Articles

Consultation Corporate Governance Code

Consultation Corporate Governance Code

Consultation Corporate Governance Code

15.02.2016 NL law

On 11 February 2016 the Monitoring Committee (the "Committee") published the long-awaited consultation concerning the new Corporate Governance Code (the "Code"). 

The proposed wording of the Code has been prepared by the Committee on the basis of the input provided by various organizations including VNO-NCW (representing employers), FNV and CNV (representing employees), VEUO (representing companies listed on Euronext), Eumedion (the representative organization of institutional investors), VEB (the representative organization of Dutch investors), and Euronext. The consultation aims to revise the Code pursuant to the input and findings obtained in the consultation phase. The Code was last revised in 2008.

The most important themes of the consultation document regarding the revision of the Code are:

1. Long term value creation including the following subject matters:
- the strategy;
- the role of supervisory directors; and
- accountability in the management report.

2. Reinforcement of risk management including the following subject matters:
- risk management and accountability;
- internal audit function; and
- the role of the supervisory board, the audit committee and the external accountant.

3. Effective management and supervision including the following subject matters:
- the role of the executive committee;
- diversity;
- expertise of the management board and the supervisory board;
- independence of the supervisory directors also in relation to shareholding;
- term of appointment and succession; and
- special take-over committee.

4. Culture: special attention to culture and conduct.

5. Remuneration including the following subject matters:
- simplification of the remuneration of and the remuneration policy applying to managing directors;
- remuneration of supervisory directors in shares; and
- remuneration of members of the executive committee.

6. Shareholders meetings including the following subject matters:
- clarification of the response time; and
- the provision of information in English.

7. Clarification of the requirements applying to the quality of reporting.

We will send an extensive Alert shortly to discuss the various themes outlined above in more detail.

The consultation period will last 8 weeks, from 11 February up to and including 6 April 2016.

On 11 February 2016 the Committee also published the annual monitoring report regarding compliance with the Code in the financial year 2014. During 2015, according to the Committee, besides monitoring compliance with the Code, it mainly focused its attention on the revision of the Code. Research was conducted in three separate areas: i) research regarding compliance with the Code in the financial year 2014; ii) research regarding protective measures; and iii) research regarding the international context of the Code. In the monitoring report the Committee refers to its proposals to revise the Code in the consultation document, while taking into account the national and international developments in the area of corporate governance.

For more information you can contact one of the Stibbe contact persons.

Team

Related news

05.10.2018 BE law
Additional delay for new Companies Code?

Articles - The Council of State has taken a second look at the draft law and recently issued, for the second time, a rather bleak opinion about the overall quality of the draft law regarding Belgium’s new Companies Code.

Read more

09.10.2018 BE law
Changes to Belgian Takeover Rules: Royal Decree published on 5 October 2018

Articles - A Royal Decree stipulating some important amendments to the Belgian rules governing public takeover bids was published on 5 October 2018 (the “Royal Decree”). The Royal Decree follows the new Belgian Prospectus Law of 11 July 2018. The amendments at stake relate to, among others, the financing of public takeover bids, the disclosures of transactions during the offer period, the squeeze-out procedure, and the rules applying to companies listed on certain markets (other than regulated markets). This newsletter discusses the implications for listed companies and offeror(s).

Read more

27.09.2018 BE law
Ultimate Beneficial Owners Register operational as of today – Compliance required by 31 March 2019

Articles - The Anti-Money Laundering Act of 18 September 2017 (the “AML Act”) set up a central register at the Treasury Administration(the “UBO Register[1]”) to which all Belgian companies (and certain other legal entities) have to provide information on their Ultimate Beneficial Owner (“UBO”). A royal decree laying down the terms of access, contents, and timing of the register was published on 14 August (the “Royal Decree”).  The register is operational as of today. The required information must be provided by 31 March 2019. This newsletter discusses the implications for companies.

Read more

08.10.2018 BE law
Update of Belgian takeover rules

Articles - A Royal Decree was published in the Belgian Official Gazette on 5 October 2018 containing, among other things, amendments to the Takeover Decree (Royal Decree of 27 April 2007 on takeover bids) and the Squeeze-out Decree (Royal Decree of 27 April 2007 on squeeze-out bids), with a view to updating the said texts.

Read more

Our website uses cookies: third party analytics cookies to best adapt our website to your needs & cookies to enable social media functionalities. For more information on the use of cookies, please check our Privacy and Cookie Policy. Please note that you can change your cookie opt-ins at any time via your browser settings.

Privacy – en cookieverklaring