Proposition 50K0782

Projet de loi portant diverses dispositions relatives à l'organisation des marchés financiers et diverses autres dispositions.

General information ¶

Submitted by

Groen Open Vld Vooruit PS | SP Ecolo MR Verhofstadt Ⅰ

Submission date

July 3, 2000

Official page

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Status

Adopted

Requirement

Simple

Subjects

stock-exchange transaction stock exchange financial occupation use of languages

Voting ¶

Voted to adopt

Groen CD&V Vooruit Ecolo LE PS | SP Open Vld MR FN

Voted to reject

N-VA VB

Party dissidents ¶

• Els Van Weert (Vooruit) voted to reject.
• Anne-Mie Descheemaeker (Groen) abstained from voting.
• Annemie Van de Casteele (N-VA) abstained from voting.

Contact form ¶

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Discussion ¶

July 13, 2000 | Plenary session (Chamber of representatives)

Full source

Mr. Speaker, Mr. Minister, colleagues, recently the stock exchanges of Brussels, Amsterdam and Paris announced that they would conduct a merger process as soon as possible for the creation of Euronext, a European integrated stock exchange of significant size. Therefore, the main objective of the present draft is to modify the institutional framework of the Brussels Stock Exchange, which is indispensable for the first phase of initiating the restructuring between the different markets and the integration of the Brussels Stock Exchange into the new structure. The three market companies involved in the Euronext project do not seek a merger in the legal sense. However, they become subsidiaries of a holding company under Dutch law – Euronext – under the regime of a structural company. This means that the current shareholders, in particular those of the Brussels Stock Exchange, exchange their securities for securities issued by Euronext, which will become 100% shareholder of the three entities. The integration of these three markets will be ensured by a new trading platform, in order to create a single market accessible from the three national access points. Such a single single platform naturally implies that all rules are the same everywhere, that there is a set of market rules, a rule book, an order book, uniform provisions for admission as a member of the market companies, harmonised control provisions between the three jurisdictions and a harmonised framework for the listing of the securities admitted to the listing of the different Euronext markets. In order to ⁇ these objectives, it is of the utmost importance that the legal merger procedure is completed by 1 October 2000. The purpose of the present draft law is to comply with the first expiration date, namely the closing on 1 October 2000, which was established in general consultation between the various market undertakings for the deposit of the securities. In that regard, it should be argued that only Belgium will have to change the institutional framework of the Brussels Stock Exchange. In this regard, I repeat that it is important to approve the draft before the parliamentary recession. Consequently, limited powers are granted to the King to carry out the various legislative changes. The draft also stipulates that the Minister of Finance will report on these decisions to the House of Representatives. Furthermore, the Minister undertook to submit to Parliament, once the State Council has issued its opinion, all implementing decisions, including those that do not need to be confirmed by law. Finally, I would like to point out that a second draft, in order to complete the amendment of the legal and regulatory framework of the Belgian financial markets, will be submitted to Parliament before the end of the second half of 2000. The bill includes three chapters. A first chapter contains several amendments with a more general scope and amendments to the laws of 4 December 1990 and 6 April 1995. The draft stipulates that the current market and stock market regulations of the Brussels Stock Exchange, with various, fragmented provisions relating to the proper functioning of the markets, will be replaced by a rule book. This rule book will be the same for the three markets that are integrated into the Euronext project, namely Brussels, Amsterdam and Paris, especially to avoid all the risks of forum shopping between the different markets. These provisions will be published in the Belgian Official Gazette. The integration of the Brussels Stock Exchange into the Euronext structure – a private-law structure – is incompatible with the preservation of the public-law status with the Brussels Stock Exchange. On the other hand, there is a tendency at the international level to privatize the stock exchanges, which corresponds to the essentially commercial nature of their activities. This privatization will go hand in hand with the strengthening of public control mechanisms to ensure the integrity, security and transparency of the financial markets, in the interests of investors. This explains why the so-called second-line supervisory powers of the Commission on Banking and Finance are extended to include aspects related to the administrative and accounting organisation as well as the internal supervision of securities companies. This public and external supervision replaces the functions previously entrusted to the government commissioner at the Brussels Stock Exchange. The Brussels Stock Exchange was, by the way, the only stock exchange structure with a government commissioner. I now come to the second chapter, which contains provisions relating to the establishment and operation of Euronext. The King may approve the re-grouping of Euronext. Furthermore, this re-grouping formula was understood in such a way that it could later, if necessary, be applied to other regulated markets of the European Community or to one or more markets outside the European Community which are subject to equivalent regulation. As stated above, the Brussels Stock Exchange will now be converted into a private private company. The shares representing the capital will be held at 100% by the overlapping company Euronext, whose subsidiaries will be the Brussels Stock Exchange, the Paris Stock Exchange and the Amsterdam Stock Exchange. In order to realize the Euronext re-grouping, to create a sufficiently homogeneous legal framework for the functioning of the Euronext markets and for an optimal functional integration thereof, an authorisation of the King is provided. Pursuant to Article 28 of the draft law, the Commission for Banking and Finance (CBF) is empowered to conclude with the competent foreign control authorities a type of cooperation protocol - MOUs or Memorandum of Understanding in matters specifically related to the functioning and control of the Euronext markets. These agreements are submitted to the Minister of Finance for approval. A third chapter contains several provisions. For example, the Brussels Stock Exchange will now be subject to a corporate tax in order to avoid any tax discrimination against other regulated markets. Currently, the Brussels Stock Exchange is still subject to corporate tax. I will save you the general discussion. I refer to the report. I will only give you the outcome of the final vote. The draft was approved with 12 votes for and 1 against. The following speakers will discuss the amendments.

