On the occasion of 30 years of GUBERNA – Conversation with Jean-Paul Servais, Chair of IOSCO, FSMA and the OECD Corporate Governance Committee
This year, GUBERNA celebrates its 30th anniversary.
For three decades, we have been supporting organisations and their governing bodies in shaping strong, forward-looking, and sustainable governance.
With one clear mission – “Better Boards, Better Organisations, Better World” – we have step by step helped to guide the evolution and improvement of governance in Belgium and Europe.
As an active member of ecoDa, the European umbrella organisation for institutes of directors, we also contribute to the development of governance practices in a European context.
Over the years, we have shifted our focus, developed new standards and guidelines, and helped build the foundations of good governance.
Always with the ambition to make governance relevant and workable – in every sector and at every level.
These 30 years are a moment to look back, but certainly not a final destination.
With the same drive and commitment, we continue to advocate for good governance, together with directors, organisations, and our network.
In this article, we look back at the publication of the G20/OECD Principles of Corporate Governance.
SG: As new chair of the OECD Corporate Governance Committee, what do you see as key trends and developments in the corporate governance landscape?
JPS: At its core, corporate governance is about the relationships among a company’s management, board, shareholders, and stakeholders. It establishes the structure through which a company is directed and its goals are defined. In practice, that means corporate governance touches on nearly every aspect of a company’s operations. And just as companies evolve in the way they operate and interact, corporate governance must also adapt in step with those changes.
One important trend I’ve observed is the growing influence of institutional investors. The revised G20/OECD Principles of Corporate Governance now encourage the adoption of stewardship codes as a complement to regulation. These codes are aimed at fostering shareholder engagement and promoting transparency in the way institutional investors disclose their voting policies and engagement strategies.
We’re also seeing greater reliance on proxy advisors, index providers, and ESG data and rating agencies. In this area, effective corporate governance must work to prevent conflicts of interest that could undermine the quality and independence of their assessments. That’s why transparency—particularly around the methodologies used by these service providers—is absolutely critical.
Finally, sustainability was a key driver in the most recent revision of the Principles. Across the globe, we’ve seen growing recognition that good corporate governance plays a vital role in strengthening corporate resilience and supporting long-term value creation in a rapidly changing world.
SG: How do you view the relevance of the revised G20/OECD Principles of Corporate Governance in today’s rapidly changing global economy?
JPS: These Principles have been endorsed by the G20 and are recognized by the Financial Stability Board as a key global standard for sound financial systems. They serve as the leading international benchmark for corporate governance and are widely used across jurisdictions.
Because they reflect a broad global consensus, they are a powerful tool for policymakers and regulators worldwide to assess and strengthen their legal, regulatory, and institutional frameworks. In doing so, the Principles help promote market confidence, economic efficiency, financial stability, and integrity.
Between 2021 and 2023, the Principles underwent a comprehensive review to ensure they remain relevant in the face of evolving trends in corporate governance and capital markets. The revised version was formally adopted by the OECD in June 2023 and endorsed by G20 leaders just a few months later, in September.
These periodic updates are essential. They ensure the Principles continue to reflect current realities and support companies in gaining access to capital, while also bolstering investor confidence through transparency and sound governance practices. While it is true that we are seeing rapid shifts in many areas, I would argue that change has always been a constant.
What makes the Principles so valuable is their ability to offer a stable, flexible framework—one that remains reliable even in times of significant transformation.
SG: Are there specific areas of corporate governance that you think are most relevant in the Belgian context?
JPS: As you surely know, Belgium has a tradition of family-owned businesses, many of which come with concentrated ownership. This ownership structure naturally has implications for the governance of these companies. I believe it is useful to emphasize that a corporate governance framework should protect and facilitate the exercise of shareholder rights while ensuring the equitable treatment of all shareholders.
The latest edition of the OECD Corporate Governance Factbook, one of the Committee’s key publications, highlights some interesting trends and developments in shareholder rights that are particularly relevant here.
The Committee of course examines these issues from a comparative and international perspective. One notable trend we have observed is a significant rise in jurisdictions allowing companies to issue multiple-voting shares, moving away from the traditional "one share, one vote" principle. This shift is creating a more diverse range of governance frameworks. In Belgium, for example, the Code of Companies and Associations now permits shares with multiple-voting rights and introduces the option for loyalty shares in listed companies. The Belgian context is set to evolve with the entry into force of the European Directive on Multiple-Vote Share Structures, which will need to be transposed in Belgium in the near future.
Furthermore, we are also seeing considerable evolution in frameworks for the review of related-party transactions. Nearly all jurisdictions now require both periodic and immediate disclosure of related-party transactions. Shareholders may also play an increased role in a majority of jurisdictions, for example, in transactions above certain thresholds. In Belgium, the corporate governance legal framework was also recently reinforced, following an initiative taken by the FSMA on this issue, with transactions above a certain threshold now being subject to approval by the shareholders.
These are all interesting areas of development that could inspire further reflection on how the Belgian corporate governance framework could be further improved.
"The Principles help promote market confidence, economic efficiency, financial stability, and integrity."
Jean-Paul Servais , Chair of OECD Corporate Governance Committee
SG: This brings me to the next question. How can the revised G20/OECD Principles influence the Belgian soft law framework and inspire the Belgian Code on Corporate Governance?
JPS: Since their initial adoption in 1999, the OECD Principles have become a source of inspiration of corporate governance policymaking in Belgium. That is no surprise—given our open, internationally oriented economy, having a solid governance framework is essential to maintaining our attractiveness as a place to do business. An effective corporate governance framework can support a company’s access to finance as well as increase investor confidence by building trust in transparent and fair capital markets.
