Remuneration policies of Belgian listed companies - A&O Shearman

In a context where executive remuneration is under increasing scrutiny from shareholders, regulators and the public, Belgian listed companies must strike a careful balance: attracting and retaining top talent while respecting remuneration policies approved by shareholders. In the article below (download), lawyers from A&O Shearman provide a timely analysis of one of the key legal tools available to boards: the temporary derogation clause under Article 7:89/1, ยง5 of the Belgian Companies and Associations Code (BCCA).

Why This Matters

Since Belgium's transposition of the Second Shareholder Rights Directive in 2020, listed companies have been required to adopt formal, shareholder-approved remuneration policies that support corporate strategy, long-term interests, and sustainability. Last year Belgian listed companies have completed their first full four-year remuneration policy cycle, making the 2025 policy review an interesting moment for review.

 

Key Findings from the Empirical Analysis

The authors conducted an extensive empirical study of 104 companies listed on Euronext Brussels, examining remuneration policies from 2024 and 2025. The findings reveal:

  • Growing formalisation: A strong majority of issuers now include explicit derogation clauses; in the BEL 20 alone, 15 of 20 issuers have adopted a temporary derogation mechanism.

  • Measurable progress but uneven maturation: More companies have moved beyond bare statutory restatement to clauses with targeted scope and guardrails.

  • The Legal Imperative

  • The article makes clear that a well-drafted derogation clause is not merely a governance nicety but a practical necessity and legal safeguard. Properly designed, it reconciles flexibility with accountability by defining when a derogation may be used, what can be derogated from, who approves it and on what basis, how long it applies, and how it will be disclosed.

  • Non-compliance carries concrete legal consequences, including director liability.

For boards, remuneration committees, and legal advisors navigating the complexities of executive pay in Belgium, this article is essential reading as the next reporting season approaches. 

 

Download the full A&O Shearman Article below.