Mr. Speaker, Mr. Minister, colleagues, it has not been obvious to prepare a presentation on this draft. This is largely related to the technical nature of the subject. I do not want to spend myself as a specialist in financial law, because I am not. I will try to formulate something meaningful around that bill. There are so many things that disturb me. I note that other colleagues have also found ⁇ disturbing things. Therefore, I think that my opposition vote in the committee remains relevant even today. I have written a dozen core concepts that I would like to formulate a few criticisms about. First of all, timing. On 22 June, this draft will be sent to the State Council with the intention of obtaining an opinion in the event of extreme urgency. The State Council manages to arrange this in a small week, but even there the possibilities to do this kind of work are limited. It is inconceivable that for such a technical draft law one had to ask for the highly urgent advice. The bill will be submitted on Monday, July 3. The annexes follow on 4 July. The explanation of the Minister and the discussion in the committee will take place on 4 July. The discussion and voting will take place on July 5. We will discuss this already in the plenary session. For a bill that is so technical and contains a number of extensive provisions, that timing is unacceptable. Secondly, the disrespect. The recent amendments are an example of this. I suppose Mr. Dirk Pieters will go deeper into this. There is another example. The Government motivates the high urgency of this bill as follows: It is extremely important that the merger process can be completed by 1 October 2000. In other places, the government states that this is not a merger in the legal sense of the word. In fact, it is not a fusion in the legal sense. The Brussels Stock Exchange Company continues to exist, although under a different name. One motivates the high urgency with a merger that must urgently become a fact by October. Third, lies or, more gently put, manifest untruths. When Mr. Jean-Pierre Viseur and I ask the Minister whether this privatization of the stock exchange has an impact on the financial condition of the Treasury, the Minister answers that there are no problems. I will wait until the Minister is ready to call.

I think the Minister is in contact with his employees and hears you with one ear.

