Solid corporate governance is key in capital markets. At LuxSE we follow ten in-house developed principles that aim at ensuring the highest market standards through transparency, business ethics and controls. These ten values are applicable to all Luxembourg companies listing shares on our markets and are aligned with the European Commission’s guidance, set in the 2003 Action Plan.
Principle 1: Corporate governance framework
The company shall adopt a clear and transparent corporate governance framework for which it shall provide adequate disclosure.
Principle 2: The Board of Directors’ remit
The Board shall be responsible for the management of the company. As a collective body, it shall act in the corporate interest, and shall serve all the shareholders by ensuring the long-term success of the company. They shall consider corporate social responsibility aspects and shall take into account theinterests of all stakeholders in their deliberations
Principle 3: Composition of the Board of Directors and of the special committees
The Board shall be composed of competent, honest, and qualified persons. The choice of those persons shall take account of the specific features of the company.The Board shall establish the special committees necessary for the proper execution of its remit.
Principle 4: Appointment of members of the Board of Directors
The company shall establish a formal procedure for the appointment of members of the Board of Directors
Principle 5: Professional ethics
The Directors must exercise the mandate with integrity and commitment. Each shall represent the shareholders as a whole, and shall make decisions in the company’s interest, and independently of any conflict of interest.
Principle 6: Executive Management
The Board shall set up a body responsible for the effective executive management of its business. It shall clearly define the assignments and duties of the Executive Management and shall delegate to it the powers required for the proper discharge thereof.
Principle 7: Remuneration policy
The company shall establish a fair remuneration policy for its Directors and the members of its Executive Management that is compatible with the long-term interests of the company.
Principle 8: Financial reporting, internal control and risk management
The Board shall establish strict rules designed to protect the company’s interests in the areas of financial reporting, internal control and risk management.
Principle 9: Corporate social responsibility (CSR)
The company shall define its corporate social responsibility policy with respect, including to it those responsibilities related to social and environmental aspects. It shall set out the measures taken for its implementation of that policy and shall provide for these to be adequately published.
Principle 10: Shareholders
The company shall respect the rights of its shareholders and shall ensure that they receive equal treatment. The company shall define a policy of active communication with its shareholders and shall establish arelated structured set of practices.
These reports analyse the application of the Ten Principles of Corporate Governance of the Luxembourg Stock Exchange by Luxembourg companies listed for trading on the regulated market of the Stock Exchange.
The studies present an analysis of the publication of a chapter on corporate governance in the annual reports of companies, of their CG charter published on their website, and all the data publicly available on their website, in their annual report or elsewhere.