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REMUNERATION OF DIRECTORS
The law modifying the Belgian Code on Companies for share-related remuneration of non-executive directors has been published.
This law modifies art. 559, alinea 7 of the Code on Companies and extends the article to non-executive directors instead of independent directors.
Download here > (French and Dutch only) Law of 7 November 2011 on the variable remuneration of non executive directors
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DIVERSITY / QUOTA
The new law on quota of women in the board of directors has been adopted. The law obliges listed companies to have 33% of the board seats taken up by women.
Download here > Quota legislation of 28 July 2011 (French and Dutch only)
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LAW ON SHAREHOLDERS' RIGHTS
The law of 20 December 2010 on the exercise of certain rights of shareholders in listed companies was adopted and published on 18 April 2011.
The law foresees the transposition of the European Directive 2007/36/EC with the view to enhancing shareholders’ rights in listed companies. The law of 5 April 2011 sets out the coming into force and transitional phase for the listed companies in this respect, companies will have to adapt their articles of association by 1 January 2012.
Shareholders:
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Are able to vote and participate to the annual general meeting by electronic means;
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Are able to consult documents of the annual general meeting and proxy voting on the internet site of the company;
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Have the right to put items on the agenda of the general meeting and have the right to draft resolutions if they represent 3% of the share capital.
Download here > Law on shareholders rights (20/12/2010 & 05/04/2011) (French and Dutch only)
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LAW ON CORPORATE GOVERNANCE
Please open the links below to view the Law on the reinforcement of corporate governance in listed companies dd 06 april 2010 (French and Dutch only).
Download > Wet tot versterking van het deugdelijk bestuur
Télécharger > La loi visant à renforcer le gouvernement d'entreprise
The Belgian Corporate Governance Code has been imposed as the reference code for listed companies. Listed companies will be held to assign the Code as their reference code according to article 96, § 2, 1° of the Code on Companies.
Download > The Royal Decree assigning the Code (French and Dutch only)
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LAW ON THE AUDIT COMMITTEE
Since 8 January 2009, listed companies are legally obliged to establish an audit committee within their statutory management body. The law transposes the provisions of the European Directive 2006/46/EC.
The audit committee has te be composed of only non-executive members of which at least one member must be independent. This independent member of the audit committee has to have the necessary expertise in the field of accounting and audit and has to fulfill the new independence criteria the law sets out.
These new criteria will also be applicable to independent directors who are member of the committee entrusted with the assessment of intra-group transactions.
Download > Law on the audit committee > (French and Dutch only)
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