Better Boards, Better Organisations, Better World - Outlook 2021 Highlights 2020 - Guberna
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Better Boards,
Better Organisations,
Better World.
Outlook 2021 - Highlights 2020 — 1
Outlook 2021
Highlights 2020
TABLE OF CONTENTS
FOREWORD
OUR PURPOSE AND STRATEGIC PILLARS
KNOWLEDGE DEVELOPMENT
• Key figures
• Research themes & projects
• Publications 2020
LIFELONG LEARNING
• Key figures
• Education programmes
REACH
• Key figures
• Events
• Our member network
• Our Alumni network
• Our digital transformation
OUR CENTRES OF EXPERTISE
• Family Business Governance
• Listed Companies
• Public Governance
• SME Governance
• Social Governance
• Financial Sector Governance
• Our involvement at a European level
OUR SERVICES
• Tools
• Services
• Premium services
OUR ORGANISATION
Outlook 2021 - Highlights 2020 — 2
• Our team
• Our Board Board of Directors
NON-FINANCIAL STATEMENT
FINANCIAL RESULTS
THANK YOU FOR SHAPING THE FUTURE OF GOVERNANCE WITH US
FOREWORD
Message from Gaëtan Hannecart, Chairman In 2019 we defined the three strategic pillars During 2020, and despite COVID-19, • In 2020, GUBERNA ran a series of
Board of Directors, GUBERNA that structure all that we do at GUBERNA. GUBERNA continued to deliver governance eXperience sessions where our board
insights and practices along those three members, as experienced directors,
More than ever before, we should be aware Knowledge Development because strategic pillars. Let me name just a few: acted as role models sharing their
of the impact that new technologies, climate research, knowledge, and understanding personal experiences in relation to the
change, cyber security, migration, social are central to all that we do. Knowledge • On 24 March 2020, GUBERNA surprised crisis with smaller audiences.
inclusion, and (de)globalisation will have on development is reflected in the GUBERNA many members and the outside
our societies and organisations. saying of many years: “one step ahead”. world because instead of cancelling Let me share with all of you the proudness
or postponing our General Member I feel when I look at how our GUBERNA
Facing such changes, the need for well Reach because it is by interacting Assembly, GUBERNA organised the first Team reacted and behaved in 2020. As
structured governance bodies that contribute with a broad community of directors, 100% digital General Member Assembly illustrated with the examples above, our
to qualitative decision making, ethical organisations, and partner federations in Belgium, behind closed doors and GUBERNA Team managed to find very
behaviour and sustained value creation that we both get a better understanding with live questioning and electronic quickly alternative ways to continue to
for private, public, and government-owned of the specific challenges that they voting for our members. deliver value to all GUBERNA members. In
organisations, is more obvious than ever. are facing, and that we can provide parallel, our GUBERNA Team continued to
appropriate answers. Reach is reflected in • In 2020, GUBERNA launched the perform research, based on observations of
The COVID-19 pandemic also teaches us an the GUBERNA saying of many years: GUBERNA Good Governance Platform the rapidly changing environment. And at
important lesson to include in the design of “network inspires content, & Community. This powerful platform the same time the entire GUBERNA Team
governance bodies the ability to react quickly content inspires network”. enables our 2.753 Belgian Directors and continued and accelerated its digital and
to a changing environment and to deliver 168 Belgian member organisations to organisational transformation process.
effective, balanced, and timely decisions in Lifelong Learning because we are interact digitally as well as physically at
specific circumstances. all, whether we realise it or not, on a events and educational programmes. As a Chairman, I applaud all that has been
permanent learning path while leading the achieved and I believe it puts a strong
organisations that have been entrusted • Early on in 2020 and under the motto foundation under the future of GUBERNA.
to us, whether as managers, directors, “Taking up our responsibilities”,
civil servants, or shareholders. Lifelong GUBERNA set up a Resilience Taskforce. As a Chairman, I also invite all of you -
Learning is reflected in the GUBERNA The aim was not only to monitor safety, members, GUBERNA Certified Directors
saying of many years: but also to increase the assistance of and partner organisations - to interact even
“being a professional director is a journey”. our members with governance related more with your GUBERNA and discuss how
questions in times of the COVID-19 GUBERNA can help you, and how you could
The board and I are fully confident that those crisis. help GUBERNA to carry out its mission.
three strategic pillars continue to be the right
ones and we are very pleased to observe • In 2020, GUBERNA finalised two new As COVID-19 is making crystal clear, good
that, under the competent leadership of governance tools directed to SMEs and governance in all types of organisations is
Sandra Gobert, GUBERNA is getting more made them available to our members. more important than ever. Prompting and
and more organised around those three establishing better governance is a mission
• In 2020, GUBERNA also reached out
Outlook 2021 - Highlights 2020 — 4
Outlook 2021 - Highlights 2020 — 5
pillars and delivering more value than ever that we can only achieve by working closely
to society at large by establishing our together.
before to its members and society at large.
“Directors in Solidarity” platform where
members and partner organisations can
share volunteer and pro bono initiatives
in support of the crisis and can call for
support from our members.
Further investing in the content driven We took measures to protect our colleagues their vote. Following up on the promise made
governance network of the future and their families, and we increased our during our General Assembly, we stayed
support to the governance actors: while Our resilience team was happy to share our in close contact with our members,
Message from Sandra Gobert, Executive shifting to homework, we divided our team lessons learned with other organisations and with a first video message on 25 May 2020
Director, GUBERNA into core groups aligned with the ongoing on our website: “Samen kunnen we het verschil maken –
responsibilities. Part of our team took charge Ensemble nous pouvons faire la différence”.
