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30/11/15

How does your Board of Directors cope with the 'Comply or Explain' principle ?

On 30 November 2015, GUBERNA, FEB and EY organized an expert working group around the 'comply or explain' principle. In this working group, three concrete themes were discussed, namely: The application of the 'comply or explain' principle in general; The process that occurs in the …

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Law on the enhancement of corporate governance

On 23 April 2010, the law on the enhancement of corporate governance for listed companies and autonomous public undertakings, and on the amendment of the rules with regard to the prohibition against pursuing functions in the banking and financial sector, was published in the Belgian Official Gazette.

Each listed company is now obliged to include in its annual report a specific section on corporate governance.

Listed companies are also required to establish a remuneration committee. The remuneration committee is composed exclusively of non-executive directors, the majority of whom are independent directors. The board of directors must ensure that the remuneration committee has the necessary expertise with regard to the remuneration policy.

The Belgian Corporate Governance Code has also 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.

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Legal recognition of the 2009 Code

Belgian listed companies are obliged to refer to the Belgian Code on Corporate Governance 2009 as reference code within the meaning of Article 96, § 2, 1° of the Companies Code and this in function of the implementation of the European Directive 2006/46/EC introducing the corporate governance …

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