As a limited liability company under public law, bpost is governed by the Law of 21 March 1991 on the reform of certain economic public companies. For all matters not specifically covered by the Law of 1991, bpost is governed by the Belgian Companies Code.
As a listed company, bpost is subject to the Belgian Code on Corporate Governance of 12 March 2009. bpost intends to comply with the Corporate Governance principles laid down in this Code and the OECD’s Guidelines on Corporate Governance of State-owned Enterprises. These principles and guidelines are implemented in the Corporate Governance Charter.
The main characteristics of bpost’s governance model are the following:
- Board of Directors that defines the general policy and strategy of bpost and supervises the operational management;
- Strategic Committee, an Audit Committee, a Remuneration & Nomination Committee and an ESG Committee established by the Board to assist and make recommendations to the Board;
- CEO who is responsible for the operational management and to whom the Board of Directors has delegated powers of day-to-day management;
- 1991 Law Committee that exercises the powers entrusted to it by the Law of 1991 and that, in the form of the Executive Committee, assists the CEO in the operational management of the Company;
- Clear division of responsibilities between the Chairperson of the Board of Directors and the CEO.
bpost SA/NV is incorporated in Belgium, with its registered office at Boulevard Anspach/Anspachlaan 1/1, 1000 – Brussels. See the Articles of Association.
The latest version of bpost’s Articles of Association was adopted at the Shareholders’ Meeting of May 13, 2020 and was approved by the Royal Decree of December 6, 2020.
The Board of Directors adopted the Corporate Governance Charter on May 27, 2013. The Board of Directors regularly reviews bpost’s Corporate Governance Charter and adopts any changes deemed necessary and appropriate.
Upon recommendation of the Remuneration and Nomination Committee, the Board of Directors has prepared an amendment to the remuneration policy approved by the General Shareholders’ Meeting on May 12, 2021, mainly to introduce a long-term incentive plan. Such amended remuneration policy was approved by the Special General Shareholders’ Meeting of November 23, 2023.
Results of the vote : 89.32% for and 10.68% against.
The remuneration policy is applicable as from November 23, 2023. In the case of material changes, and at least every four years, the remuneration policy will be submitted for approval to the General Shareholders’ Meeting.
Further to the option provided in the Corporate Governance Code 2020 for listed companies to develop a relationship agreement to further define the relationship with significant or controlling shareholders and to clarify information rights, the Belgian State and bpost created a framework around the way bpost and the Minister of Public Enterprises exchange information with each other, while always respecting the autonomy of bpost and the powers of its governing bodies, the rules contained in Regulation (EU) nr. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and the FSMA guidelines in this respect, as well as the applicable rules on conflicts of interest.