What I have to say is not insignificant, but if the minister can hear me, I have no problem. I repeat, on the question of colleague Viseur and myself, whether the Belgian state has certain interests in it, the minister responsible for this draft law answers that there are no problems. Accidentally, as Deputy Member of the Infrastructure Committee, I receive the long list of government contributions provided by Minister Daems. In paragraph 43 I find — in a single list drawn up in French — that the public participation in the Brussels securities company amounts to 617 million francs. Mr. Minister, you look surprised. I can only state a contradiction. The list of the Minister of Public Companies shows that the government has an interest of 617 million francs. In the committee, the Minister of Finance, on our question whether the government has financial interests in the stock exchange, responded negatively. This is a manifest contradiction. A lie may be a heavy word. I assume that the Minister of Finance simply does not know that the State is participating in the Brussels securities company for 617 million francs. This is a serious gap in the preparation of the bill. In the list of Minister Daems there is something I cannot understand the scope of. There is also a participation of 587 million francs in the Brussels Exchange Clearing House. This may have nothing to do with it. I mention it alone. If it has to do with this, the Minister can inform us about this. Fourth, the principle of equality. In the past, at the beginning of this century, stock exchanges were purely private affairs that, in terms of structures, had not been pushed into a government rate slide. After the stock market crises of the 1920s and 1930s, it was decided to convert the private stock exchanges into public companies. The proposed bill deprives the Brussels Stock Exchange of its public-law character and transforms it into a private-law structure. There can be an exciting debate about this evolution. I would like to point out that, at least in theory, there is the risk of creating two types of stock exchange companies: on the one hand, private law companies such as the Brussels Stock Exchange and, on the other hand, the old system of public stock exchange companies that remains stable. In practice, there is probably no problem now. My knowledge on this subject is too limited, but I note that in your legislation you apply a different treatment for two types of companies that essentially do the same. It is up to you to address this inequality. Either all companies must be public law, or they must all be private law. However, you cannot maintain two different types of stock exchanges with a different status under the law. I give an example - you correct me if I am wrong -. When a public company makes a particular decision, it must be qualified as an administrative decision within the meaning of the Council of State, with all its consequences, for example the power of the Council of State to annul a number of decisions. If problems arise at the moment, you will have different legal treatment for two types of listed companies. One is eligible for ordinary civil courts and the other is still partly within the jurisdiction of the State Council. This must be accountable. I do not see any concrete responsibility for this. Fifth is the control. In the past, there was a stock exchange regulation that was adopted by the King after the advice of the interested parties. In subordinate order, there were market rules in which the market authority could impose further implementing provisions within the framework of the stock market regulations established by the King. Today, it is replaced by a system that eliminates the stock market rules and replaces the market rules. These market rules form in beautiful Dutch a rule book. However, this is no longer determined by the King. The control power of the government is transferred to the stock exchange company itself. It is 100% a subsidiary of a company under Dutch law. The Minister of Finance – not the King – must, of course, approve this. In this draft you will therefore have a shift of control in which the degree of control is lower and there is a shift from public control from the competent Belgian authorities to purely private legal mechanisms. I have trouble with that. At that time, the transition from private to public stock exchanges was driven by the need to resolve problems arising from a number of stock market crashes. I find this questionable. They throw away and steam a lot of control rights. Sixth, the powers. There has been a lot of talk about powers in recent days. Mr. Minister, in this bill you are making a real mess of it. I recognize no less than four different types of powers. I don’t know if all these types have already occurred in the past. I’m sure you’re also installing real innovations. The first type. In Article 4, which deals with the language legislation – I will return to this later – you have a mandate of unlimited duration. However, you use the classic system of ratification of the mandatory decisions. The second type can be found in Article 23, which deals with all types of measures related to the supervision of the integrity of the markets. This is the classic type of authority. You can amend the law until 30 June 2001 if necessary, but after that legislative amendments must be discussed in parliament, provided they have been approved six months. This is about the classic provision, and therefore it is ⁇ not a novum. Now we move to a more difficult category, the third. Article 29, §2 describes the degree of authority for provisions contained in previous articles. It is stated in Article 29, § 2 – the grading of powers – that the matters that the Minister may do within the framework of Article 26, § 2 – the re-grouping of Euronext – and Article 27 – the admission of other than normal members to the markets – are regulated by powers valid until 30 June 2001. This is a normal case, but, and that is a surprise, the well-known six-month regime does not apply, nor does the ratification by Parliament. There is a time limit, the government’s mandate is necessary, but there is no ratification arrangement. Is this a forgetfulness, or a novum in the arsenal of law enforcement? The fourth rule shows us a new type of authority. We also find them in the punitive article 29, which determines the degree of those powers. Paragraph 3 refers to the degree of powers within the framework of Article 27, Paragraphs 3 to 5. These include the supervision of BXS, the discipline scheme, the information to the companies and the commodity intermediaries. It is a permanent authority where there is no time limitation. A permanent mandate, subject to the six-month regime, although it is not explicitly stated that the classical system of ratification applies. It is limited to the provision: the ratification works back to this date. One does not specify at all that one should empower, but you can deduce from it with a little goodwill that it is intended that they should be empowered. It is surprising, however, that the mandate stipulated therein – where the ratification decision must be submitted to the Chamber – does not affect the minister’s power to amend the law. There are classical powers. They are of unlimited duration, but for the rest they are classic powers. There are powers which are of limited duration, but which do not require ratification, and powers which are permanent, which do require ratification, but on the basis of which the law cannot be amended. Mr. Minister, allow me to say that your mandate scheme – and I leave here for now all the principled objections to mandate, which we have already formulated thousands of times on this tribune – is a decent mess. Seventh, the punitive and disciplinary measures. In article 8 – in which you announce the amendment of article 10, §1, 9° of the law of 6 April 1995 – you say that a lot of things will be entrusted to the stock exchange company. This includes determining the amount of the fines. The State Council states that you cannot transfer the power to determine the amount of a fine to a private securities exchange company. In the next disciplinary procedure that takes place in this framework or in the first fine imposed in this framework, the one who takes a good lawyer will go here completely freely. By the way, the State Council has more generally pointed out that the powers and delegation rules and everything that has to do with sanctions and discipline can be difficult to delegate. However, I did not have the time to work out this entirely. Eighth, the too large delegation. The King may take all other necessary measures to enable the establishment of adapted management structures. This is BXS. The State Council says that the description of all other necessary measures is far too broad. When I compare the front design with the design itself, however, little has changed, even more, nothing! I could also have addressed the ninth point in the category of innovations in mandatory legislation. Article 28: The Commission for Banking and Finance may conclude agreements with its counterparts in other countries. Then I read at first glance a number of implementing provisions, with the exception of § 2. Those agreements which the Commission for Banking and Finance may conclude with foreign audit bodies may derogate from the Act of 6 April 1995 and implementing rules. What does the State Council say about this? The State Council is as correct as possible. It is a legislative delegation, from this Parliament, not addressed to the King but to the Committee for Banking and Finance. What you are actually going to approve here is a bill draft in which one does not even delegate to the King but in which one delegates to the Commission for Banking and Finance. This gives that committee the opportunity to lay down and change the legislation that we approve in this House. This is unacceptable, which is unconstitutional and contrary to Article 105 of the Constitution. This is stated by the State Council. I will add something more. In my opinion, it is also contrary to the constitutional provisions concerning the conclusion of treaties. I do not want to go deeper into this, but think about it. We can assume that the agreement between the Commission for Banks and Finance and the Dutch or French authorities exceeds the legislation because it falls under international law. Then it is a treaty and it must be approved according to the rules of treaties. This is not done either. Third, the language legislation. On this point I was initially stunned. If that had not been the case, colleagues, then I would probably have gone through everything else more easily. However, my interest has now been aroused by this point and thus I have also started to read the rest more thoroughly. Article 4 of the draft also establishes a kind of system of authorization for amendments to language legislation. I still have trouble understanding the scope of it. If I have understood it correctly, then the current state of the stock exchange society is of a public law nature and that society thus falls in principle under the application of the language legislation for administrative matters. However, it may not be applied. That is possible. After all, this has also been the case with a number of public credit institutions where it has not been applied for a long time and then found a way out. Now there is a private law association of which only in limited cases falls under the language legislation. In addition, the Minister is then offered the possibility to change the language legislation in the sense that English is introduced. This is well explained in the memory. The functioning of the exchanges, of the disciplinary committee, of the professional committee and such matters, that must all be possible in English, right? The motivation for this is the fact that it actually already exists with Belgocontrol and BIAC. The reasons for the existence of exceptions may have been interpreted differently. The reason is simple. In the initial arrangement of language legislation, the fact that Zaventem is located in the Flemish Region would have the effect that very few French-speaking elements could be included there. Therefore, there is the possibility to make exceptions, in order to meet the French speakers. Maybe it was only later interpreted in such a way that it could also be interpreted for English. In any case, the starting position of the stock exchange company is by no means comparable to the Zaventem discussion of BIAC. Why am I stumbling over this now? I don’t like to let the language legislation be closed in a quasi-accidental, hasty way. My group has probably already prepared four or five bills related to language legislation. They are always stopped. There is always a reason to not treat them, although it is often very reasonable. Such a thing is unacceptable to me. The urgency of this section is non-existent. It is announced that a second bill will be drafted after this bill. Nothing prevents you from conducting this discussion at a time when there is more time to look at this thoroughly. I would like to hear from you the actual scope of these provisions. I am especially concerned about the precedent value. In particular, it concerns the language scheme for professional practitioners. Suppose it would not be discipline commissions within the framework of securities exchanges, suppose it would be the language system for the Order of Veterinary Physicians, the Order of Physicians or the Order of Lawyers. Mr. Minister, you would never get that through parliament. Well, I do not accept that for one category of professional practitioners, for example, English-language disciplinary procedures should be provided. If a lawyer settles in Brussels today, even if he is an American who after a few exams gets his diploma recognized to be active at the Brussels bar, then he must choose the Dutch-speaking or French-speaking bar. If he has a discipline problem, he will go through the procedure in Dutch or French depending on the ballie he has chosen. Why should that be different for the people of the stock market? Worse, what guarantee is there that the discipline government itself will not be entirely made up of English speakers? One of the things I have noticed is that the principle of the Vice-President is being removed. That sounds very innocent, but we know this country. If there is a chairman of something that is federal or bicommunal and there is also a vice chairman, then we know why that is the case. Both languages are represented. This is reflected in the context of the entire Euronext situation. The sensitivity is lost. The Brussels Stock Exchange will be fully controlled by Euronext; it will become a 100% subsidiary. Nothing prevents that the market authority that is ultimately designated there, for example, would consist of four English speakers or that the disciplinary authorities would consist of English speakers. I believe that in this draft there is no guarantee in this regard.

