What Are the Belgian References?
Buysse Code
The Buysse Code, revised in 2017, is aimed at unlisted companies. It contains recommendations on good corporate governance. In this context, the interaction between shareholders, the board of directors, and the company's management play a key role.
Belgian Corporate Governance Code
The Belgian Corporate Governance Code 2020 applies to companies incorporated under Belgian law whose shares are traded on a regulated market (listed companies), as provided for in the Belgian Companies and Associations Code (Code des sociétés et associations).
What Are the International References?
G20 and OECD Corporate Governance Principles
The G20 and OECD Corporate Governance Principles aim to help policymakers assess and improve the legal, regulatory and institutional framework for corporate governance in order to support sustainable growth and financial stability.
First published in 1999, these principles have since become an international reference. In 2015, the updated Principles were approved by the OECD Council and the G20 Leaders' Summit.
The 2015 edition takes into account developments in the financial and corporate sectors that may influence the effectiveness and relevance of corporate governance policies and practices.
The principles are laid out in six chapters:
- Contributing to the transparency and efficiency of markets, being consistent with the rule of law and clearly defining the distribution of competences between supervisory, regulatory and enforcement bodies;
- Protecting the rights of shareholders and facilitating their exercise;
- Ensuring the fair treatment of all shareholders, including minority and foreign shareholders. All shareholders must be given the opportunity to obtain effective compensation for any violation of their rights;
- Recognising the rights of different stakeholders in the life of a company as defined by existing law or by mutual agreement, and encouraging active cooperation between companies and stakeholders in order to create wealth and jobs and to ensure the sustainability of financially healthy companies;
- Ensuring the timely and accurate dissemination of information on all significant matters relating to the company, including its financial position, performance, ownership and governance;
Ensuring the strategic steering of the company and the effective supervision of management by the Board of Directors, as well as the accountability and loyalty of the Board of Directors to the company and its shareholders.
What Are the References at EU Level?
The European Commission is currently drafting a directive, and a legislative proposal will be made public in the 4th quarter of 2021.
Binding EU due diligence rules would require companies to identify, address and modify aspects of their value chain (all operations, direct or indirect business relationships, suppliers and investment chains) that could be detrimental
- to human rights (including social, trade and labour rights);
- to the environment (including the contribution to climate change or deforestation);
- to good governance (such as corruption or bribery).
