The Dutch Civil Code stipulates that, for balanced gender representation, 30% of seats on the boards of large corporations should be occupied by women. If a company does not meet this requirement, the company is compelled to be transparent in its annual report by means of the 'comply or explain' principle. This article analyses the application of this rule through content analysis of the annual reports of 52 listed companies in 2012 and 49 in 2013. The article discusses whether this rule has the desired effect of creating transparency on the gender quota. The conclusion is that the comply or explain mechanism is inadequate without further measures, including sanctions. For 2012, 21% of the companies researched made no mention in their annual report of the application of the gender quota. In 2013, 18% of the companies made no mention of it. The companies that did indicate that they did not meet the quota failed to provide the required transparency. The reasons cited for not meeting the quota are nothing more than clichéd phrases, lacking any specificity. If the Netherlands wants to achieve the European and Dutch targets with the aid of the 'comply or explain' mechanism, the government will have to introduce additional mechanisms, including sanctions - or, alternatively, steer an entirely different course.

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Erasmus School of Law

Galle, A. (2016). A closer look at the Dutch gender quota from empirical and theoretical perspective. Retrieved from