Mr. Borginon, do you want to close quietly?

I will conclude not quietly but almost immediately. In short, we are against the principle of Euronext. But who are we to not want to see the internationalization that occurs on the stock exchanges? Who are we to want to undermine the competitive position of the people who are active there? However, this messy text rammes on all sides. He is simply not approved. You cannot require us to approve a text of this nature. I am surprised that the banks of the majority do not come to the same conclusion. Since this draft will be approved anyway, I really hope that the second draft you announced will do in at least twenty articles on repair legislation.

I will give the floor first to Mr. Pieters and then Mr. Leterme will be the last speaker. Is it so good? You have the word in coda, Mr. Leterme, you can also have in codam venenum, an accusative of movement. That is something else. Mr. Pieters, I ask you to pursue the coherence as well if you can.

Mr. Speaker, I will try. I do not necessarily want to make a long presentation and will therefore not repeat what has already been said in the committee. I will not return to what has already been said in the committee. In this regard, I refer to the report and especially to the text because it more clearly reflects what emerged from the debate. If we read this report, we can be impressed by ourselves. We have paid attention to the essence of the matter. We were able to understand the timetable for the realization of Euronext, which was best arranged before the summer vacation. However, the legal aspect has received less attention. The “yes” vote in the committee of the Commissioners and myself is an agreement with the substantive aspect, a support for the Euronext principle more than an effective agreement with any provision of the present draft. Mr Borginon’s brilliant presentation proves that he has now developed more arguments than could have been done in the committee. Mr. Borginon, you mentioned this in your introduction. Mr. Leterme will also point out this later. It is true that we have had to work in extremely ungrateful circumstances in a very short timeframe. When such an important text is presented, one cannot a priori suspect that there are so many legal angels. The day after the Minister’s presentation we had to be able to formulate our comments on all relevant points. This is not always easy when it comes to legal matters, especially when we are dealing with busy agendas. However, the time that one wants to gain by acting quickly, one can also lose later. This is something we need to keep in mind in the future, following this bill. In this way we are not going forward because either the draft will be approved tomorrow and will give rise to many problems that will subsequently require new legal work, or another solution will have to come up. Mr. Minister, I will focus on a problem that has not yet been signaled and is related to Article 23. I would like to mention this now, rather than in the article-by-article discussion, because it illustrates Mr Borginon’s presentation. Mr. Borginon, this is an element that you have not even touched yet. It is a matter of Article 23, § 1, 2° of the draft which mainly relates to the disciplinary committee of the market, in particular its composition, powers, functioning and procedure. Article 23, §1, 3° of the draft refers to the appeal committee which is competent, inter alia, to take notice of the appeal against the decisions of the disciplinary committee. In this regard, it is assumed that this is in accordance with Article 78 of the Constitution and therefore falls within the scope of optional bicamerism. This means that the Senate can evocate if desired. For our lawyers, there is no doubt that this does not fall under Article 78 but under Article 77. The House of Representatives and the Senate shall have equal competence over the laws referred to in Articles 145 and 146. I will also read these articles. Article 45: Disputes concerning political rights fall within the jurisdiction of the courts, subject to the exceptions provided by law. Article 146 of the Constitution of the Russian Federation stipulates that no body charged with actual law may be established except by virtue of a law. No extraordinary courts or commissions may be established under any name. According to Article 77, there can therefore be no doubt that these matters of Article 23, having regard to Articles 145 and 146 of the Constitution, belong to the mandatory bicameral system. If this is true, the design should be adjusted at this point. I refer to the opinion of the State Council that you can find in the printed document no. 608/1, page 21 of the Chamber, annual period 1995-1996. The Council of State states, I quote, that it cannot be assumed that the King may settle a matter which belongs to the joint competence of the Legislative Chambers unless the Senate has authorized him to do so in advance together with the Chamber. Mr. Minister, you hear me coming. Article 23 cannot, in our opinion, be approved unless the Senate has made a decision in advance. Mr. Speaker, the CVP requests that this problem be submitted to the Chamber and Senate Consultation Committee so that this committee can give exclusion on this point and, if necessary, re-qualify the draft. We assume that our request will be accepted. Nevertheless, we need to make an amendment to Article 1 aimed at either removing Article 23 or, in a subsidiary order, supplementing Article 1 with the words with the exception of Article 23. In short, for the CVP it is absolutely necessary that the consultation committee is convened. In other cases, it is unconstitutional.

