Codes & Regulations

The basic principles of good governance are usually laid down in a code of conduct. Governance codes are a form of self-regulation, also known as soft law, and complement existing European and national legislation (hard law). They contain a set of rules and behaviors that define how organizations are directed and controlled. Such codes have been developed worldwide for various types of organizations (www.ecgi.org). Belgium has also taken several initiatives in this area, with GUBERNA contributing its part.

Discover how (corporate) governance is perceived and how it features on the global agenda! Below, you'll find a summary of interesting links to national and international organizations dedicated to governance.

National

The Corporate Governance Committee was established in 2004 at the initiative of the Federation of Enterprises in Belgium (VBO), Euronext Brussels, and the CBFA (Banking, Finance and Insurance Commission), with the aim of developing a single reference code for listed companies.The first Code was published in 2004 and was revised for the first time in 2009 and a second time in 2019. In May 2019, the legislator designated the 2020 Code as the official reference code for all Belgian listed companies. The Committee’s website provides comprehensive information, including the full text of the 2020 Code, explanatory notes, and useful tools for implementation.

The Buysse Code offers corporate governance recommendations for unlisted companies. It remains a key resource for entrepreneurs seeking to strengthen their organization with a long-term vision, professionalism, and resilience. GUBERNA has been involved since the very beginning in 2005, as the driving force behind the initiative, Baron Paul Buysse, was then Chair of the Board of Directors. The Code is now in its fourth edition, with GUBERNA once again contributing to its development.The Buysse Code is also embedded in director training programmes such as Director Effectiveness and Board Effectiveness. Director Effectiveness en Board Effectiveness.

In December 2020, UNIZO and UCM jointly launched a CODE FOR GOOD GOVERNANCE that includes the recommendations UNIZO and UCM propose to their target audience of self-employed entrepreneurs and non-listed SMEs. The recommendations have also been adapted to the new company law. In addition, the code includes practical fact sheets and a series of video lessons. You can consult the code here.

The Financial Services and Markets Authority (FSMA), the successor of the CBFA, oversees the Belgian financial sector alongside the National Bank of Belgium (NBB). It is responsible, among other things, for supervising the financial markets and company disclosures. You can find all relevant information on the FSMA’s website.

The National Bank of Belgium (NBB) is responsible for microprudential supervision of individual financial institutions and macroprudential oversight of the financial system as a whole. Full details about its supervisory and control functions can be found on the NBB’s website.

Euronext is an international, pan-European stock exchange operator with regulated markets in Amsterdam, Brussels, Dublin, Lisbon, London, and Paris. In addition to market data, the Euronext website also provides access to the latest exchange regulations.

Internationaal

ecoDa - European Confederation of Directors' associations

ecoDa is an independent organisation and a unique umbrella body representing the main national institutes of directors across Europe. GUBERNA is also a member of this Confederation, which now represents approximately 50,000 directors in 21 countries.

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Europese Commissie (DG JUST)

On this website, you will find all information regarding the European Commission’s initiatives in the field of corporate law and corporate governance.

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Europese Commissie (DG FISMA)

On this website, you will find all information regarding the European Commission’s initiatives in the fields of financial reporting and supervision of financial institutions.

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OESO

On this website, under the topic ‘Corporate Governance’, you will find all information about the initiatives taken by the OECD in this area. You can also download the ‘OECD Principles of Corporate Governance’ as well as the ‘OECD Guidelines on Corporate Governance of State-Owned Enterprises’.

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ICGN

The International Corporate Governance Network (ICGN) is a global membership organisation founded by the investment community. Its purpose is to facilitate the exchange of views and information on international corporate governance topics. These topics are developed within various working groups and can result in the publication of specific ICGN guidelines. The ICGN also organises an annual international corporate governance conference.

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ECGI

The European Corporate Governance Institute (ECGI) is an international academic network of scholars conducting research in the field of corporate governance. ECGI provides a forum for debate between academics, policymakers, and practitioners. It focuses on key aspects of corporate governance and the promotion of best practices in this area. In addition to publications and working papers, this website offers a clear overview of existing corporate governance codes.

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GNDI

The Global Network of Director Institutes (GNDI) brings together director membership organisations from around the world with the aim of promoting good corporate governance. The member institutes of GNDI collectively represent over 100,000 directors from a wide range of organisations.

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Conference Board

The Conference Board is an international independent membership organisation. It conducts research, organises conferences, and brings together business leaders on various topics, including corporate governance. On this website, you will find all information about the different working groups organised by the Conference Board.

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Publications on Codes & Regulations

Infographic - Governance practices in Belgian listed companies - December 2019

België heeft een nieuwe federale regering! Wat zegt het regeerakkoord op het vlak van public governance?

Study on directors’ duties and sustainable corporate governance: a summary

Explanatory note: the SRD II-guideline and its conversion into Belgian law

Proxy resolutions following COVID-19 measures

Liber Amicorum Prof. Dr. Lutgart Van den Berghe

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The new Companies and Associations Code of Law is a fact!

On 28 February 2019, the Belgian Parliament approved a major modernisation of the Belgian Company and Association law.

UBO-registration latest by 30 September 2019. Already on the agenda of your board of directors?

Supplementary Work Act: can you earn EUR 500 per month untaxed as a non-profit director?

Asbl, fondatin, aisbl et coopérative (Le nouveau Code des sociétés et des associations et modèles de statuts adaptés)

Buysse Code III - Recommendations for unlisted companies

Recommendations for good governance in welfare and care organisations

Code of Good Governance of Flemish sports federations

The board’s role in designing an effective framework of corporate governance

Guide to Directors’ Duties and Liabilities

Regulatory and political scrutiny of boards has led to an increase in the risks and potential liabilities faced by individual directors. The impact of this new environment is also felt in the rising number of directors’ and officers’ (D&O) insurance claims. The Report helps board members understand the extent of their liabilities in this complex and increasingly challenging new world.

(2015) Monitoring study on the Belgian Code on Corporate Governance - NL

Dit rapport onderzoekt de naleving van de ‘formele’ aspecten van de Code 2009, op basis van de laatst beschikbare publieke informatie van de ondernemingen, zoals onder meer de jaarverslagen (2014), de Corporate Governance Verklaringen en de Corporate Governance Charters. Het onderzoek wordt uitgevoerd bij de 78 genoteerde ondernemingen uit de drie belangrijkste beursindices (BEL 20, BEL Mid, BEL Small).

Reference Charter - Recommendations for Good Governance in Flemish Universities

A Review of the Ethical Aspects of Corporate Governance Regulation and Guidance in the EU

The IBE, in commissioning this report, wished to understand whether there is guidance for companies in governance policies, at national and EU level, on ethical business practices.

Report ecoDa - Annual conference 2012

CoE (Comply or explain) offers the flexibility to fit with the large diversity among and within the different EU Member States. The quality of explanation is the core factor for upgrading the legitimacy of the CoE approach. However, defining quality requirements is not a straightforward exercise. With its printed report, ecoDa wanted to feed further the debate and to enhance the European discussions.

Good governance for culture

Internal Audit Function: Recommendations for Directors and Board Committees

This paper seeks to provide useful guidance to boards, governing bodies and individual directors that wish to make effective use of the internal audit function, particularly in respect of gaining assurance concerning the adequacy of an organisation’s risk management and internal control systems.