corporate governance statement

Explanatory note on the public report regarding the compliance with the 2020 Code

Principle 10 of the 2020 Belgian Code on Corporate Governance (the "Code") contains several provisions regarding public reporting on the application of the Code. The Corporate Governance Committee explains a number of these provisions in this note, in particular with regard to the…

Law to guarantee women a minimum representation percentage in the board of directors

The law on quota of women in the board of directors has been adopted. At least one third of the board of directors must be of the opposite gender. The required minimum number is rounded off to the nearest whole number.

The law also contains sanctions which apply to members of the board of directors and newly appointed members respectively.

Companies must also provide an overview in the annual report of efforts made to ensure that at least one third of the members of the board are of the opposite gender.

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.