Independent Directors Controlling Shareholders

These are the slides accompanying a presentation given by Jan Cerfontaine and Hans De Wulf, at the “Listed Companies day” organized by Guberna and VOB-FEB in November 2022. They argue that regulators, governance codes, supervisory authorities rely too much, in a system with controlling shareholders like the Belgian one, on independent directors to solve governance problems. If independent directors are to play the role envisaged by these governance authorities, changes to both mandatory statutory corporate law and to Belgian board culture are required.