Mr. Speaker, Mr. Minister, colleagues, we are currently discussing the bill concerning the merger of the stock exchanges of Brussels, Amsterdam and Paris. Already on March 21, the Euronext project was announced with a lot of poeha in the media. The present bill is nothing more or nothing less than the amendment, not to mention the abolition - of the organic law of the Brussels Stock Exchange. Anyone who has tried to read the bill can not help but conclude that it is a highly specialized matter that, like other drafts, is being chased with the karwats by the parliament. Over the past few weeks, we have been beaten by the ears with the high urgency as if the end of the legislature was approaching. There could not be a thorough parliamentary discussion. By the way, I would like to note that as a member of Parliament, I still do not have the report of this draft law. It will probably be on the Post again, as was the case for the Social Program Law. Mr. Minister, despite the appearance of you that this bill only regulates a number of legal and technical matters in order to complete the legal merger by 1 October 2000, I would like to make a number of important observations and there are, in my opinion, a number of adhesives under the grass. I refer to a number of fundamental observations made by the State Council, in particular concerning the authorisation of the CBF to conclude agreements with foreign supervisors. For the sake of honesty, I would add that these agreements must be submitted to the Minister for approval. As Flemish nationalists, we cannot accept that the King is given too much authority to deviate from the coordinated laws on the use of language in administrative matters. I will return to the draft law itself. Anyone who is a bit familiar with economics knows that the stock exchange plays an important and central role in a market economy. The business world, especially the Flemish companies, can only grow if this growth can be financed by individuals and families who invest their excess savings. With the merger of the stock exchanges, it is very likely that many prominent Flemish companies currently listed in the Bel-20 will be listed much lower on the Euronext list and that there will be very few Flemish companies listed in the first 100 companies. This poor positioning will undoubtedly lead to reduced attention with lower price quotations resulting. You will undoubtedly still remember the story of Petrofina that was listed on the New York Stock Exchange. As a relatively small European company, it was unable to attract the necessary attention so that its share in value decreased. If this scenario falls on our own companies, it will not benefit the economic anchorage. Another aspect that is nowhere discussed is the potential consequences for companies for both economic and tax legislation in the field of corporate law, tax legislation and accounting legislation. If it is intended to align the financial legislation primarily with that of France, that is for us a second reason why we cannot support this bill. Finally, it is curious that in the discussion about the merger of the stock exchanges of Brussels, Amsterdam and Paris, Luxembourg is nowhere mentioned. However, Luxembourg is an important partner in the entire Benelux economic construction. It is unclear why Luxembourg was not included in the stock exchange alliance. For the Flemish Block, this whole merger of stock exchanges is not really convincing and is plagued by poor legal work. We will not approve this bill.

Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, I will be brief than the previous speakers. As I said before in the committee, this bill is not absolutely a priority for environmentalists. Nevertheless, we believe that we can find there two reasons for hope or long-term vision. The first aspect concerns the control of financial flows. In fact, it seems perfectly logical to us that it will be technically easier to control financial flows through a small number of large exchanges rather than through a large number of small exchanges. This concentration will not multiply the stock market operations but will bring them together to possibly allow for better control. The second aspect in which we think we can support this project is the fiscal aspect. We regret that there are no more tax aspects included in this project, but the transition to corporate tax rather than corporate tax, as previously, is a step towards more equity. On the other hand, we believe that all three exchanges will not be able to operate on different tax bases: there will therefore be a need for some harmonization. Anything that goes in the direction of a tax harmonisation at the European level is for us the most to grow. My last comment is that I was struck by one of Mr. Mr.’s arguments. Borginon, not the one on linguistic laws but the one on the participation of the State and the list provided by Mr. Borginon. by Daems. In the case of 600 million. Daems, this is not a small affair. I hope we can get an explanation on this. the minister to probably confirm his first response but also to explain this presence on the list provided by one of his colleagues.

The last speaker is Mr. Leterme. I will not suspend the meeting. I asked for the cold buffet to remain accessible until 20.30. This does not mean, Mr. Leterme, that you must abuse your speech time.

