Proximus
12.03.2015

House votes for important reform of bpost and Proximus

Today the House approved the legal design which will create a level playing field for the autonomous government companies bpost and Proximus. In concrete terms this means the law dated 21st March 1991 in relation to the reform of some economic government companies will be changed, ensuring Proximus and bpost will now be able to compete on equal footing with their competitors.

The legislative change also aligns the boards of listed government companies with the corporate governance rules which apply to all other listed companies. The legal threshold for maintaining the government participation at 50% plus 1 share will disappear.

Deputy Prime Minister and Minister of Digital Agenda and Telecom, Alexander De Croo: “Proximus and bpost are two strong companies. This should remain so. This is why we will be eliminating a series of organisational limitations which will only apply to bpost and Proximus, but not to their competitors. This reform will put Proximus and bpost on equal footing with their competitors and will allow them to remain strong companies. This is in the interest of the companies, their employees and the consumer.”

The following organisational limitations will be specifically eliminated for bpost and Proximus:

  • The different rules for the acquisition of shareholdings in another company (a 2/3 majority in the board of directors) and for involving a branch with the execution of public services will be abandoned (a Royal Decree).
  • The different regulatory framework which is applicable to the recruitment policy of the autonomous government companies (statutory employment) will be aligned with the framework applicable to private companies (contractual employment).
  • Autonomous government companies will be able to make use of subcontractors and independent parties in the same circumstances as their non-public competitors. The same rules will naturally be applicable where pseudo independence is concerned.

Corporate governance rules
From now on, Proximus and bpost will also need to work in accordance with the same corporate governance rules which also apply to other listed companies. The method of appointment and the functioning of the board of directors will be aligned with the corporate governance rules which apply to all other listed companies.

Directors will be appointed by the general meeting in accordance with common law and the chairperson and CEO will be appointed by the Board of Directors in future. The directors, chairperson and CEO are currently being appointed by the government.

This change also means that the existing unilateral government’s authority to intervene in the boards of listed government companies will be eliminated. This involves, for example, the obligation of the Board of Directors to discuss a specific subject, or the possibility for a competent minister to destroy a decision made by the Board of Directors. The government will have to assert its future influence via the ordinary corporate channels.

Legal government participation threshold
The house of Representatives also agreed to raise the legal threshold which obliges today’s government to maintain a majority of at least 50% plus one share. The reform will set the framework within which the government participation in listed autonomous government companies can possibly be reduced. No lower limit has thereby been set, in order to retain full flexibility for considering all possible strategic options.

Please note: the reform does not constitute a decision regarding any reduction of the government’s participation in the government companies. Only the conditions and the framework within which a change can happen will be established. A Royal Decree, deliberated in the Council of Ministers, is required in order to reach a decision to reduce a participation to below 50% plus one share.

Overview

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