I truly hope that this annual report finds Not only with regard to the format, but also
of the Forum that we had set up to assist our
you all well and that you manage to safely content wise, this was an extraordinary We organised our first (digital) Summer
members with governance related questions
navigate your loved ones through these members’ meeting that marked the School, as well as an entirely digital new
caused by the crisis. Other core groups were
turbulent times. transition of our organisation. Despite the member event, and successfully launched
dedicated to the digitalisation of our ongoing
difficult circumstances, our members gave the GUBERNA Home of Governance Talks, a
Thanks to the ongoing collective efforts education programmes as well as to the
us their trust by majoritarily endorsing our sequel to the much appreciated eXperience
of our team and the loyal support of our follow up of our digital transformation at
new purpose, our new strategy and the Session.
partners and members, our organisation is large.
digital transition investments needed to bring
doing well: we were able to control our costs our institute and network to the 21st century. We realised several webinars and videos
Meanwhile, our knowledge development
while our impact for the benefit of good related to our different centres of expertise
team shifted its focus and launched the
governance is growing steadily but surely. Strengthened by this confidence, only and we published an updated vision note on
urgent study of resilience and its relevance
a few days later, on 31 March 2020, the the role of the Belgian state as a shareholder,
When in December 2019 the coronavirus within governance structures and practices,
GUBERNA community website went live, as well as several other studies, articles and
spread all over the world from China, starting in order to better comprehend and manage
after a rebranding and review of the content position papers.
presumably on a food market in Wuhan, situations of crisis.
in line with our new purpose Better Boards,
Belgium did not escape. In 2020, GUBERNA, Better Organisations, Better World. This We continued on 27 August with a second
To equip our people with the necessary
its people and its members, also found digital platform has been built around our “Sustained solidarity and coronaproof
resources to fulfil the additional tasks in the
themselves in the midst of this harsh reality. strategic pillars Knowledge Development determination”, launching prudently, but filled
challenging COVID-19 circumstances, we
provided homework training and organised a (Know), Lifelong Learning (Learn) and Reach with hope, the start of the new season with
Together with our management team, we
helpdesk training for our support and content (Act and Connect), and allows members not a focus on the important role of the board
strived to ensure continuity in our activities,
team. We collectively adhered to a policy of only to update their governance insights in during this second stage of the COVID-19
in the short and the long term.
soft and content-oriented communication a pleasant and user-friendly environment, crisis.
Of course, optimum protection of all our and refuted every form of corona profiling. but also to meet and interact digitally in the
Community and Forum, or physically through In view of the resilient governance
people, employees and freelancers but also
One-step-ahead in good governance registration for events and Lifelong Learning programme that we prepared during
of our members, was our first concern.
practices, we organised on 24 March 2020 programmes. summer, we defined a set of clear sanitary
Therefore, on 13 March 2020, we sat the first completely digital assembly of rules, to be applied internally and externally.
together with the whole team and a member association in Belgium. The Our board members joined our team in Our partners and members asked for more
immediately defined our policy of #Taking up gathering abided by the national regulation support of our members, sharing their interaction and creativity - and we listened.
our responsibilities, combining the societal forbidding gatherings of more than 5 insights during the weekly members-only Whenever possible, our events and activities
Outlook 2021 - Highlights 2020 — 6
Outlook 2021 - Highlights 2020 — 7
responsibility of limiting the spread of the people and imposing the respect of social eXperience Sessions. In parallel, we launched will take place physically, but with very strict
virus with our responsibility as a knowledge distancing measures. “Directors in Solidarity”, a platform where rules.
institute that enhances good governance our members, partner-organisations and
and as a network that lives through and by It was a great success, with 207 participants befriended organisations share their non-
its members. and live interaction: 18 questions were asked commercial and pro bono initiatives.
and answered during the meeting, well
informing our members before they casted
Our governance classes almost fully The output of this “deep dive” confirmed that Keeping track of the priorities set for 2019 and 2020 (people, processes and content renewal),
restarted and our premises in the all stakeholders now view our organisation we see that our digital transformation is indeed making its mark. The overview of our main
Koningsstraat went bustling with activity. jointly as a data & content driven governance content realisations 2019 – 2020 shows that the digital aspect is already embedded in the
Between the last week of August and the institute & network and that we want to go majority of our realisations within our three strategic levers:
end of October, we have hosted Director deeper and broader. These first conclusions
Effectiveness exams, a Board Effectiveness formed the basis for a multidisciplinary
class, several Alumni Sparkles interviews, academic reflection that we organised, in Knowledge Development
three Home of Governance Talks as well as parallel with the input of the Alumni Council
our “Camping GUBERNA” (a yearly gathering and our exercise with the Board of Trustees. - Task Force Resilience
of former GUBERNA employees). In addition - Concept note on Board Dynamics
to those planned activities, we were also very All of this fed into our board reflection and
- Policy position papers
glad to welcome the first member visiting us provided us with a sound basis for the
- New curriculum for the Certification programme
spontaneously, having a coffee and using the action plans 2021. The outlook is optimistic
library. as the team as well as the members of
the management see GUBERNA 2021 Lifelong Learning
In preparation of our Director’s Day on 19 as an organisation that is taking the leap
November 2020, later on postponed to 23 (transition) and is preparing to jump. - First digital Director Effectiveness
February 2021, we focused on resilient - First edition Summer School (digital)
governance as an important instrument for In accordance with our mission, our team
accelerating innovation in Belgian SMEs. stands for no change for the change, but Reach
change for better governance and for the
The Alumni Day of 1 October 2020 world. This is reflected in the strategic - First digital Member Assembly & first digital Member Forum
tackled the topic of innovation through objectives of our three pillars as you will read - Launch new digital platform
New Business Models and their impact more in detail on page 13. - eXperience sessions with GUBERNA board members & Directors in Solidarity
on governance. Within ecoDa and the - First member poll
Commission Corporate Governance, we In parallel, we are in the peak of data
- Home of Governance Talks & Alumni Sparkles
continued to work on the other major theme migration and CRM implementation: our new
- Creation of the Home of Governance
of sustainability. CRM went live in December 2020 and we are
currently working on further data cleaning.
During summer we launched our strategic
cycle, starting bottom-up with a team survey, Integration between the different modules
followed by a two-day reflection with the and tools is continuously planned for
This is, of course, an ongoing process and us almost all revenue out of centre related
executive committee and the management 2021 and 2022, including integration with
there is still a lot of work to do, but we will activities. The total income of the year
and a strategic exercise by our Alumni and the GUBERNA Community and further
happily share some new features with you at equalled that of 2019: with an income of
the Board of Trustees on 8 October 2020. automation to enhance the experience of our
our General Member Assembly of 25 March 2.193.829 EUR we only stayed around 2%
members.