Mr. Speaker, I am especially sorry that you are suspicious of me in this regard. I just wanted to take the opportunity to send a very warm greeting to my colleagues from the SP and the PS. I regret that no socialist deserves to do his job by standing up for his ideas, at a time when no committees are working anymore. Mr. Speaker, I will now make a few comments that I normally had reserved for the article-by-article discussion. I agree with the words of colleague Pieters addressed to colleague Borginon. Colleague Borginon, we have since listened with some admiration to your structured presentation. We are also looking forward to the responses of the government. In any case, I would like to express our admiration for your thorough criticism of this bill. I immediately come to the same conclusion as colleagues Pieters and Borginon. Mr. Minister, I regret that such an important bill has to be discussed on a draft. I think that in our country almost no one doubts the need to strive for a scale increase in the European stock exchanges and in particular to reposition the Brussels stock exchange in the international landscape. I think you can count on a very broad consensus on this. I repeat that the CVP group is in favour of alliances that properly incorporate the Brussels Stock Exchange into that scale-up. Our criticism is mainly related to the fact that further investigation gives us the impression that this government is incompetent to organize this in a legally correct way. We regret this. In this regard, we agree with the arguments of Mr Borginon. Collega Pieters referred to the problem of Articles 77 and 78 of the Constitution. Mr. Speaker, I would like to limit myself to two brief comments that led to the submission of two amendments. With some bitterness, I say amendments because I am almost certain that further examination of the text – the colleagues from the Senate will undoubtedly seize this opportunity – would reveal some confusion, uncertainty and conflict with other legislation or even with the Constitution. My amendments have a limited scope. In the first amendment to Article 8 of the draft law, we point out the presumption of a material defect. In the final of paragraph 1 of Article 8 reference is made to Article 25 of the draft law. It does not seem to us impossible that there is a material misconduct in this case, since there must be a reference to Article 27. Subsequently, I would like to point out that the in fine reference in paragraph 1 of Article 8 would be better adapted. Indeed, there is a very clear risk of conflict between, on the one hand, the fact that the so-called rule book would apply on the three markets while, on the other hand, the reference to the provisions of Article 25 is made. The King, de facto the Belgian Minister of Finance, may, on the advice of the CBF, determine the minimum requirements to which the common rules must meet and may also adapt those market rules to the transposition of European regulations in question. The latter is very obvious, but it remains a contradiction to, on the one hand, speak of a rule book common to the three markets and, on the other hand, abandon that possibility. This is subsidiary to the wording of our amendment, where the reference in Article 8, paragraph 1, at the end may also have to do with a material defect. Something else that has a less administrative and political scope, but which we believe a text adjustment is inevitable, can be found in Article 2 of the draft and our amendment to it. Article 2 of the draft proposes to repeal Article 7 of the Act of 4 December 1990 on Financial Transactions and Financial Markets. These are the words of the draft as it was approved in the committee. I tell you that in all openness, following colleague Pieters. Article 2 therefore repeals Article 7 of the Act of 4 December 1990. However, we note that Article 30 of the same bill in its first sentence refers to securities companies that are legally defined by reference to, I quote: ... as referred to in Article 7 of the Act of 4 December 1990 . Of course, this bill must have the intention of achieving a certain perennity and it is not the intention that this is a very short life. This means that this bill becomes law upon approval and that it then refers to an article 7 which would have been repealed under the same bill in the meantime. The definition or description of securities companies would then refer to an item that has not existed since then. Here is the explanation to the second amendment. Until then, also my presentation in the general discussion, anticipating and replacing a possible explanation in the article-by-article discussion. These are two amendments. We are convinced that, in line with the very good argument of Mr Borginon and what Mr Pieters has added to it with reference to the constitutional problems, the legitimate ambition to place the Brussels Stock Exchange in a broader international context, in broader alliances and structures, deserves more care and expertise. In this regard, the design disappoints us. We are waiting for the response of the government to determine our position at the final vote, but the text that is now in advance still raises a lot of questions.

Mr. Leterme, I think you have also explained the amendments after your speech. We will see if Mr. Borginon will return to his amendments later.

Personally, I found this discussion very interesting. I give you the word.

Mr. Speaker, in the somewhat intimate atmosphere usual at the end of the day in this assembly, I will answer from my bench. I would like to thank the parliamentarians who worked in a committee on this project, I acknowledge it, in conditions of urgency; as I pointed out from the debate in a committee, they were due to the fact that we are trying to move forward in Belgium - the only of the three countries - towards an adaptation and modernization of our legislation. In fact, the Netherlands and France no longer have to do so since their legislation has already been adapted in view of the Euronext operation. I had already specified before the Finance Committee and my guest, the current director, chairman of the board of directors of the Brussels Stock Exchange, that this transaction should produce its first effects at the end of September. Therefore, it seems to me that we should obviously work before the end of parliamentary holidays. I am already responding to Mr. Borginon, saying that we should also work through delegations of competences and qualifications to the King, since I misunderstand that we will have the opportunity in September to vote on legal texts in our two parliamentary assemblies when it is necessary or in the House when it is only competent. I thank the parliamentarians for working in this way and especially all those who, today, again intervened and pointed out a number of problems that could exist at first sight in the text of the bill, as well as the contradictions that may appear between statements I made in committee and the tables that circulate in parliament. First of all, I would like to confirm Mr. Borginon says there is no participation of the State in the Brussels Stock Exchange Society. So the table that appears to have circulated does not correspond to the reality with regard to the Brussels Stock Exchange Company. I confirm this situation.

Mr. Speaker, I do not like to say this, but this is a rather serious incident. This is not just a list circulating, but a list dated 7 July 2000 and transmitted to the effective and substitute members of the Committee on Infrastructure, communicated by the Minister of Telecommunications, Public Enterprises and Participations. When I read this, I thought it was about something different than what relates to this design, but it is literally the same. If Mr. Daems’s list states that it is about 617 million, then I want you to believe that you think this is not the case, but this comes from somewhere. I do not know if Mr. Daems is still here nearby.

I have already advanced it once, I do not wish to do this twice, but I understand your comment.

There is no participation of the State in the Brussels Stock Exchange. That is certain. There may be a problem with the list of the treasury. I think it is a list of the Treasury of the Ministry of Finance.

For a moment, Mr. Tavernier wants to intervene.

I would like to conclude, otherwise things will become very complicated. The text submitted to you confirms that within the Société de la Bourse de Bruxelles, there are only shares coming especially from credit institutions and that is ⁇ where the problem comes. In our country there have been a number of public credit institutions which, by successive decisions of different majorities, have been transferred, in particular, to the private sector. I do not exclude, but I will verify the origin of the error that appears in this table, that there are still a number of references to participations and therefore shares held by institutions that are no longer in the perimeter of the State. I understand the difficulties encountered by my colleague Rik Daems because it is true that today, drawing up the list of the shares held by the State is a large-scale work that regularly encounters a lack of information. I fear that here this defect is related to the fact that public credit institutions held shares, which is no longer the case. I confirm to you, as I told you in the committee, that there is no participation of the State in the framework of the Brussels Stock Exchange Society.

