Good governance is a matter of people. Human values, competencies and behaviour determine the long-term success of companies. In order to be able to manage this, it is important that there is a clear policy that is consistently communicated and complied with. “At NautaDutilh, you notice that everyone endorses and believes in our policy.

And that we work together to build a respectful culture in which gender equality, diversity and inclusion are self-evident. Clients see this and are increasingly taking it into account in their choice for our firm as a partner for ESG issues.

Dirk Van Gerven specialises in corporate and financial law, and regularly publishes on topics relating to corporate and financial law and arbitration. In addition to handbooks on associations, foundations, companies and legal entities, he wrote a book on gender equality of people during their professional careers. He is an outspoken advocate of equality. That is why Dirk, as Managing Partner of NautaDutilh Brussels, is committed to offering equal opportunities to people in all their diversity.

Closing the gender gap
“Diversity is about visible and invisible differences between people. These differences make us stronger and better, and can be optimally utilised in an inclusive culture. I am also committed to diversity in our office, including through the Think Diversity & Inclusion Committee. One of our initiatives is the cooperation with JUMP, a social enterprise that focuses on closing the gap between women and men in the workplace. Together with JUMP, our lawyers and business support professionals perform legal assignments for, for example, government institutions. They do this with great enthusiasm.

What I think is also great and proof of the success of our I&D initiatives is that NautaDutilh was the first law firm in Brussels to be awarded the Actiris diversity label. The Brussels Minister of Employment annually awards this recognition to employers who recognise, respect and appreciate the differences in the professional environment.”

“NautaDutilh’s policy on diversity, equality and inclusion is working two ways,” Dirk thinks. “It gives direction and invites you to take a critical look at yourself and continue the dialogue. You can reach a consensus because everyone adopts equal values and acts in accordance with those values. This creates a corporate culture that everyone contributes to, and that is also propagated to candidates who are applying for a position with us. Moreover, clients see what is happening in the firm. They consider NautaDutilh to be a law firm that feels very strongly about its values. As a result, they know that they can engage us for all legal aspects of ESG and compliance.”

Long-term value creation
Looking at the social developments in Belgium, Dirk sees that sustainability is increasingly considered to be part of good governance. “Belgian companies often record environmental, social and governance issues in their strategies. How much attention these topics receive depends on the involvement of the directors. Since the arrival of the third Belgian Corporate Governance Code in 2020, sustainable value creation has been regarded as the ultimate goal of good governance.

The 2020 Code explicitly emphasises responsible behaviour at all levels of the company and permanent attention to the interests of the stakeholders. In addition, more explicit expectations are formulated with regard to diversity, talent development, and reporting on non-financial themes. The emphasis on long-term value creation as a guiding principle has been extended to the remuneration policy: directors must receive part of their remuneration in shares.

Our office in Brussels has some 80 lawyers who work with the top of the Belgian companies and multinationals. We focus on specific sectors, which enables us to provide solutions based on thorough market knowledge. For the 2020 Code, we advised our clients on the necessary adjustments, such as the introduction of a dual governance model, with a fully separate supervisory board and board of directors.”

Long-term value creation and innovation are coming ever closer to each other.

Social duty of care
“In addition, we advise in areas such as the management of the board of directors, the relationship with the shareholders, communication with shareholders, and corporate governance charters. Clients also frequently consult us about the audit function and the risk function. In my work, governance is closely related to compliance with all applicable laws and regulations and the internal policy.

The 2020 Code is particularly strict for the banks, insurance companies and other financial institutions supervised by the National Bank of Belgium. As part of the Corporate Sustainability Reporting Directive (CSRD), large enterprises will also be obliged to report on their sustainability policy and the impact of their activities on people and the environment. Furthermore, they will be confronted with the Corporate Sustainability Due Diligence Directive (CSDDD), which obliges them to centrally tackle negative effects on human rights and the environment in their value chain.”

Liability risks
“More and more companies have to comply with the EU requirements for non-financial information provision and management, and are moving towards a social duty of care. Directors’ and officers’ personal liability for errors has always played a role in this, but is largely covered by directors’ and officers’ liability - or D&O - insurance. One of the most talked-about amendments to the new Belgian Companies and Associations Code that came into force in May 2019 was the limitation of directors’ and officers’ liability for ordinary management errors. Climate procedures such as those against Shell have an important signalling function in this respect. Directors are now more worried by claims from minority shareholders and other stakeholders.”

“In recent years, good progress has been made in the Belgian financial sector with regard to both governance and I&D,” Dirk thinks. “In 2019, the majority of banks, insurers and other financial institutions signed a charter that argues for greater gender diversity in the financial sector. They have committed themselves to setting objectives, taking concrete action, and setting positive target figures. This is partly due to the efforts of the Wo.Men in Finance organisation. What worries me is that many companies still tend to approach European ESG legislative initiatives as something that is far in the future, while every company benefits from timely and sound preparation.”

It is not sufficient to think about long-term value creation and innovation once every six months.

“Long-term value creation and innovation are coming ever closer to each other. For leading companies, this is the way to shape the future of their sector and strengthen their reputation. It is not sufficient to think about this once every six months and only report the minimum required for ESG. ESG topics should be placed on the agenda of each and every business meeting. As a firm, we contribute to this by informing clients about relevant legal developments, but also by implementing the ESG factors ourselves. In Brussels, for example, we have, in addition to our Think D&I Committee, the Think Green Committee, which has been taking initiatives since 2004 to make our business model more sustainable. Another indication of our value as a firm with the right ESG knowledge, expertise, and drive.”

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