Updating corporate governance codes in progress

Each European country has its own corporate governance code for its listed companies. Due to the increasing importance of sustainability, climate and environment and social responsibility, our neighboring countries have recently updated their code. Time for an overview and state of play.

The Dutch "Monitoring Committee" updated its 2016 Corporate Governance Code in December. This happened after large companies, unions and other interested parties, had the chance to make suggestions during the extensive consultation round. 

These seem to us to be the most important novelties: 

• The supervisory and executive directors must focus on long-term continuity and sustainability in their strategy setting and decision-making. They must also consider the interests of stakeholders in each case.  
• In addition, companies must establish a company-wide diversity and inclusion policy.  
• Furthermore, they must report annually on the effects of their actions on people and the environment, the involvement of their stakeholders and the extent to which they have achieved the formulated objectives. In doing so, shareholders are also expected to recognize the importance of the company's long-term sustainable approach.  
• Finally, more attention is being paid to technological developments, such as the impact of new technologies and changing business models. Companies should also be more aware of risks such as cyber threats. Expertise and experience among directors and supervisory directors on digitalization is crucial for this.

Also in France, the Association Française des Entreprises Privées (the Afep) and the Mouvement des Entreprises de France (the Medef) want to refocus board duties toward greater sustainability.  

Their new December governance code includes several changes: 

• The most important are aimed at making the CSR strategy , particularly with regard to climate change, central to the board's duties. It even suggests the creation of a specialized committee for this purpose. 
• Specifically, it is recommended that the board, on the proposal of executive management, set multi-year strategic orientations and precise objectives around climate change. The main actions of this strategy will be presented to the general meeting of shareholders at least every three years.  
• In support of the existing trend of integrating CSR criteria into executive compensation, the Code now stipulates that at least one quantifiable criterion thereof be related to climate objectives.

The "Deutsche Corporate Governance Kodex" was already updated last spring. This updated code also places special emphasis on corporate governance that supports sustainability. "The board systematically identifies and assesses the opportunities, effects and risks for the company associated with social and environmental factors. Corporate strategy and planning should also take into account social and environmental objectives."

For us, the concept of "sustainable value creation" is already central to the 2020 Code. This includes an explicit focus on the long term, on responsible behavior by all parts of the company and an ongoing focus on the legitimate interests of stakeholders. It also sets more explicit expectations toward diversity, talent development and succession planning, and the company's annual reporting on non-financial topics.  

On behalf of the Commission, we at GUBERNA recently started our traditional monitoring study on compliance with the full Code. Meanwhile, we are finalizing a study on how companies concretely implement the principle of sustainable value creation in the field.  

We note that Belgian listed companies were willing to review their 'purpose' and are effectively embarking on their sustainability transition. But there is still work to be done:  

• Awareness of sustainable value creation must go beyond a focus on pure financial shareholder value. 
• We see "sustainability" only slowly evolving from a "separate activity" to an integral part of corporate strategy. Proper integration into all areas of operational execution simply takes a lot of time and effort. The lack of specific knowledge, resources or data as well as internal considerations about the short versus the long term can also cause the transition to be slow. 
• The directors themselves are lagging behind. The ESG competence lies mainly with management. We suggest that boards recalibrate the various competencies in their composition according to this new need. Directors can raise their knowledge about sustainable value creation to a higher level during the training course 'A governance roadmap to sustainable value creation' that GUBERNA developed together with 40 under 40.

With the current increasing regulation at European level, we must now dare to ask ourselves whether governance codes are still the most effective instrument for imposing additional provisions on corporate sustainability. Together with the updates in neighboring countries, our GUBERNA input will in any case provide enough food for thought for the Belgian Corporate Governance Commission....

Source 

• Sustainable long-term approach central to new Corporate Governance Code | News release | Rijksoverheid.nl
• Code de gouvernement d'entreprise des sociétés cotées - AFEP
• Home - dcgk - english
• Explanatory note on the concept of sustainable value creation | Corporate Governance Committee (corporategovernancecommittee.be)