This seems clear to me.

Mr. Speaker, given the existence of a list that was officially submitted to the committee, I think that this can be requested through the Presidency to Minister Daems. I am convinced that the Minister of Finance himself wants to know what it really is about.

I will try to find out by tomorrow. Something must have gone wrong somewhere. I let it check.

Mr. Leterme wants to say something.

I agree with Mr. Tavernier’s suggestion. I have already called Mr. Daems twice. However, it seems to me essential that we not only receive the confirmation of the list referred to by colleague Borginon and distributed to everyone. The Minister of Finance stated, on behalf of the government, that there was a mistake. What we also want to know – I think the parliament deserves that respect – is what is the origin of that mistake. However, in the context of budgetary policy, among other things, it is quite essential to know what figures are working on. Furthermore, in order to ensure the good public interest, we would like to know whether all members of the government work with the same basic documents and the Parliament at least has the same basic figures. So I don’t just want to get the confirmation whether this document is correct or not. Mr. Minister, you later told Mr. Borginon that it is a false document. I believe that we also have the right to know where the error is and what is the reason why a document, which we normally should rely on, does not contain the correct information and therefore the Parliament is misinformed. As colleague Tavernier suggests, we will receive this information preferably tomorrow, before we vote on this draft.

Mr. Leterme, I will take into account the statement of the Minister of Finance, with the figures and the title indicated in the document that is rounded. We will ask this urgent question and see today or tomorrow morning what is going on. We cannot improvise.

I have a answer given, but I will ask also to Mr. Daems stellen. That is perfectly possible. There is no doubt in this matter and I confirm again what I have said to you in the committee. For most of the questions raised, I would like to be able to return to the debate we had in the committee. But since amendments have also been submitted during this general debate, I think it is useful to answer them. I can understand that the complexity of the matter and the slightly voluminous nature of the submitted documents cause a number of confusions which, therefore, suggest that the text would, as I have heard, be filled with legal errors. I will begin with the amendment which I find most logical to read and which can be understood if one has not had much time to examine the text. Through Amendment No. 2, I am told that Article 2 of the draft must be deleted since it removes Article 7 of the law of 4 December 1990 and that, in Article 30 of the same draft, a reference is made to that same Article 7. What is more struck by common sense than such an amendment, at first glance, except that it is necessary to continue reading the following articles, in any case until Article 33. The latter specifies that Article 30 produces its effects from the tax year 2000. It therefore means that the companies referred to in the article which will one day become the former article 7 will be subject to corporate tax from the fiscal year 2000, income 1999. The King shall fix the date of entry into force of each of the other provisions of this law. There will be no simulated disappearance of Article 7. Article 7 will disappear from the 1990 Act when a royal decree sets forth the entry into force of Article 2 of that draft. I can understand that the technique is a bit complicated. by Mr. Borginon once said that there would be a lot of articles in a law of repair. This is a law of repair. It is true that my predecessor did not think of making corporate tax applicable to these different structures. We do it and we must do it with retroactive effect - this does not cause any difficulties either for the companies concerned or for the tax administration - from the fiscal year 2000, revenues 1999. Then, Article 7 of the 1990 Act will disappear when we have fully settled the tax situation. I can understand that at first glance, this article is surprising because it seems obvious that one cannot cite an article that is removed elsewhere. In fact, it is not removed; it is said that its removal will be determined by a royal decree that will fix the entry into force of article 2 of the current draft.

I have taken note of the Minister’s explanation. I think it is a meaningful explanation, which explains a lot. I think this is an illustration of how we had to work. The problem is largely due to the incompleteness of the explanation in the draft law. I have unsuccessfully sought an explanation, both in the general and in the article-like explanation, to explain this anomaly. You have given the explanation in extremis, the day before the Chamber must take a decision on this design. The true was more coherent if this was expressed in the memory of explanation. Your explanation seems plausible. It is important that today it is stated that Article 33 must be interpreted in the sense that, inter alia, Article 2 will enter into force later than Article 30. Had that clarification not been given today in the plenary session, it would have led to confusion. Again, this perfectly illustrates how we should try to discuss and approve texts with hasty work. I think the explanation you have now given, Mr. Minister, will save you problems in the Senate discussion.

My Lord of the President, is me a question gesteld, and I give a answer. Omtrent article 2 - now article 7 - van de wet van 1990 is no confusion possible. Terzake have both my administration as of involved company (Beurs van Brussel) their accord gegeven. I think there is no concern to have about this. But the usefulness of a plenary session is of course to supplement the information that has already been exchanged in the committee.

Preparatory work can be very important, especially when an amendment is withdrawn following a statement by the Minister.

Mr. Speaker, in your capacity as chairman of the House, you must pay attention to the conditions under which the parliamentary work is carried out. On June 22, the draft was transmitted to the State Council. Twelve or twenty-four hours before the beginning of the discussion in the committee, the document is submitted to us. In the article-by-article explanation, nor in the memo of explanation, nor in the general explanation, it is explained what this relates to and where the contradiction between the two articles, which is evident without the explanation of the Minister, can be eliminated. I find it quite sought-after that when we, as the opposition, declare to fully agree with the spirit and objectives of the draft and, in addition, after having read it, ask for clarification and point out anomalies, then the President is quite cynically saying that it is best to withdraw this amendment. I would like to do so, Mr. Speaker, but I think you could have pointed out to the government with the same flair that it must enable parliament to work under normal conditions.

