[ESTABLISHING A BUSINESS ENTITY IN BELGIUM] 55
the agenda items that these shareholders have requested for this meeting. Shareholders holding, individually or collectively, at least 3 % of the share capital of a listed company have the right to propose items for the agenda and to table resolutions; - The right to ask the directors (and the statutory auditor, if any) questions during shareholders’ meetings or in writing before the meeting (to be answered at the meeting). The directors or the statutory auditor, as the case may be, are obliged to answer these questions. However, the directors and the statutory auditor may refuse to answer a question if doing so would harm the company’s business or would breach their or the company's duty of confidentiality; - The right to request an expert report: if there are indications that the interests of the company are seriously jeopardised or could be jeopardised, the court may also appoint one or more experts to assess the company's books and accounts and the actions of its corporate bodies. The conditions for requesting the appointment of an expert are the same as for filing a minority claim. The Belgian Corporate Governance Code of 2020 also provides rules on related party transactions to be applied by listed companies, aimed at protecting minority shareholders.
(iv) Capitalisation obligations a) If, due to the losses incurred, the net assets of the NV drop below half of the share capital of the company, the shareholders' meeting must meet within no more than two months after the loss has been or should have been established, as the case may be, in order to deliberate on a winding up of the public limited company. The board of directors must justify its proposals in a special report. If the board of directors proposes to continue the activities of the NV, it must set out in its report the measures it aims to implement in order to remedy the financial situation of the company. If the net assets of the NV have fallen below the minimum capital required, any interested party or the public prosecutor's office can request the dissolution of the company in court. b) If, due to the losses incurred, the net assets of the BV have become negative or threaten to become negative, the shareholders' meeting must meet within no more than two months after the discovery of the situation in order to deliberate on a winding up of the company. The board of directors must justify its proposals in a special report. If the board of directors proposes to continue the activities of the limited company, it must set out in its report the measures it aims to implement in order to remedy the financial situation of the company. Once the board of directors has fulfilled the abovementioned obligations, it is not obliged to convene the
ILN Corporate Group – Establishing a Business Entity Series
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