explanatory note
Explanatory note on sustainable value creation
The 2020 Code places emphasis on sustainable value creation. This involves an explicit focus on the long term, on responsible behaviour at all levels of the company and on the permanent consideration of the legitimate interests of stakeholders. More explicit expectations are also formulated in terms…
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…
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…
Explanatory note regarding the remuneration of non-executive directors and members of the executive management
Principle 7 of the 2020 Belgian Code on Corporate Governance contains a number of provisions regarding the remuneration of non-executive directors and members of the executive management. The Corporate Governance Committee comments on these provisions in this note. These should be read in conjunction…
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…
Practical rules for high-quality explanations (2016 version)
Belgian listed companies are by law obliged to apply the 2009 Belgian Code on Corporate Governance. Companies can deviate from the 2009 Code, however, they must clearly indicate which parts of the 2009 Code they depart from and specify the reasons for such departure. The flexibility provided by the…
Related party transactions
In February 2015, the Financial Services and Markets Authority (FSMA) published a study on the disclosure by listed companies about relations and transactions with related parties.Following this, the Corporate Governance Committee, the FSMA, the Institute of Chartered Auditors and the Belgian Association…
(Re)appointment of the external auditor
The latest European developments regarding the audit profession express the wish to strengthen the quality and transparency of the external audit. In response to these developments, the Committee has published a practical rule hereto.The 'pratical rule for the procedure regarding nomination…
Internal control and risk management
The law of 6 April 2010 regarding the reinforcement of corporate governance of listed companies has introduced a new obligation by bringing in a description of the main features of the company's internal control and risk management systems. This description needs to be disclosed in the Corporate…
Comments on the impact of legislation to the 2009 Code
The law of 6 April 2010 on the reinforcement of corporate governance in listed companies sets out legal obligations for listed companies, amongst which the obligation to disclose a Corporate Governance Statement.The legal obligations of this particular law have an impact on…
Remuneration reporting
The law of 6 April 2010 obliges listed companies to set up a remuneration report and describes the elements that should be taken up in this report. This replaces essentially Principle 7 of the Belgian Code on Corporate Governance 2009 regarding the remuneration.An important…
Explanatory note on independent directors
In this explanatory note, the Corporate Governance Committee focuses on the role of the independent director. Independent directors have a number of legal duties, but they also play a crucial role in decisions that determine the sustainability of a company and are therefore an essential element…
New explanatory note on independent directors
Independent directors have a number of legal duties, but they also play a crucial role in decisions that determine the sustainability of a company and are therefore an essential element of the principles of good governance. Being free of any conflict of interest, they contribute to the board's…
The Corporate Governance Committee publishes two new explanatory notes
Following the completion of the new study on compliance with the 2020 Code, the Corporate Governance Committee undertook the drafting of two new explanatory notes to clarify certain principles of the Code. The first explanatory note concerns the remuneration of non-executive directors and…
Explanatory note on related party transactions
In February 2015, the Financial Services and Markets Authority (FSMA) published a study on the disclosure by listed companies about relations and transactions with related parties.Following this, the Corporate Governance Committee, the FSMA, and the Institute of Company Auditors established an…