Explanatory note on the remuneration report

The Code of Companies and Associations (WVV/CSA) imposes on listed companies the obligation to draw up a remuneration report. Article 3:6, §3 of the WVV/CSA, as amended by the Act of 28 April 2020 transposing Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the promotion of the long-term involvement of shareholders and containing various provisions on companies and associations, describes the elements that this report must contain. This article is supplemented by Principle 7 of the 2020 Belgian Code on Corporate Governance (2020 Code) on the remuneration of directors and members of the executive management of listed companies and the draft "Guidelines on the standardised presentation of the remuneration report under Directive 2007/36/EC, as amended by Directive (EU) 2017/828, as regards the encouragement of long-term shareholder engagement" (the Directives) drawn up by the European Commission.

This guidance is designed to assist listed companies in the application of the remuneration report regulations.

It replaces the edition published in December 2010, which still related to the 2009 Belgian Code on Corporate Governance and the Law of 6 April 2010.

The explanatory note is intended as a supporting instrument for compliance with the legal obligations. It does not replace the legal text at all. The Committee also points out that this explanatory note was drawn up outside the scope of the 2020 Code and in no way falls under the "comply or explain" rule as referred to in Section 3:6, §2, 2° WVV. More generally, the Committee has limited itself to a technical analysis and it is not intended that this explanatory note should serve as a recommendation or interpretation.

In addition to the explanatory note, listed companies can draw inspiration from the study "Executive Remuneration Reporting in Europe: Getting inspired by business practice" by Professor Xavier Baeten of the Vlerick Business School. This study provides an overview of good practices applied by companies in some neighbouring countries with regard to the design, lay-out and content of their remuneration report.

Vlerick Study - Executive Remuneration Reporting in Europe: Getting inspired by business practice Explanatory note on the remuneration report (Dutch version) Explanatory note on the remuneration report (French version)