What I find particularly important is that these principles are not just theoretical. They are practical tools designed to help policymakers improve the legal, regulatory, and institutional foundations of corporate governance. They do this by providing shareholders, board members, executives, and other key stakeholders with the information and incentives they need to perform their roles effectively. In doing so, the principles reinforce accountability and provide for a system of checks and balances that works.
It is also important to emphasize that the G20/OECD Principles are non-binding. They are not meant to prescribe detailed national legislation, nor do they override or replace existing laws and regulations. Instead, they set out key objectives and suggest a variety of approaches to achieving them—whether through formal legislation, listing rules, self-regulation, voluntary commitments, or established business practices.
From what I have seen, the way these Principles are applied depends also on each country’s legal and regulatory landscape. Their strength lies in their flexibility—they offer a robust yet adaptable framework for policymakers and market players alike. For Belgium, as for many other jurisdictions, this means we can align with global best practices while shaping a corporate governance model that fits our particular context.
SG: How do you think climate change or digital transformation are affecting governance? How do you see the importance of corporate governance to help companies achieve sustainability targets and overcome challenges?
JPS: Corporate governance has certainly felt the impact of rapid technological advancements and the ongoing digital transformation of our societies. Take, for example, the shift in how shareholder meetings are conducted. The Covid-19 pandemic was a major catalyst for change. What began as a temporary move to remote meetings has, in many cases, become a permanent feature of legal frameworks. A recent Committee report on trends in shareholder meetings found that 87% of legal frameworks now allow companies to hold virtual-only meetings, while 94% permit hybrid meetings, where both remote and in-person participation is possible.
However, it is crucial to ensure that virtual and hybrid meetings are designed in a way that guarantees equal access to information and opportunities for all shareholders to participate actively. This includes providing everyone with the same opportunities to ask questions of management. As digital technologies become more integrated into corporate governance, issues of digital security have become an increasingly important consideration. Companies must be mindful of these challenges as they adapt to new technologies.
Turning to corporate sustainability, I firmly believe that a strong corporate governance framework should encourage both companies and their investors to make decisions that foster long-term sustainability and resilience. Thoughtfully designed governance policies are essential to helping corporations withstand shocks, manage evolving risks, and contribute to broader economic stability.
While sustainability practices differ widely across jurisdictions, they tend to revolve around a few key dimensions: sustainability-related disclosures, board responsibilities, shareholder engagement, and the integration of stakeholder interests. As many countries step up their commitments to tackle climate change risks, companies must be prepared to adapt quickly to shifting regulatory and business landscapes. A sound governance framework is what allows them to do just that, by identifying, assessing, and managing the risks and opportunities that lie along transition pathways.
Recognizing the growing urgency of this issue and the clear need for high-quality, comparable data, the Committee released its first OECD Global Corporate Sustainability Report last year. The aim of the report is to support the adoption of governance policies that enhance corporate sustainability, in full alignment with the G20/OECD Principles.
The report provides an in-depth look at global trends in corporate sustainability, with a strong focus on disclosure practices. It’s grounded in robust data analysis designed specifically to support the work of policymakers, regulators, and market participants. I’m pleased to share that we are already working on the second edition, which will be published in the second half of this year.
This next edition will continue to track global developments in corporate sustainability, keeping its focus on the key dimensions outlined in the G20/OECD Principles of Corporate Governance. It will once again provide updated data and analysis to help stakeholders make informed decisions in a fast-evolving policy and market environment. Since I am also the Chair of IOSCO, I appreciate this work greatly, as it complements IOSCO’s efforts to promote high-quality corporate disclosures about sustainability-related matters.
SG: How can the Corporate Governance Committee best engage with diverse stakeholders, to enhance governance practices?
JPS: The Committee engages with stakeholders in various ways. I think I can say that the stakeholders of the Committee are quite an extensive and diverse group. They include OECD member countries and major non-member countries, international organizations, businesses, trade unions, academic institutions, and civil society groups.
The Committee engages with its stakeholders in various forms. For instance, the Committee conducts public consultations when revising its instruments, such as the G20/OECD Principles, to gather feedback from external stakeholders such as businesses, NGOs, and the general public. These consultations play an essential role in bringing a wide array of views to the Committee’s discussions.
Another way that is more institutionalized, I would say, is through advisory committees. For instance, the Committee regularly consults and benefits from the input and insights of the Business at OECD (BIAC) and the Trade Union Advisory Committee (TUAC), which represent the business community and trade unions, respectively, in OECD work.
In addition, the committee collaborates with various international bodies, including the World Bank, International Monetary Fund (IMF) and IOSCO, the international organisation of securities commissions, of which I am also the chair.
The Corporate Governance Committee takes a somewhat unique approach by granting full participation rights to all G20 and Financial Stability Board (FSB) members in its discussions. Given the global scope of the Principles as a joint G20/OECD standard, I believe this is not only appropriate but essential. It’s important that all G20/FSB members actively participate in and reach consensus on any guidance or conclusions that emerge from our meetings.
To ensure informed decision-making, the Committee also organizes roundtables to gather direct stakeholder feedback early in the process. OECD staff—who provide invaluable support to the Committee—work closely with universities, research institutions, and think tanks to ensure our work is grounded in solid academic research and leads to evidence-based policy.
By including stakeholders at various stages and through different channels, we can ensure there’s broad support for the Committee’s outcomes. These partnerships and inclusive processes allow us to stay aligned with global trends and international policy work, making sure we remain relevant in a rapidly evolving landscape.