On 23 November 2022, the European Parliament adopted the long-awaited "Directive on Women on Boards", which aims to improve gender balance in board positions of listed companies. Currently, State Secretary for Gender Equality Leroy is looking into the transposition of this directive into national legislation. GUBERNA, the Belgian Institute for Directors, advocates a soft law approach through amendments to the Belgian Corporate Governance Code 2020.
Based on strong calls from both the European Parliament and the European Commission, the Directive seeks equal representation of men and women in managerial positions. The measures here are limited to large listed companies.
"In 2020, more than half of the executive committees of Belgian listed companies consisted exclusively of men."
GUBERNA endorses the aims of the Directive, but recommends the use of soft law in relation to the minimum targets of having 33% of all board positions, top management included, held by the 'underrepresented gender'. Who the underrepresented gender is in this matter leads no doubt. In 2020, more than half of the executive committees of listed companies consisted solely of men.
Specifically, GUBERNA proposes to adapt the 'Belgian Corporate Governance Code 2020'. Whereas the Code of Companies and Associations only addresses directors within formal governing bodies, the 2020 Code addresses all directors, including executive management. The 2020 Code has already demonstrated its effectiveness with regard to the boards of our listed companies. There, in December 2022, 37% of (mostly non-executive) directors are women, as opposed to less than 10% before the creation of the quota regulation in 2011. Furthermore, the Code 2020 allows, through explanatory notes, to target the entire workplace and bring about a culture change here too.
Additionally, the soft law approach also has important advantages. The regulations allow companies to embark on tailor-made work, with the necessary flexibility, under adequate monitoring by the Corporate Governance Committee. This approach prevents the emergence of so-called 'decoupling practices' where companies publicly claim to make efforts while not fully internalising them. Finally, it ensures transparency towards financial markets and relevant stakeholders, including women themselves. Will the 2020 Code ensure more women directors within our listed companies in the future? GUBERNA believes so.
Download the full proposal proposition via the link below.