2021. We are also very proud to present, at below the 2019 income and only 8% below
Outlook 2021 - Highlights 2020 — 8
Outlook 2021 - Highlights 2020 — 9
the same occasion, our GUBERNA e-learning the 2020 forecast.
platform that will open on 29 March 2021.
With an amount of 2.082.284 EUR, total
From a financial viewpoint, despite the expenses of 2020 equal the 2019 expenses.
unprecedented circumstances of the year With only a slight increase of 1% compared
2020 and the pressure on resources, we to last year. However, the expenses remained
kept on track, even if the pandemic cost 12% below budget. In line with the decisions
taken by the board during Spring 2020, the of physical closeness combined with the
effect of the pandemic has been to diminish feelings of powerlessness and uncertainty
our personnel expenses, to suspend an about our futures, doused our daily existence
important part of the marketing efforts and with a layer of ever-present anxiety.
to postpose a part of the ICT, website and
CRM investments. In these special circumstances, I would
like to express in this foreword my deepest
As a result of the deferred investments in thanks to each and every one of our team
people and processes combined with the members for your courageous efforts in
sustaining of our turnover, net result is the fight against the coronavirus and your
positive of 12.980 EUR. ongoing support of our members.
As the Executive Director of GUBERNA , Cautious, but determined and in high spirits,
I am even more grateful for the realisations we will continue to go for it together with our
made in 2020 because I am fully aware that members in 2021.
this past period has been extremely difficult
for my team. The health crisis had, and We have an important purpose to live up to in
continues to have, a major impact on general spreading good governance:
hygiene, mutual contacts, relocations, ... in
Better Boards,
short, on all our daily activities.
Better Organisations,
In addition to the material concerns, the Better World.
lockdown and the absence of the warmth
Outlook 2021 - Highlights 2020 — 10
Outlook 2021 - Highlights 2020 — 11
OUR PURPOSE AND STRATEGIC PILLARS
GUBERNA wants to foster good governance in all kinds of organisations because we To achieve our mission, GUBERNA works on three interconnected strategic levers:
genuinely believe that better governance leads to better organisations and that better
organisations contribute to a better world.
Knowledge Development
We want to inspire all governance actors by developing one-step-ahead governance expertise
We believe that GUBERNA should assist Good governance evolved to being much in a rapidly changing environment.
organisations in being more efficient by more than simply some rules to abide by. Our objective: all stakeholders will consider us the number one Belgian reference for
applying good governance. governance expertise
It is a package consisting of the appropriate
A purpose is an essential guide for people, structures and processes that help
organisations, their board and their directors. define a clear purpose for the organisation
Lifelong Learning
GUBERNA does not make a statement about at stake, to craft a sustainable strategy
the purpose of organisations but believes towards this purpose, and to stimulate
that having a clear purpose is indispensable. entrepreneurship within ethical and legal We want to provide continuous learning moments for all stakeholders - organisations &
people - during their ongoing governance journey.
boundaries.
To fulfil our purpose, GUBERNA promotes Our objective: we will be known as the preferred Belgian place to update governance
good governance in all organisations To achieve this kind of good governance, knowledge and skills
through clear roles, qualitative decision- effective boards do not merely need to
making, ethics, and integrity. Essential collectively agree on the appropriate
to this endeavour are leadership and governance for the organisation (considering Reach
entrepreneurship as well as the right balance the sector, size, and life stage), but they
also need to proactively put the chosen We want to unite and connect a representative number of directors & organisations and
between daring and doing. Sustainable
exchange good governance practices.
success is the goal. governance to work. And when the
organisation and circumstances evolve, Our objective: we will be the number one digital and presential community of Belgian
effective boards should be prepared to governance actors
review and adapt the chosen governance to
accompany and reflect on those changes.
Better Boards,
Better Organisations,
Outlook 2021 - Highlights 2020 — 12
Outlook 2021 - Highlights 2020 — 13
Better World.
KNOWLEDGE DEVELOPMENT
KEY FIGURES
We inspire all governance actors by acquiring state-of-the-art
governance expertise that we translate into adapted methodologies, PUBLICATIONS Position & Studies & Articles Webinars Interviews with
relevant insights, services and practical tools. Vision papers Reports our members
2 5 8 12 4
PRESS
Interviews Podcast Opinions Articles References
3 1 3 20 7
RESEARCH THEMES & PROJECTS
Research & Knowledge Development is since - Board Dynamics or the study of the
its creation an integral part of GUBERNA’s optimal human interaction between
business model. individual directors to achieve
sustainable collegial decision making.
It is implemented through own research
projects, the inclusion of research-oriented - Innovation (digitalisation) and its
team members and engagement in research- influence on governance models and
oriented partnerships. recipes.
We achieve our academic anchoring through - Resilience/agility or the study of the
our direct personal link and collaboration elements determining the capability of
with universities/ business schools as board and executives to anticipate and
well as via the support and input from the adapt to rapidly changing environments,
academic world through our Academic not in the least during the COVID-19
Council. crisis.
More than ever, our strategic pillar - Sustainability or the exploration of the
Knowledge Development is the backbone concept and the envisaged engagement
of our organisation, inbound and outbound by governance actors and stakeholders.
towards our members and learning modules.
- What is new for shareholders
For 2020 we focused on the study of the (Codes & Regulations).
identified themes and the development of Outlook 2021
Outlook 2021 - Highlights 2020 — 14
Outlook 2021 - Highlights 2020 — 15
new academic and business partnerships.
The overall themes have been set up in line
with European and worldwide evolutions and
considering the desiderata of our partners.
Split up into several subthemes, these are all
related to our core preoccupation “the third
wave of governance”:
PUBLICATIONS 2020 xplanatory Note
E Articles
The SRD II Directive and its
Below we provide you with an overview of, and link towards, our key publications and conversion into Belgian law To pollute or not to pollute is (not only) the
articles in 2020. We invite you however to regularly pay a visit to our Knowledge Centre and This new legislation establishes the “say on pay” question!
News hub. principle according to which shareholders of Would more sustainability be served by a
listed companies can give their opinion on the paradigm shift in terms of accountability?
remuneration of board members and executives. Available in English.
Available in Dutch and French.
