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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 listed companies will need to change their bylaws to comply with the new dispositions by July 1st, 2011.
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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Please open the links below to view the bill on reinforcement of corporate governance in listed companies dd 22 December 2009(French and Dutch only).
Projet de loi visant à renforcer le gouvernement d'entreprise dans les sociétés cotées et les entreprises publiques autonomes et visant à modifier le régime des interdictions professionnelles dans le secteur bancaire et financier.
Wetsontwerp tot versterking van het deugdelijk bestuur bij de genoteerde vennootschappen en de autonome overheidsbedrijven en tot wijziging van de regeling inzake het beroepsverbod in de bank- en financiële sector.
The Chamber has adopted this bill on 11 February 2010. Click here to view the adopted text (French/Dutch only). The Senate had the right to evoke until 26 February 2010. Meanwhile, the political parties sp.a., Groen! and Ecolo have asserted this right. The deadline for examination is set for 25 March 2010.
More information on the website of the Senate: in French / in Dutch.
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2. LEGISLATION
Legal recognition of 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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