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http://www.just.fgov.be/communiques/ (French & Dutch only)
1. PROJETS DE LOI/WETSONTWERPEN (BILLS)
On March 5, 2010 the bill on the exercise of certain rights of shareholders in listed companies was adopted at the Council of Ministers.
The bill foresees the transposition of the European Directive 2007/36/EC with the view to enhancing shareholders’ rights in listed companies. The bill of 10 February 2011 sets out the coming into force and transitional phase for the listed companies in this respect.
Shareholders will :
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Be able to vote and participate to the annual general meeting by electronic means;
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Be 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 5% of the share capital.
Download here > (French and Dutch only)
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2. LEGISLATION
NEW 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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