Position/ Vision Papers Studies & Reports General Member Assembly 2020 –
lessons learned
osition Paper - Memorandum
P Study
ummary of the EC “Study on
S To build resilience together to overcome the
Financial Sector Corona-proof general meetings in 2020
directors’ duties and sustainable current exceptional circumstances, we shared
corporate governance” our lessons learned from our first fully digital
This paper analyses the governance Following the COVID-19 pandemic and
On 29 July 2020, the European Commission annual General Member Assembly. We tackled
models in the financial sector in view of the temporary royal decree allowing
published its (long) awaited “Study on directors’ them from a legal perspective, a people &
a national and international organisations to hold their general annual
duties and sustainable corporate governance”. communication perspective, a technical and an
alignment of freedom of choice for meetings behind closed doors and possibly
This study aimed to assess the underlying agility perspective.
governance and management models in digital format, we conducted a study
causes of “short-termism” in corporate Available in English.
in the financial sector. on how listed companies organised these
meetings in 2020. The study describes how governance and identify possible solutions at
Available in Dutch and French. listed companies have used the possibilities the European level.
Available in Dutch & French. Resilience in times of COVID-19 –
offered by the temporary regulatory
Governance Tips & Tricks
framework, and assesses the extent to
How should the various governing bodies
ision note on the role of the State as
V which these practices allow for effective
ospital Governance Forum Serie
H organise themselves in these challenging
shareholder – update 2020 interaction between the board of directors
Issue #2 times? How can they emerge from it more
and shareholders.
resiliently? Different approaches are possible,
The update of this vision paper is the result
This second leaflet was issued at the but whatever the chosen route, a far-reaching
of an additional analysis, which considers the Available in Dutch & French.
occasion of our Hospital Governance Forum degree of resilience will always be needed. We
changing (regulatory) circumstances, and
and looked at the COVID-19 pandemic in a have gathered a number of concrete tips for the
which sustains the relevance of the vision
network perspective. What lessons can we three governing bodies that together form the
paper in the context of a concurrent health, Study
learn in terms of governance? ‘governance tripod’.
economic and social crisis. Governance practices in Belgian listed
Available in Dutch & French Available in Dutch and French.
companies – December 2019
Available in Dutch & French.
This report provides an update as per 31
Sustainability and Digitalisation - the sum of
December 2019 of the GUBERNA study
Outlook 2021 - Highlights 2020 — 16
Outlook 2021 - Highlights 2020 — 17
all fears or the sum of its parts?
on governance practices of Belgian listed
Sustainability and digitalisation: two concepts
companies. The study is based on the analysis
that have become increasingly relevant since
of the annual reports of a sample of 106
the new millennium. Twenty years later, it has
companies and refers to the recommendations
become dramatically clear that sustainability
of the Belgian corporate governance codes
and digitalisation engender important and
(code 2009 and code 2020).
even disruptive changes in businesses and
Available in Dutch & French.
society. Moreover, their mutual interaction and
connection predict for even greater effects.
Available in English
Urgenda: how urgently should climate change Belgian SMEs and sustainable Webinars Interviews with our members
be put on the agenda of the board? innovation
At our first digital member forum we reflected ebinar cycle
W
upon the impact of the Urgenda legal case on SMEs hold a very prominent place in the Good governance tailored to
the social-profit sector Interview with Koen Van Loo, CEO FPIM
the accountability of companies. But what/ Belgian economy: no less than 99.8% of
who is Urgenda? Why is a court ruling on companies subject to VAT are SMEs. If
climate change against the Dutch government Belgium wants to have a highly innovative With the support of the National Lottery and
significant for Belgian companies? Which business landscape, innovation will have its players, GUBERNA has developed a series
Available in Dutch.
lessons can a board of directors take away to come from the heart of our SMEs. Yet, of 4 webinars on good governance in the
from this case? And what will be the impact of the notion sometimes prevails that “real” social-profit sector. Each of these webinars
the current COVID-19 pandemic on the climate innovation only belongs for those “happy deals with a specific theme.
debate? few” high-tech start-ups or that only “big
Available in English. businesses” have sufficient resources to Available in Dutch and French.
I nterview with Annick Schramme
undertake impactful innovation projects. This following the new governance code
No sustainability without profit, is a myth. Belgian SMEs, from small to large, for the cultural sector.
StartUp Your Governance
no profit without sustainability are already innovative in all sorts of areas.
We believe good governance is the motor of
our Belgian companies, and directors are in the Available in Dutch and French In this webinar directed to start-ups, and Available in Dutch.
driving seat. However, no car and therefore no developed in collaboration with the Mind &
company moves forward without energy. To Market Academy, we explain in 15 minutes the
drive in the desired strategic direction, to reach amily business dividends in times of
F importance of governance for the development
the planned objectives and overcome obstacles corona: the cherry or the cake? of start-ups.
on the way, every car needs the right type of I nterview with Peter Bossaert, CEO
energy. The financial sector is such an important Family businesses of a certain size and Available in English. KBVB/RBFA
energy source for companies as without maturity are traditionally characterised by a
enough financial means, their very existence is balanced risk appetite and a stable dividend.
threatened. These companies rely on the presence of Available in Dutch.
The Role of SME’s during a Crisis
Available in English. a controlling family shareholder, for whom
long-term value creation has priority over
short-term profit. Some of them have been
paying the same dividend for more than 25 What exactly does good governance mean for
years. It is well known that most Belgian an SME in times of crisis? Does the role of the I nterview with Tom De Gendt, Jessa
listed companies have one or more family directors remain the same? What are the points Ziekenhuis – Resilience in COVID-19
shareholders: according to a study published of attention for a board of directors? Will the times
by De Tijd, well-known family shareholders relationship with the management change?
Outlook 2021 - Highlights 2020 — 18
Outlook 2021 - Highlights 2020 — 19
harvested 27.5% of dividends paid by listed Available in Dutch.
Together with our partner Deminor Shareholder
companies in 2019.
& Governance services, we highlighted the
Available in Dutch & French.
various angles of good governance and pointed
out warning signs that should not be ignored.
