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Start of the public consultation

Context of the public consultation

The Belgian Code on Corporate Governance (hereinafter 'the Code') was first published on 8 December 2004 and was thoroughly revised in 2009. Since June 2010, the 2009 Code has been recognised by Royal Decree as the benchmark for Belgian listed companies. The main aim of the Corporate Governance Committee (hereinafter 'the Committee') is to ensure that the provisions of the Code remain relevant for listed companies and are regularly updated based on practice, legislation and international standards. At the international, European and Belgian levels, the legal corporate governance framework has changed substantially. Moreover, the corporate governance codes in a number of countries have (recently) changed. So this is an impulse that cannot be ignored. In addition, under the leadership of Justice Minister Koen Geens, the federal government is now reviewing the current Companies Code. To provide listed companies with a mutually coordinated reference framework of 'hard' and 'soft law', it is important that the Code should take account of a number of changes that have been implemented in the Companies Code (such as) the introduction of the dual system). For all the aforementioned reasons, in 2016 the Committee started thinking about a possible revision of the 2009 Code. To this end, the Committee commissioned Allen & Overy to carry out an independent study on the 2009 Code's positioning vis-à-vis other European countries. Based on the results of this study, but also on a study of different European and international corporate governance codes and best practices, the Committee developed a proposal for a revised Code on Corporate Governance.

The goal of the public consultation

This purpose of this public consultation is to take on board comments from the listed companies and all parties involved about the draft revised Code on Corporate Governance.

Comments on all sections of the Code are welcome, but the Committee is particularly interested in visions and suggestions regarding key changes compared to the 2009 Code.

How to submit your contribution

Interested parties can respond to the Committee's proposals for the revision of the 2009 Code by answering the questions raised in the consultation document. See the end of the document for a full list of the questions. If you wish to make general comments unrelated to a specific question, clearly state the principle or provision to which the comment relates, so that it can be taken on board in the best possible way.

Responses must be submitted to the Committee (either by using the "Give your opinion" button on the Committee website or by e-mail infocgc [at] vbo-feb.be).

A public hearing on the proposal for a revised Code will be organised on 28 March 2018 from 3 pm onwards (at the FEB headquarters).

Deadline for responses

The public consultation will end on 28 February 2018.

Publication of responses

All responses will be published on the Committee website at the end of the consultation period, unless the respondents specifically request that their input remain confidential.

Next steps

Taking into account the comments and other relevant developments, in June 2018 the Committee hopes to publish the definitive version of the revised Code as well as a report listing the findings and conclusions of the public consultation.

Subject to its recognition by a new Royal Decree, the revised Code will enter into force on 1 January 2020. However, a listed company can already opt to apply the revised Code for financial years commencing on or after 1 January 2018.

Contact details for anyone seeking more information

Scientific Secretariat of the Committee:

  • Malorie Schaus – Tel. +32 (0)2 515 08 59 - ms [at] vbo-feb.be
  • Annelies De Wilde – Tel. +32 (0)2 518 18 04 - annelies.dewilde [at] guberna.be

Annexes