2023 proxy season – Belgian Companies brace for Shareholder Vote on Remuneration Policy


Belgian companies are gearing up for their annual general meetings and preparing for the vote on their remuneration policy and report, as mandated by the revised shareholder directive (SRD II). This vote, known as “say on pay,” allows shareholders to have a say in the company’s remuneration policy and report.

Under the SRD II, companies must hold a (binding) vote on their remuneration policy at least every four years or when there are material changes to the policy. As we noticed in our annual Corporate Governance Report, some companies submitted their remuneration policy to vote at their 2019 Annual General Meeting (AGM), while others submitted it for the first time at their 2020 AGM, meaning that the next vote will take place this year for some Belgian companies. 

ISS and Glass Lewis have issued their voting guidelines for 2023. Companies should anticipate criticism from investors regarding poor remuneration design or poor disclosure and develop strategies to maximize shareholder acceptance of their policies.

In light of this, Belgian companies are advised to prepare themselves for the proxy season and take steps to ensure their remuneration policies and reports are well-designed, aligned with industry standards, and ensure it is based on a clear rationale that aligns with the company’s strategy and objectives. Engaging with investors and seeking feedback can also help identify potential criticism and address it beforehand. This will help build trust and confidence with shareholders and increase acceptance of the proposed remuneration arrangements.

With careful preparation, companies can better position themselves to gain shareholder support and avoid potential criticisms or dissenting votes. 

Want to know how we can help you in your (executive) remuneration design or pay requirements disclosure? Contact us!