Roundtable shareholder Governance (II)

The GUBERNA Centre for Shareholder Governance, together with its partners Ageas and Deloitte & Laga, organises a Round Table to debate one of the upcoming new developments in the new Code of Companies and Associations,, i.e. Loyalty Voting Rights.

In listed companies it will be possible, through the introduction of the new company law, to grant a double voting right to "loyal" shareholders (that is, shareholders holding their shares for at least two years without interruption). This so-called loyalty voting right has a double purpose. In the first place, the favouring of loyal shareholders aims to counter short termism and the promotion of a long-term vision. In the second place, it is intended to prevent controlling shareholders from deciding, for fear of loss of control, not to take the step to a stock exchange listing in circumstances where such a step would be appropriate from an economic point of view, and in particular with a view to financing the growth of the company.

During this round table we will discuss in depth the pro’s and cons of this instrument to reward loyal shareholders as well as important practical issues regarding, amongst others:

• The definition of transparency levels & barriers and the organisation of the transparency on the evolution of the voting rights
• The consequences of transfers of shares in case of heritage/family shares and the consequences of mergers and divisions.
• The impact if one operates with certificates.
• The position of the board and in particular the position of the independent director, when a controlling shareholder wants to introduce double voting rights.

We kindly invite you to this meeting on 11 June, 2019 (10.00-13.00) in Brussels (Ageas, Markiesstraat 1, 1000 Brussels).

Programme

10h00    Welcome

10h05    Introduction: Positioning the debate on double & multiple voting rights - Prof. dr. Lutgart Van den Berghe (GUBERNA)

10h15    The legal aspects of double voting rights for listed companies - loyalty shares - Philippe Lambrecht (VBO-FEB)

10h25    Why would a company adapt its bylaws to introduce double voting rights? The point of view of the leader of a listed company - Pierre Mottet (IBA)

10h35    What is the opinion of the institutional investor? What requirements sound essential to accept a system of double voting rights? - Laetitia Boucquey (Black Rock)

10h45    What is the opinion of the stock exchange? What are the main advantages for listing? What are the pitfalls to be aware of? - Benoit Van den Hove (Euronext)

10h55    Applying the loyalty shares in practice – points of attention - Emmanuel Leroux (Laga)

11h05    Panel debate with participation of Laetitia Boucquey (Black Rock), Philippe Lambrecht (VBO-FEB), Emmanuel Leroux (Laga), Pierre Mottet (IBA), Benoit Van den Hove (Euronext) - Moderated by Prof. dr. Lutgart Van den Berghe (GUBERNA)

11h50    Conclusions by Sandra Gobert, Executive Director GUBERNA

12h00    Q&A

12h15    Drinks & fingerfood