Available in Dutch and FrenchLIFELONG LEARNING
KEY FIGURES
As we believe that better governance is a lever for better organisations
contributing to a better world, GUBERNA wants to provide continuous
learning moments for all stakeholders – organisations and people – GUBERNA
during their ongoing governance journey. To this end, we organise a ALUMNI
broad portfolio of education programmes, tailor-made courses and
thematic seminars1, with a focus on behaviour-driven content and state-
1.763
of-the-art didactics. We pay attention to our Alumni engagement, as
they are a fundamental and active stakeholder of this mission lever of GUBERNA
GUBERNA. CERTIFICATIONS
924
GUBERNA
CERTIFIED DIRECTORS
126
2020
Open certification programmes
participants days
physical digital
213 40 30 10
Certifications GUBERNA
Certified Directors
79 7
Outlook 2021 - Highlights 2020 — 20
Outlook 2021 - Highlights 2020 — 21
Specific business programmes
participants days
physical digital
123 19 12 7
1
see relevant centres of expertise for more informationEDUCATION PROGRAMMES GUBERNA Certified Director
Participants have the option to engage in a certification process and
In 2020 we translated the themes on which we focused within our strategic pillar knowledge
obtain the title GUBERNA Certified Director.
development into practical insights throughout our learning offer. Early 2020, our focus on
Certified Director
resilience became very relevant for our education programmes since the COVID-19 crisis
forced us to rethink our teaching strategy and format.
GUBERNA
GUBERNA
Certified
Certified
Director
Director
in 4 steps
in 4 steps
We agilely shifted to a new reality in which we offered our courses digitally or in classroom
settings, depending on the prevailing regulations. We made blended teaching our own.
Director
Director
Effectiveness
Effectiveness
In all training programmes we reflected on new initiatives in the field of governance, LEARN LEARN Certificate
Certificate
after passing
after passing
the written
the written
combining traditional classroom methods with online teaching and interaction. To this end examination
examination
we continued to rely on our long-standing collaboration with academic and business circles.
BoardBoard
Effectiveness
Effectiveness
Certificate
Certificate
after successfully
after successfully
Open & certifying education programmes for directors DEVELOPDEVELOP
AND AND writing a
writing
case study
a case study
ACT ACCORDINGLY
ACT ACCORDINGLY
Director Effectiveness and Board Simulation BoardBoard
Simulation
Simulation
Board Effectiveness
This training programme is unique in our Residential
Residential
trainingtraining
Due to the high interest these education offer. For two days, a dozen participants PRACTICE,
PRACTICE,
APPLY APPLY
programmes received over the years, we act as independent directors of a fictional AND EXPERIMENT
AND EXPERIMENT
have structurally embedded more editions organisation and take part in several + Member
+ Member
of GUBERNA
of GUBERNA
in our yearly offer as from 2019. Despite meetings of the board and its committees, + Commit
+ Commit
to adhere
to to
adhere
the Charter
to the Charter
GUBERNA
GUBERNA
CertifiedCertified
DirectorDirector
the COVID-19 crisis, we organised both guided by experienced directors. + Permanent
+ Permanent
education
education Certified
Certified
Director
Director
programmes twice in Dutch and in French in Since 2020 we organise this programme at
2020. least twice a year with the support of iBabs
Board Portal Software.
We organised one fully digital Director
Effectiveness programme and adapted the
GUBERNA Summer School: continuous learning, brings our alumni up to
Board Effectiveness programme to a blended
Boarding into sustainability and digitalisation speed with new developments, updates their
approach.
governance knowledge and enables them to
Our first GUBERNA Summer School - fully keep their GUBERNA Certified Director title
digital due to COVID-19 restrictions - valid.
successfully took place in July 2020. All
Outlook 2021 - Highlights 2020 — 22
Outlook 2021 - Highlights 2020 — 23
participants and speakers followed the The programme focuses on topics that
course from their comfortable home office, constitute a strategic challenge for good
completely fitting in with the topics of governance.
digitalisation and sustainability.
Check the report and key learnings of the 2020
The Summer School is an add on to our edition and stay tuned for the 2021 edition.
open education programme. It promotesSpecific business education programmes Incompany & tailor-made courses
As in previous years, we organise a training We regularly organise tailor-made courses
cycle tailor-made for SMEs. at the request of various organisations and
companies.
We offered a third edition of the education
programme “Board of Directors in the Alumni engagement
Financial Sector”, organised with Febelfin
Our Alumni are continuously invited to
Academy and endorsed by NBB & FSMA.
share their governance experiences in the
In collaboration with the Mind & Market GUBERNA education programmes. As
Academy, we developed the “StartUp Your such they contribute to the transmission of
Governance” webinar. Launched during the accurate knowledge connected to the reality
first fully digital edition of the Mind and of the field and its evolution.
Market forum, this specific learning offer
Beyond classical trainings - spreading the
supported the development of young start-
word
ups by stimulating an early governance reflex
in founder entrepreneurs. Our information efforts go beyond our
education programmes. Team members
Collaboration with academic programmes
are regularly invited to speak on governance
We gave guest lectures at the ICHEC related topics, and we give interviews to
Entreprises Executive Education newspapers and magazines.
programme and at the UCLouvain Master
Additionally, we keep our members informed
Entrepreneurship programme (CPME).
on recent developments of corporate
The second edition of the “Certificat governance in our publications and
d’université en gouvernance et droit des newsletters.
sociétés et associations”, successfully
Being aBeing
launched in 2019 with the collaboration of
UCLouvain and FEB, will start in September
professional director
a professional director
2021. is ais journey
a journey
Permanent education programmes
We continuously add refreshment courses Outlook 2021
on topical matters to our calendar, depending
Outlook 2021 - Highlights 2020 — 24
Outlook 2021 - Highlights 2020 — 25
on the needs of the market. These take place
in addition to the GUBERNA events which
support our members in keeping themselves
up to date as a director.REACH KEY FIGURES
MEMBERSHIP
MEMBERS Individual Young GUBERNA Delegates
2.753 1.078 13 1.662
Corporate members Social Profit SME Collective
& partners
9 21 44
168
Institutional Journey Research
76 7 11
EVENTS
EVENTS
GUBERNA Partner Participants
46 39 7 2.843
Digital Hybrid Physical
44 1 1
SOCIAL MEDIA
FOLLOWERS
LinkedIn average engagement
3.387 5.9%
Outlook 2021 - Highlights 2020 — 26
Outlook 2021 - Highlights 2020 — 27EVENTS
General Member Assembly Welcome@guberna GUBERNA Director’s Day
In 2020, we organised 24 March 2020 (digital format, member exclusive) 9 September 2020 (digital format, new members) (open event)
numerous events to promote Unlocking resilience through
good governance. Due to the We responded in an agile way to the sanitary measures Our welcome@guberna event also switched to a digital good governance.
