Proposition 53K1603

Projet de loi modifiant la loi du 21 mars 1991 portant réforme de certaines entreprises publiques économiques.

General information ¶

Authors

CD&V Leen Dierick, Nahima Lanjri, Jef Van den Bergh, Liesbeth Van der Auwera

Submission date

June 17, 2011

Official page

Visit

Status

Adopted

Requirement

Simple

Subjects

supplementary pension remuneration of work corporate governance managing director severance pay public sector board of directors rail transport

Voting ¶

Voted to adopt

Groen CD&V Vooruit Ecolo LE PS | SP ∉ Open Vld N-VA LDD MR VB

Contact form ¶

Do you have a question or request regarding this proposition? Select the most appropriate option for your request and I will get back to you shortly.

Discussion ¶

July 19, 2011 | Plenary session (Chamber of representatives)

Full source

The Act of 6 April 2010 concerning good governance in publicly listed companies and public companies introduces a system on variable remuneration and departure fees for the top management of public companies. The agreements should include that directors and management can allow derogations, but this must be approved by the general meeting.

Due to an anomaly in the law, three railway companies were excluded from this, namely the NMBS-Holding, Infrabel and the NMBS. For these three railway undertakings, in the present bill a regulation was proposed that deviates from the existing standards on public undertakings. For the other public companies, the competent minister is also involved in the procedure for possible deviations in the renumeration. This bill will correct this and eliminate the anomalies.

Corporate governance is the organization of power within a society with a view to a better balance between management, control and shareholders. This is an essential element for the proper functioning of the economy.

In every company, public or private, there are a large number of stakeholders. Corporate governance enables mechanisms of control and balance to be activated, in order to ensure that the decisions taken by the company respect the interests of each of these parties. It is about setting up counter-power mechanisms to prevent certain groups of individuals from serving their particular interests at the expense of the interests of society.

Obviously, the financial crisis did not fail to raise the issue of corporate governance, this crisis that has demonstrated cruel failures: mechanisms of good governance have clearly not been applied by the companies concerned. I think of Fortis and Dexia.

On April 6, 2010, while even this assembly voted a law improving corporate governance, my group supported the need to go further, that the law was only a first step in the right direction. This law enabled, indeed, a great urgent and necessary advance.

However, despite months of negotiations within this parliament, divided between the defenders of the code of good governance and those who, like us, want to legislate, an error has slipped into the text of the law, which is why the proposal that occupies us this morning is important. We are correcting this mistake and restoring the balance for all public enterprises.

However, the bill did not transpose the text of the law identically. Therefore, an amendment was submitted so that all public enterprises are on an equal footing. My group, of course, supports this text and is also a signer of the amendment.

It is unnecessary to remember that the matter of good corporate governance is an absolute priority for the PS. There are two main objectives: transparency and smart governance. We consider it important to continue to move forward. We said it at the time of the bill: we must not stop there. In particular, we are in favor of a tightening of the remuneration policy in both public and publicly listed companies.

For my group, the only way to move forward is to legislate. We do not believe in the only code of corporate governance that, as the liberal trade union said in commission a week ago, is a marketing tool. So let us legislate, let us continue to introduce objectivity and decency in the remuneration of certain leaders. Today, we are moving forward in public companies, last week it was in terms of remuneration of non-executive managers. But another debate began in the Commercial Law Committee on the remuneration of all directors, companies listed as public companies. The latter must be the example.

We cannot accept that some earn millions, that their wages outweigh any understanding, any economic reality, especially when it comes to public money, while workers fear for the future of their jobs: this is unacceptable! Wage differences are growing, wages are flying. The financial crisis has demonstrated to what extent the banking sector is disconnected from the real economy. It also highlighted the salaries of its executives who were disconnected from any economic reality and the reality of the wage policy implemented in their company.

At the PS, we want to limit the remuneration of executives of public enterprises; we want to publish the wage differences within listed and public companies; we want to limit and tax variable remuneration or link the variable salary of executives of autonomous public enterprises to the fulfillment of qualitative objectives in the field of public service tasks. It is urgent that we move forward in this debate and that the bosses regain some decency towards the workers and society.

Before giving the floor to Ms. Dierick, I would like to say that at last week’s session, Mr. Dierick The Secretary of State Wathelet had informed me that he would like to see the bill proposed by Lanjri, Becq, Dierick, Fonck and Delacroix regarding the access to the territory, the stay, the establishment and the removal of foreigners in relation to the prohibition of detention rejected a little further in our agenda, being understood that Mr. Wathelet, the Secretary of State of the United States of America, and the Secretary of State of the United States of the United States of the United States of the United States of the United States of the United States of the United States of the United States of the United States of the United States of the United States of the United States of the United States of the United States of the United States of the United States of the United States of the United States of the United States of the United States of the United States. Wathelet is held by a meeting at the JAI.

I therefore propose to move point 4 of our agenda and I suggest that each group warn its speakers, in particular Ms. Genot, who is the rapporteur, to tell them that this bill will be discussed at the end of the afternoon or at the beginning of the evening. It is better for the minister to be there, but the meeting of the JAI is an imperative from which he cannot escape.

If all the world is in agreement, it and will be so. (The Assentiment)

First of all, I would like to thank the rapporteur for the brief report.

Indeed, on the bill, there was immediately unanimousness in the committee because each group could immediately find themselves in the objective of this proposal. The objective is, in fact, to apply the provision relating to the variable remuneration, the shares, the stock options and the departure fees already included in the Good Governance Act also to the directors of the three railway undertakings. This was originally intended, but due to an anomaly in the law, this was not yet settled. That is why this is presented in this bill.

At the same time, there is also a improvement or actually a tightening proposed in the law on good administration, namely in the sense that for the three railway undertakings the competence of the competent minister to approve any deviating provisions on the departure fee is abolished. This applies not only to the three railway companies but also to bpost and Belgocontrol.

Following the approval of this bill, the law will enter into force on 1 January 2012 as regards the regime for the variable remuneration, the shares and the exercise of stock options. The provisions relating to the departure compensation shall apply to contracts concluded or renewed from the date of entry into force of this Act.

In particular, I would like to thank my colleagues for their support and their willingness to convene an additional committee meeting on Thursday after the plenary session in order to be able to approve it so that it can be approved before the recess.