The current article aims to provide an overview of the main topics of the “Corporate Governance Law”, as well as the main bottlenecks that the application of it entails. The required changes to the Belgian Corporate Law that follow from this law can mainly be subdivided into three main topics: the structure and working of the administrative bodies, the role and position of the controllers of the accounts and the refinement of the rules concerning the working of the general assembly. As to the management, many are arguing that the one-tier-board obliged in Belgium is no longer realistic and that, as such, the way should be cleared for a two-tier-board management structure. Moreover, the responsibility of the managers should be sharpened, by obliging them to pinpoint a representative in case the manager would be an artificial person. Further, the rules with respect to intra-group transactions should be refined and cleared up. These rules build on the prescriptions concerning interest conflicts. Finally, the working rules concerning the general assembly of the shareholders have been adapted in order to indulge the needs of the international shareholders. For example, by foreseeing the possibility for shareholders to organize a general assembly on paper.