Mr. Leterme, in the consultation committee to which some members participated, the representative of the government answered a question concerning the deadlines, which was initially considered - in honour and conscience - to be able to regulate this matter without having to appeal to the legislature. In the course of the preparatory work during the meetings that were noted - one felt obliged to regulate this matter in our country by law, while the two partner countries did not need a legal framework for this. Each country is, of course, in its specific situation. According to the government, an explanation was provided in the consultation committee. Then, experience has taught me that when a government statement has an effect on an amendment submitted, that statement weighs even more during the preparatory work. That is all I wanted to say, and without at least wanting to be cynical.

Mr. Speaker, I thank you for your response.

This exhibition already has a much better tonality. I take note of it.

The work was done in this way and also very quickly at the government level, given the need to adapt our legislation to the ongoing operation. This adaptation is a consequence of the 1995 and 1999 financial market legislation, legislation that was obviously not bold enough in modernizing the sector. The government worked as quickly as possible: the State Council opinion arrived to us on Friday, the text was deposited in the House on the following Monday, modified and adapted according to the State Council opinion. I am referring to two other amendments concerning Articles 1 and 23. We are proposed to exclude article 23 from the scope of the project or to remove it purely and simply, considering that a problem would be related to bicameral competence. Despite the short time between the State Council opinion and the submission of the draft, we tried to answer the problem raised by the State Council, which asked us for additional explanations. I am referring to amendments 4 and 5, which relate to Article 1 and Article 23. In fact, one can fear that, by provisions which would not be presented as bicameral, a project affects competences of courts and courts. This is not the case. We actually wanted, through what became Article 23 following the opinion issued by the State Council (modification of numbering), to modify certain instructional and sanctional powers, currently assigned to public procurement authorities and disciplinary commissions, thus directly to administrative authorities in matters of public interest. It also targets – we have clearly specified it at the request of the State Council in the explanation of the reasons – the administrative non-judicial aspect of the control of the application of the rules on initiated crime and course manipulation. Administrative authorities, i.e. market authorities, are already involved in this matter. Therefore, it does not interfere with the government’s intentions to change in any way the jurisdiction of courts and courts in this regard. It is simply up to the King, within the framework of this authorization, to modify the competences of administrative authorities, as is also done in the neighboring States. We wanted to answer a general comment that was indeed included in the State Council opinion. Therefore, I ask that the text or the authorisation or the project in this matter be not modified. I will have the opportunity to explain and probably convince our colleagues senators of this same approach. Finally, a possible contradiction is mentioned, through the amendment no. 3 to article 8 of the draft, which amends article 10 of the laws covered by the same draft. I do not fully understand the concern in this matter, as our aim is nothing but to maintain a public competence to control the correct transposition of directives into the different rules that will be applied on the market. If we read this text again, I find it useful to refer to provisions that are subject to the approval of the Minister of Finance. I would like to confirm the attention of Mr. Borginon said that there is indeed a difference between a technique of authorization by the King or a technique of approval by the Minister of Finance, in terms of intervention by public authorities. But we still wanted to maintain a capacity to verify the correct transposition of the directives. You know, Mr. Speaker, because this is a topic that is regularly discussed in this assembly. It is true that we have experienced some delay in transposing the directives. The Government Commissioner in charge of this matter, Mr. Willockx, and myself, accelerate the updating of our right in compliance with a number of guidelines. And I would find a particular reason to prefer rules, defined by the contracting authorities, which would be common to the three countries without allowing the Belgian public authority to attempt to transpose or enforce a number of directives more quickly. It is therefore necessary to maintain the reference to Article 25, rather than to move it to Article 27, in order to maintain this link with the intervention of the public authority. As a conclusion, I would like to further add that I maintain the comments that have been mine to the authorities of the Brussels Stock Exchange, and that are also those of the Parliament, with regard to the deadlines within which we must work. We wanted to avoid being able to embark on an extensive interpretation of the habilitations already existing today. As mentioned in the procedural debates that have just taken place, it would have been possible to increase the number of interpretations of existing authorizations. We preferred to submit the whole to Parliament, as it was appropriate to do, in my opinion. We did this, however, knowing that the conditions of speed are such that some questions could remain unanswered for a while. I will then try to address this in plenary session, especially in the Senate if the latter so wishes. Beyond this, I would like to say that we tried to work under these conditions by telling ourselves that it was important, in a text like this, to fully inform the assembly, not only of the authorization, but of what will happen from it. As I confirmed about the projects allowing the transition to the euro that your assembly adopted some time ago, for all the texts of implementation of this law, let it be one of the four categories of special powers highlighted by Mr. Borginon or other, more traditional, provisions of execution by the executive power, there will be communication to the Finance Commissions of the Chamber and the Senate as soon as these texts are returned to us from the State Council, that is, before their final approval. I believe in fact that we must continue on the path to complete information on how the EuroNext operation takes place. I fully understand that there may still be a number of hesitations on certain articles. I would therefore like to give concrete answers to the amendments at this session. But I think above all that we will still have to discuss, when we return, not more specific projects for the implementation of the EuroNext dossier, but projects that will go further within the framework of the reform of the prudential control. When we address the problem of prudential control in general, we will, of course, have a debate according to the usual rules, respecting the deadlines and avoiding getting Parliament to work in the rush, which I still thank today, because I thought I understood – and I had already noticed it in the committee – that even on the opposition banks, everyone wants not to let the Belgian financial market go away but that it is allowed to integrate into an important operation that is that of EuroNext.