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Explanatory note on the relationship agreement

The new 2020 Belgian Code on Corporate Governance (2020 Code), which entered into force on 1 January 2020, contains a range of innovations for listed companies.

One such innovation, namely the option to enter into a relationship agreement, is introduced in provision 8.7 as a topic of debate for boards: "The board should debate whether it would be appropriate for the company to enter into a relationship agreement with the significant or controlling shareholder(s)."

The concept of relationship agreements originated in the UK and is relatively unfamiliar to Belgian companies. Although such agreements will remain optional, it will now be up to the boards of directors or the supervisory boards of Belgian listed companies to debate the appropriateness of concluding a relationship agreement with the significant or controlling shareholder(s).

To aid boards in this matter, the Corporate Governance Committee wishes to clarify the concept of relationship agreement in a Belgian context. This explanatory note is intended to provide a concise overview of the concept, its objectives, when it is used and its key components.