Annet Aris on ASML’s success and effective Corporate Governance

Annet Aris, ASML is one of the ultimate crown jewels of Europe’s corporate landscape. From 2015-2025 you were intimately involved with the company as its Vice-Chair. What role does a supervisory board play, and what makes an effective board?

There’s no simple answer, but if we step back, a board has three main roles. The first is to ensure the house is in order—accurate financials, robust control systems, compliance, etc.

The second is strategic oversight. Just like in Germany, with its two-tier board system, a Dutch supervisory board doesn’t design strategy but challenges and approves it and the ensuing major strategic decisions such as mergers or investments. It must challenge management: Is the strategy comprehensive? Is there a proper balance between value creation and risk?

The third—and, I believe, the most important—is being the employer of the management board. This involves assessing whether the executive team is the right one. Are team dynamics healthy? Do they have the right competencies for the future? Also, are they compensated fairly, and what KPIs are they measured against?

Because of these diverse roles, boards need members with different mindsets: detail-oriented individuals for governance and risk, strategic thinkers for vision, and empathetic individuals to support executives in their often-isolated roles. A high-performing board brings all of these skills together and works with trust and transparency—especially in its relationship with the executive team.

Already the first task—keeping the house in order—seems a daunting one, especially in the aftermath of scandals such as Wirecard. How much insight does the supervisory board really have?

There’s always a risk. Every year, many boards sign off on accounts and compliance. You’ll always find outliers where something goes wrong—Wirecard was one of those. It doesn’t mean the entire system is flawed, but it’s a wake-up call.

As a board member, especially if you’re only present every few months, you rely heavily on internal and external auditors as well as regular more informal interaction with the CFO and his/her team. It’s critical to ensure these auditors are competent and independent. In Germany, we’ve seen tighter regulations and a focus on audit quality as a result.

What are the red flags you look out for to spot something going wrong?

They are both qualitative and quantitative. When you’re in meetings with the management, you can sense confidence or discomfort. Small inconsistencies—soft signals—should prompt deeper probing. If issues surface, they may indicate larger underlying problems.

Corporate Germany is often criticized for its poor corporate governance. You have worked on both German and Dutch supervisory boards. Is there something that we can learn from our neighbors?

Let’s not underestimate German boards—many are very professional. However, traditionally, Dutch boards have been more open and less formal, which facilitates richer debate. German board meetings have in the past tended to be mere box-ticking exercises. That said, Germany has changed. In the past four or five years, a new generation of board members has emerged.

In Germany, employee representation sits directly on the board. In Holland, works councils can nominate one-third of board members, but the board members remain independent. What difference does that make?

Direct employee representation can complicate strategy discussions—especially regarding issues like footprint optimization—but the dynamics are improving with a more open atmosphere, and employee representatives are increasingly engaging with broader company issues.

Can we afford to complicate strategy discussions at a time when our legacy industries face major challenges? Are German companies nimble enough to confront them?

Complexity isn’t new—there’s always been volatility. What’s different now is the speed of technological change. German companies are often cautious and slow to act, but once committed, they execute with discipline. Sometimes being second can be advantageous, avoiding the mistakes of first movers.

During the time that you served on ASML’s board, the company’s market capitalization increased more than sixfold. What are the main reasons for this extraordinary rise?

A relentless drive for improvement, bold and substantial investments in innovation, and an exceptional level of customer proximity. ASML addresses some of the most complex technological challenges to enable ever-increasing computing power. To achieve this, the company seeks out even the smallest improvements across every possible area. ASML has always maintained a close relationship with customers such as TSMC and Intel to fully understand their needs. It also promotes deep industry collaboration with partners like Germany’s Trumpf and Carl Zeiss, with whom ASML works on laser and optics technologies to meet those demands.

ASML’s eventual breakthrough with EUV technology was, for a long time, far from certain. How did the supervisory board handle this level of uncertainty?

At ASML, decisions involve trust in the team and relentless forward momentum. There is no ROI analysis on board level for every individual R&D investment—you often just have to commit based on the bigger picture. In more traditional industries like automotive, decision-making is more specific use case and budget focused. But ASML operates in a very different environment: it invests billions in R&D without immediate returns, guided by a long-term strategic vision.

Since last year, ASML has a new CEO. What were the factors the supervisory board considered in the selection process?

Ideally, you promote from within—someone who understands the company’s technology and culture. But you also need some external perspectives to avoid becoming insular. The new CEO at ASML has deep internal experience, while other executive board members bring outside knowledge in key areas like customer and supplier management.

With its global supply chain and large customers in China and the US, ASML faces extraordinary geopolitical risks and again great uncertainty. How does the board engage with management to navigate this new era?

The management tries to explain to governments what is at stake and plans scenarios and the board acts as sounding board. Ultimately the company has to adapt to what governments decide.

There’s ongoing debate in corporate governance about whether supervisory board members should own shares to ensure „skin in the game.“ Warren Buffett supports the idea — others disagree. What’s your view?

The Dutch governance code discourages it. I personally believe board members shouldn’t own shares, as it can skew decision-making—for example, favoring share buybacks over investment. Your role is to protect long-term value, not short-term gains.

Mrs. Aris, many thanks for this conversation.

For the German-language version of this interview, please use this link.