Governance and CSR

Listed companies evolve in an increasingly-regulated corporate governance environment, be it under material law or “soft law” techniques. They are confronted to concerns and challenges in implementing the adequate processes and balances leading to a compliant and safer functioning.

Under Belgian law, this entails various aspects of corporate law organizing e.g. the prevention of conflicts of interests, the transactions with interested third parties, periodic and permanent information, the status of committees, etc. ; it also covers matters coming from private financial law or soft law sources such as the (current and future) Corporate Governance Code or European authorities’ guidelines.

A perfect understanding of those issues is of extreme importance for all persons involved with the daily functioning of a listed company, in such a way that potential issues are pre-empted as far as possible, or that quick solutions can be found, should concerns be raised within the listed corporation itself or by its shareholders.

LIME’s team has assisted several major groups of companies with organizing their governance, which implied the taking into consideration of listing regulations constraints due to the presence of listed issuers within the group when applicable.

For the past decade, financial institutions, and in particular their governance structures, have been the focus of intense developments, be it under Belgian law itself, such as the entering into force of the Law of 25 April 2014 on the legal status and supervision of credit institutions and stockholding firms and the Law of 13 March 2016 on the legal status and supervision of insurance or reinsurance companies, or at European level with, notably, several Guidelines from the European Banking Authority. Such governance also relies on numerous circulars, rules or orientations, at Belgian, European and international level.

The issues at stake require a constant attention to the evolution of the rules, as well as a perfect and practical knowledge and a clear understanding of the sector involved.

• LIME’s team assisted banking and insurance groups in specific governance aspects

• LIME’s team has assisted public shareholders in relation with governance issues within their participations in the banking and insurance sector

• Several of our team’s members have carry out an in-house mission within the Secretariat General of one of Belgium’s major banking institutions, where they have been consulted on governance aspects

State-owned companies are hybrid vehicles which exist and operate as commercial companies, but are at the same time public entities subject to administrative status. Governance’s standards of these companies are therefore specific, due to the necessity of combining commercial constraints and best public practices, be they defined at regional, federal or supranational level, such as those defined by the OECD guidelines.

LIME’s team has been historically assisting public holding companies with the whole range of their activities (usual corporate operations, specifically-defined investments or major strategic transactions) and has therefore developed a particular expertise as to their particular governance, taking into account the constraints faced by the latter and their unique way of functioning.

LIME’s team has been working for state-owned companies in numerous matters and has a.o.:

• assisted with the setting-up and updating of governance structures, through the drafting of charters for different ways or mechanisms of intervention (investment charter, public holding charter, “missions déléguées” charter), governance charters, various internal rules (board of directors, committees, managing director), internal audit charter and an ethics and deontological code, …

• advised on various specific governance matters, including within the frame of the “mission déléguée” mechanism

• analysed the status of public entities under the laws on public accounting and the thereto-linked regulations, especially the SEC accounting principles

• advised on corporate matters specific to their status

• drafted laws or royal decrees in relation with the above

Corporate governance is not only a matter of corporate structure and functioning but also, as many companies or groups have come to understand better over the years, a real matter of values to be taken into account by companies. The European legislation, especially the directive 2014/95/EU, through regulating non-financial information and diversity information, has further reshaped the way companies and groups must address issues relating to environmental, social and employee matters, to the respect of human rights, to anti-corruption and bribery matters or to diversity.

A clear understanding of the constraints and potential liabilities at stake has become nothing short of essential, for every company or group, be it large or small.

Our team advises on issues of ethics, non-financial information and more generally on how they are addressed by the governance instruments of the parties involved.

With many businesses being concerned by transition and continuity, family governance has become the subject of intense attention, and there is obviously an understanding that family governance is of essence for such purposes.

The intervention of a law firm in this context requires both the perfect technical skills under company law, as well as an empathy for the history and the specific goals of each family business, in order to create the right equilibrium in each case and to provide sound advice.

• Our team has advised various families in relation with governance issues both at the enterprise level, and at the level of family relationship or continuity of the family business

• Our team is part of the family governance initiative and web platform structured by BNP Paribas Fortis (“MyEXPERTS” – Family business) and has published many advises in terms of family governance