pandemic, we switched most following the COVID-19 pandemic by switching our General format. 55 new GUBERNA members joined us online and
of them to a fully digital Member Assembly to a fully digital format. We thus several new members shared an inspiring testimonial. We initially developed an
format. pioneered and organised the first fully digital general member innovative concept for
assembly in Belgium! The livestream was broadcasted from Two-weekly GUBERNA Home of Governance Talks the GUBERNA Director’s
The centre-specific events the Company Webcast studio in Brussels and offered the (digital format, exclusive for members) Day with limited physical
can be found on the pages possibility of live interaction and online voting. gatherings at different
dedicated to each centre of We welcomed more than 200 members online. In September we launched the GUBERNA Home of locations all over the
expertise. Governance Talks to stay in touch with our members with country in combination
National Member Forum a fixed two-weekly appointment. The Talks consist of a with a livestreamed panel
In 2020 we organised the 21 April 2020 (digital format, member exclusive) 1-hour interview with an interesting personality or expert on debate from the Home of
following major events: a governance-related topic and are broadcasted live from our Governance. Hoping for
We organised a digital member forum on “The implications of Home of Governance in Brussels. less stringent COVID-19
Euronext & GUBERNA the Urgenda case on the accountability of organisations and regulations, we postponed
New Year Ceremony the climate debate in the light of the COVID-19 pandemic”. In the first series of interviews, we focused on the topic the event to Spring 2021 but
23 January 2020 We tackled the topic from diverse perspectives with eminent resilience from different angles: Luc Sterckx (governance & were nevertheless forced to
@ The Square, Brussels guest speakers: Prof. Dr. Olivier De Schutter, UCL (the legal resilience in start up’s), Aart de Geus (governance & resilience adapt the format to a fully
(member exclusive) perspective), Professor and French author Jean Viard (the in the not-for-profit sector), Prof. Katleen De Stobbeleir digital event, combining joint
philosophical perspective) and Bart De Smet, CEO Ageas (the (governance, resilience & leadership), Marc Vael (governance, sessions – broadcasted
GUBERNA Executive Director business perspective). We welcomed 80 participants. resilience & technology), Bruno Colmant (governance, live from the GUBERNA
Sandra Gobert presented the resilience & capitalism), Guido Van Herpe (governance & Home of Governance – with
“State of Governance” and GUBERNA eXperience sessions resilience in family businesses), Thierry Cattoir (governance, interactive sessions in small
moderated a panel debate on June –July 2020 (digital format, member exclusive) resilience & brand change). We closed the year with a digital groups and ample
the theme “Sustainability in “Christmas special” with Secretary of State and GUBERNA opportunities to network
Finance”. Euronext presented The GUBERNA board members shared their personal board member Thomas Dermine (governance, resilience & and set up one-on-on
its traditional overview experiences at governance level with the impact of the relance). appointments.
of key figures of the past pandemic. In a series of closed weekly sessions we received
year relating to the Belgian inspiring and authentic testimonials with insights from a
key stock exchange. We broad range of organisations: Paul Dujardin (cultural sector),
welcomed 530 participants. Nicolas Boël (listed family business), Olivier Hamoir (family
business), Duco Sickinghe (start-up/scale-up), Thomas
Outlook 2021 - Highlights 2020 — 28
Outlook 2021 - Highlights 2020 — 29
Dermine & Alexia Bertrand (public sector), Marion Debruyne
(business school), Pierre de Muelenaere (smart industries),
Françoise Roels (listed company), Leslie Cottenjé (SME), Thank you
Philippe Masset (banking sector), Prof. Dr. Lutgart Van den
Berghe (hospital sector/public sector), Gaëtan Hannecart We warmly thank the organisations who hosted/sponsored one (or more) of our events in
(non-listed family business), Luc Bertrand (listed companies), 2020. A special thank you goes to AIG, de groote de man, KBC, Magnus Business Gifts,
Jacques Van Rijckevorsel (hospital sector). Conclusions Schelstraete Delacourt Associates and Van Olmen & Wynant.
were drawn in a closing session by Executive Director Sandra Their support enables us to offer you numerous events for free!
Gobert. We organised 17 sessions which reached 375
members.OUR MEMBER NETWORK OUR ALUMNI NETWORK
A strong network of individual and corporate members supports GUBERNA. Highlights 2020 Alumni Council
We want to take this opportunity to thank all of you for your trust and support! We are very pleased that we can rely on The Alumni Council gathered on average
As part of our mission, we want to facilitate the exchange of experiences between our an active and dynamic Alumni network every three months all through 2020,
member community and the broader network of governance actors. to organise specific Alumni gatherings recording a good and engaged participation
focussing on the individual director. Up to with returning attendees composing 70%
In 2020, we successfully launched a members to a Welcome@GUBERNA event today, 1.763 people followed one or more of participants. Meetings were attended on
dedicated Young GUBERNA membership, where they can meet the team and find out long-term programme(s). We are proud average by 15 participants out of the 30
offering an advantageous member fee for what GUBERNA can offer them. that no less than 924 participants obtained council members who signed the rules of
youngsters (impact on governance” with keynote speaker Alumni Forum, 10 December 2020 (digital event, We warmly welcomed the following new corporate members in 2020.
