independence

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…

Law on the establishment of an audit committee

Since 8 January 2009, listed companies are legally obliged to establish an audit committee within their statutory management body. The law transposes the provisions of the European Directive 2006/46/EC.

The audit committee has to be composed of only non-executive members of which at least one member must be independent. This independent member of the audit committee has to have the necessary expertise in the field of accounting and audit and has to fulfill the independence criteria the law sets out.

These independence criteria will also be applicable to independent directors who are member of the committee entrusted with the assessment of intra-group transactions.

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…