benefits of the Two-Tier Model

The Dutch model offers clear advantages: independence, built-in accountability, separation of powers, and the possibility for constructive, long-term dialogue. One director highlighted its value for objectivity, noting that “a two-tier board can be seen as more independent, which is crucial for risk and compliance oversight.” 

Key Challenges in the Current Climate

Supervisory Boards are also navigating new challenges. Information is more abundant than ever, and one member cautioned that “you must have access to all the information—without drowning in it.” 

Trust between boards can also be fragile. As Sebastiaan warned, “If the RvC feels the RvB isn’t transparent enough, mistrust can grow. Likewise, if the RvB feels the RvC is sitting too much in their chair, the relationship breaks down.” 

You must have access to all the information—without drowning in it.

What Makes Governance Future-Ready?

Board members we spoke to stressed that the RvC of the future must be diverse, digitally and geopolitically literate, grounded in governance knowledge, and curious enough to keep learning. One director said plainly, “We’re so used to taking decisions in homogeneous groups that we now have to learn to navigate differences constructively.” 

One of the women directors we interviewed echoed this with her own mantra: “Today’s Supervisory Board members must be lifelong learners. My mantra: learn something new every day; curiosity is a boardroom superpower.” 

Another director reflected on how far expectations have shifted: “It’s no longer about ‘a good conversation over a cigar.’ Board members must understand governance structures deeply and appreciate the personal implications of oversight errors.” 

Advice for Aspiring RvC Members

For those considering Supervisory Board roles, the expectations are higher than ever. Angelique offered a reminder that resilience matters: “It’s easy to be a Supervisory Board member when the sun is shining, but your real value shows in the storm. Study the tough cases. And before accepting a role, don’t just do due diligence on the company; start with yourself. Ask: will I truly add value?” 

Another director added a note of realism: “Be aware the legal responsibilities have changed. These roles are increasingly about financial oversight, not just being a strategic partner.” 

Voices from the Boardroom

Several directors shared what they believe makes an effective RvC member: 

• “Boards must shift from passive monitoring to co-creation. That means building trust, embracing discomfort, and staying curious.” 
• “It’s about calibrating your role. Sometimes you challenge, sometimes you coach. But always with integrity.” 
• “Learning when to lead, when to coach, when to advocate, and when to be bold enough to say ‘no’ — that’s the art of being an effective board member.” 

What is Governance 3.0?

The Dutch two-tier model provides a strong framework for governance, but structure alone is not enough. The quality of dialogue, the ability to build trust, and the willingness to contribute strategically while safeguarding independence will determine how effective Supervisory Boards can be. 

Governance 3.0 calls for Supervisory Boards that are independent yet engaged, grounded yet forward-looking, and experienced yet always learning. The future of governance is not about choosing oversight or strategy, but about doing both with clarity and conviction. 

Disclaimer: The views expressed in this article are solely my own, based on personal insights and professional experience, and do not represent formal advice or the views of any organization. 

About the Author

Divya Gautam is a Partner at Stanton Chase Amsterdam with more than 18 years of international experience spanning consumer products, healthcare, FMCG, startups, scale-ups, and Big 4 consulting. She advises clients on leadership, digital strategy, and organizational growth, drawing on her cross-cultural background in Asia-Pacific, India, and Europe. Divya combines strategic insight with authentic leadership, helping organizations align culture with long-term goals.