Bruno Wattenbergh (Chairman of the EY members only + on invitation with wild card)
Belgium Innovation Board and Professor
of Strategy & Entrepreneurship at Solvay The Alumni Forum, organised in partnership
Business School), moderator John Metselaar with KBC, focused on “The economic PARTNERS
(professor Innovation, Solvay Business trends for 2021 & beyond - How will the
School) and a full Alumni panel: Agnes non-financial ESG measures impact
Flémal (General Manager at WSL), Henri investments?”. Keynote speaker Jan Van
Jacobs (Futurist, Public speaker, Chairman Hove (Chief Economist KBC) shared a lot
at Techventures, Managing Director at Forcit), of interesting viewpoints. The panel was
Christophe Baronheid (Founder and CEO at moderated by Yves Poullet, (Independent
BRAINHOOD SRL, Vice President at BeerFac) Non-Executive Director with Athora,
and Pacale Van Damme (Vice President Founder of Shagane Executive Coaching)
EMEA VMware & boomi at Dell Technologies). and was composed of Magali Anderson INSTITUTIONAL
(LafargeHolcim Chief Sustainable Officer);
Throughout the entire event we could feel the Ann De Jaeger (VP General Council and Head
energy and commitment of the GUBERNA Corporate Affairs, General Secretary, Danone
Alumni. Everyone is committed to be an Benelux & Alpro); Steven Libby (Partner,
ambassador of good governance and of EMEA Asset and Wealth Management
GUBERNA. Despite the sanitary measures, Leader, PwC Luxembourg); and Jan Van
the Alumni participants were pleased to be Hove (Chief Economist, KBC).
able to connect with their colleagues.
GUBERNA Alumni Sparkles (monthly)
The Alumni launched a new initiative called “GUBERNA Alumni Sparkles”. The concept
consists of an Alumnus who interviews another Alumnus about governance-related topics COLLECTIVE
at the GUBERNA Home of Governance in Brussels. The interviews are published in our
AZ Alma Institut de Pathologie et de Génétique
Monthly newsletter. Jo Hendrikx, Wim Vandersmissen and Danny Vandevyver interviewed the Bank van Breda Milcobel
following alumni: Banque Delen Titan Cement International
SME SOCIAL PROFIT
ACA-IT Solutions Lindel Invest Cinémaximiliaan
Outlook 2021 - Highlights 2020 — 32
Outlook 2021 - Highlights 2020 — 33
Brainhood Lumi Febelauto
Danny Saerens Emmanuel Flaam Krista Vandenborre C.S.L Management Maerlant Group Festival van Vlaanderen Brussel
de groote - de man Sigasi Herita
Docbyte Sogem Paul Tassin
DVM ADVICE Spertoo pharma.be
Ecetia Real Estate Strategy Builders
Ibabs Transfuse
Jonas De Cooman Henri JacobsOUR DIGITAL TRANSFORMATION
In 2020 we continued our digitalisation Connect & interact
journey which is embedded in our strategy
and our activities. At our General Member Over the years we have heard your wishes
Assembly, we launched the GUBERNA Good to be able to interact not only physically
Governance Platform and Community. Further but also digitally with your peers. Our new
on we launched the GUBERNA Governance online community makes this possible.
Maturity Scan and a better adapted CRM We warmly invite you all to complete your
system, our first step to becoming a real personal profile. You sit in the driver’s seat:
data-driven organisation. This transformation you decide which information you share
will project GUBERNA into the 21st century and with whom. Do you have a question for
and make it the content-driven governance the GUBERNA team, the entire network or
network of the future that we aim to be. On one of our members? The GUBERNA Forum
page 9 you find a complete overview of our enables you to submit your questions and
main realisations so far. you can search for public questions and
conversations by topic or category.
In 2021 we will continue to develop our good
Governance Platform and Community, with Naturally, this functionality is only available
the aim to improve your user experience, to GUBERNA members, which guarantees
enable you to interact more easily with your you that your information is shared only
fellow members and, exchange ideas in within our network.
the forum. We will also take a first step to
provide you with personalised information.
We are also proud to announce that on Activate your member benefits
29 March 2021 we will launch our first
e-learning programme. If you did not activate your new member
login (which gives you access to all your
member benefits and enables you to network
online with all members), contact us today
and we will send you your activation link.
Help us support you
Outlook 2021 - Highlights 2020 — 34
Outlook 2021 - Highlights 2020 — 35
Our Good Governance Platform and
Community is continuously being further
developed.
Tell us what you like or miss and maybe we
can soon implement it.OUR CENTRES OF EXPERTISE CENTRE OF EXPERTISE
FAMILY BUSINESS GOVERNANCE
We believe in governance as a promotor and instrument of balanced decision making. Highlights 2020
Since the day of our founding, we plead for governance as a dynamic process in which “one In 2020, the GUBERNA Centre for Family pandemic. As a member of ecoDa, we
size does not fit all”. Therefore, governance should be tailored to the type of organisation, Business Governance prepared a new contributed to the update of the ecoDa
evolving alongside it, through the stages of its life cycle. We defend “substance over form” edition of the Family Business Award of Corporate Governance Guidance and
as the leitmotiv when implementing recipes of good governance. Excellence together with its partners BNPPF, Principles for Unlisted Companies in Europe.
EY, FBNet and De Tijd/L’Echo. We actively
When businesses differ in size, ownership structure and maturity level, they have different participated in the preparation and analysis We conducted several governance
governance needs. Equally, different organisational structures and corporate purposes may of the four beautiful cases that were brought services for various family businesses in
require different approaches or emphasis, especially in an agile environment. to the independent jury: Lannoo Publishers, an intergenerational approach. We took
AVA PapierWaren, Vanden Avenne and De advantage of these specific assignments
This is as much and even more the case during the “third wave of governance”. Stadsblader. Due to COVID-19, the award to refine our board evaluation service,
ceremony was rescheduled to 3 March 2021 considering the specificities of family
Therefore, we continue to work on the specific needs of each governance segment: listed business governance.
companies, family business governance, public governance, SME governance and social and was organised in a fully digital format.
governance. With regards to knowledge development, Finally, the GUBERNA eXperience sessions
we carried out exploratory research on and the GUBERNA Home of Governance
Our centres of expertise, combining our academic knowledge with the rich field Talks were the perfect opportunity to shed
experiences and exchanges of our valuable network and platform, will continue to develop multiple voting rights and their impact on
the interests of minority shareholders. We the light on the experiences of several family
future good governance practices and tools for all businesses, social organisations and business leaders with regards to governance
public services. expect the results of this research track in
the course of 2021. Additionally, we wrote and resilience. Speakers included Gaëtan
an article on the dividend policy of family Hannecart (Matexi), Philippe Haspeslagh
businesses in the context of the COVID-19 (Ardo) and Guido van Herpe (La Lorraine
Bakery Group).
