The new Buysse Code: guidelines for sustainable and sound governance

What is the Buysse Code?

The Buysse Code is complementary to Belgian legislation and should be read alongside it. While the Code itself is not legally binding, judges often refer to it when assessing whether a company has been properly governed.

The Buysse Code provides practical tools for companies to achieve strong governance, with a particular focus on diversity, board dynamics, and director engagement. The latest edition places greater emphasis on selecting board members from diverse backgrounds, helping companies identify which competencies are missing and how to find profiles that bring the right energy and expertise to the board.

Diversity and dynamics in the boardroom

The authors of the new edition stress the importance of appointing the right (external) board members. The Code offers guidance and key questions to help companies determine which skills are lacking and what kind of profiles they should be looking for.

A diverse board composition is strongly encouraged. The Code highlights that bringing together people with different backgrounds leads to a broader range of insights and more effective strategic decision-making.

It also underscores the importance of active, engaged board members. It criticises directors who take on many different mandates, the so-called ‘cumulators’. These directors cannot be equally active and committed to all mandates, which undermines the dynamic governance model the Code promotes.

Managers in the boardroom?

To enable the board to properly think about the long-term strategy, there must be a solid information flow on the day-to-day management. The Code recommends that managers regularly attend board meetings to support this exchange.

At the same time, it's important to preserve the board’s oversight function. That’s why the Code advises a combination of meetings with and without management, to ensure both operational insight and independent decision-making.

Governance in family-owned businesses

For family businesses, corporate governance and family governance go hand in hand. It's crucial to map out the family structure behind the business and make clear agreements — both within the family and between the family and external board members.

A family charter can help formalise these agreements, but topics like succession planning and conflict resolution also deserve dedicated attention.