4.3.3 What are the main features ofthe national corporate code regarding size, lay-out and subdivisions?

For the underlying empirical research the Belgian 2004 code is used, however the 2009 code is reviewed as well in this theoretical part to evaluate the corporate governance developments in Belgium. The 2009 code contains only two more code provisions but a variety of provisions are modified for reasons of clarity or, as already mentioned under the previous key question, for fundamental reasons: such as to encourage shareholder participation or to specify the requirements for the remuneration report (Van der Elst 2008, p. 34). The 2004 code starts with a foreword by Lippens, emphasising the flexibility of the code and the international context that led to the need for a Belgian code in order for Belgium to retain its competitive position. The foreword of the 2009 code is written by the new chairman of the corporate governance committee, Herman Daems, and focuses on the reasons why and how a code can be effective and efficient in achieving better corporate governance. In addition to a foreword, both codes contain 8 clarifying preambles that provide the code with a context since they discuss i.a. the aim, context, structure, disclosure, scope, follow-up and monitoring of the code.

The Belgian code consists of principles, code provisions and guidelines (see table 4.3.3 for an overview). The nine general principles focus on the board's composition and functioning and emphasise the importance of an adequate disclosure of the company's corporate governance structure (Van der Eist 2008, p. 12). They are general in nature and closely related to company law requirements, but not explicitly embedded in law (Van der Elst 2008, p. 15). The provisions explain how to apply these nine principles. The comply or explain principle is only applicable to the code provisions. Some provisions are closely related to already existing corporate law requirements, others add new corporate governance requirements (Van der Elst 2008, p. 16). Several provisions are followed by guidelines that can serve the company as a guide; they help implement and interpret the provisions. The comply or explain principle is not applicable to these guidelines, mainly because their nature is too qualitative (Van der Elst 2008, 25) (De Wulf, Van der Elst et al. 2010, p. 25). Also noticeable are the appendices to the code. The six appendices discuss the criteria of board independence, transactions in company stock, the three board committees and disclosure requirements of corporate governance information. The committee does not discuss the aim and value of those appendices anywhere. Nevertheless, in specific code provisions the appendices are addressed and it is stated that they have to be complied with. Apparently these appendices must be seen as provisions to which the comply or explain principle is also applicable.