Outlook 2021
Outlook 2021 - Highlights 2020 — 36
Outlook 2021 - Highlights 2020 — 37CENTRE OF EXPERTISE CENTRE OF EXPERTISE
LISTED COMPANIES PUBLIC GOVERNANCE
Highlights 2020 Highlights 2020
2020 was an important year for the board members and executives. GUBERNA Because of the pandemic, the Centre Public as shareholders. The research, supported by
governance of listed companies. Indeed, the organised webinars and published articles to Governance witnessed in 2020 an increased an expert group, focusses on the interaction
2020 Belgian Code on Corporate Governance inform listed companies on the issue. importance and role of governments in the between public and private sector actors
has become mandatory for all exercises economy. As a “one step ahead” institute we at the level of the board of directors and
starting on 1 January 2020. At the same Remuneration was also an important topic undertook several initiatives to promote an investigates whether the “Relationship
time, many listed companies also adapted for the Corporate Governance Committee. appropriate governance response. Agreement” can serve as an instrument to
their by-laws to the new code of companies Supported by renowned experts, the tackle challenges.
Committee published an explanatory note We published an update to our 2019
and associations (CCA).
on the remuneration report in the context of Vision Note on the role of the state as The Centre Public Governance welcomed
The year started with our traditional New the SRD-II directive. Other working groups shareholder. We highlight the connection the new federal government with an article
Year Event, organised with our partner reflected on new concepts of the 2020 between the subject and the consequences on the government agreement, published
Euronext. Code, including the notions of relationship of the pandemic and argue that a strong its biannual “public governance update”, and
agreement and sustainable value creation. and qualitative public governance is more supported public organisations with tailor-
We updated our yearly study on the important than ever. We also identify future made tools and services.
governance practices of listed companies The 2020 AGM season was particularly challenges, such as a clear definition of
which revealed that the share of women in affected by the COVID-19 pandemic. societal interest, and give recommendations. Due to the pandemic, we cancelled the
the boards of listed companies exceeded 1/3 GUBERNA studied how listed companies 2020 annual event on public governance,
for the first time since the entry into force of organised their AGM in this context. Our We seized the opportunity to go one traditionally the opportunity for actors active
the quota-legislation. This is an important study report encourages companies to foster step further and embarked on a research in the public sector to exchange experiences.
milestone for board diversity, but there is still the dialogue with their shareholders. trajectory on the governance challenges and Because of this important networking
room for progress. appropriate governance instruments in the aspect, we decided not to opt for a digital
In October 2020, GUBERNA and FEB-VBO context of the increased role of governments alternative.
2020 was further marked by the organised a fully digital edition of the Yearly
implementation of the SRD-II directive into Day of the Listed Companies, in partnership
Belgian law. This new legislation establishes with EY. On this occasion, leading Outlook 2021
the “say on pay” principle, according to governance experts shared their views on
which shareholders of listed companies can the theme “Resilience in listed companies:
give their opinion on the remuneration of agility versus long-termism.”
Outlook 2021
Outlook 2021 - Highlights 2020 — 38
Outlook 2021 - Highlights 2020 — 39CENTRE OF EXPERTISE CENTRE OF EXPERTISE
SME GOVERNANCE SOCIAL GOVERNANCE
Highlights 2020 Highlights 2020
We identified 4 types of SMEs with their 2021. The concept consists of two workshops 2020 has been a particular year for the We organised and participated in several
specific governance challenges: founders/ followed by a matching exercise through Centre Social Governance with several events. Additionally, we strengthened our
entrepreneurs, cooperatives, start-up/scale- which GUBERNA will propose candidate board developments and projects within the non- collaboration with key players in this sector
ups & partnerships. We aim to support their members selected from our Alumni network. profit and hospital sector. Naturally, the crisis (such as Verso, Delta Group, Toolbox, the
distinct governance journeys throughout their linked to COVID-19 has had a major impact, ABDH/BVZD, …). Indeed, we participated
growth. Our partner CKV was actively involved in but we were able to accomplish several in several workshops regarding good
our Director’s Day on resilience which is the projects to support this sector. governance, such as a digital training,
Our activities focused along three main paths kick-off of our sounding Boards for SMEs in a organised with Verso, fully dedicated to good
in 2020: continuing our training sessions CKV-refinancing operation. Our preferential membership format governance in the non-profit sector.
for SMEs, developing new action-oriented dedicated to non-profit organisations
initiatives with our partners, and specific We attended, as governance partner, the continued to be warmly received. Thank you Additionally, we have built a “social profit”
attention for governance in start-up/scale- finale of the Forum Mind & Market in April to our 9 “social members” and the RBFA, our case in the “GUBERNA Certified Director”
up’s. (livestream) and participated at the digital new Journey Member, for their trust in our training programme. The positive feedback
speed meetings. offer. which we received from the participants
Our training journey for entrepreneurs and shows that the non-profit issues are of
directors of SMEs, “Groeien? Uw Raad weet For start-up/scale-up’s we spoke at the With the support of the players of the interest not only to directors active in this
raad!” falls under the first path. In a new webinar organised by BAN Vlaanderen “Start National Lottery, we completed our series sector but to all directors.
edition hosted by VKW-Limburg, we welcomed up your governance!”. We also prepared a of webinars that focus on the governance
an enthusiastic group of participants eager to dedicated video for a webinar at Mind & essentials for non-profit organisations. Our We are happy to share the interviews we had
learn and share. Market. 4 episodes are available on the GUBERNA with several people active in the non-profit
YouTube channel. sector: Peter Bossaert, CEO of the RBFA, and
With our partner Deminor Shareholder & The O² Factory, a think-tank composed
Annick Schramme who was at the source
Governance Services, we organised two by Alumni specialised in SMEs, gathered
of the new governance code for the cultural
highly appreciated webinars “The role of SMEs throughout the year under the lead of
sector.
during a crisis”. The Coaching sessions with GUBERNA to discuss and finetune our actions
Outlook 2021
Deminor Shareholder & Governance Services towards the target group of SMEs/start-up/
were, due to the pandemic, postponed to scale-up.
Outlook 2021
Outlook 2021 - Highlights 2020 — 40
Outlook 2021 - Highlights 2020 — 41You can also read
