1

In relation to Issuers listed and/or admitted to trading

on the Official List of the Luxembourg Stock Exchange

Luxembourg
(“Luxembourg Issuers”) and companies listed on the
1 Setting the Scene – Sources Euro MTF, the Luxembourg Stock Exchange provides
and Overview further guide- lines in its X Principles of Corporate
Governance (the “X Principles”) as well as its Rules and
1.1 What are the main corporate entities to Regulations.
be discussed?
The most comprehensive legal framework concerning
1.3 What are the current topical issues,
corporate governance applies to companies (“Issuers”) developments, trends and challenges in corporate
whose shares are listed and admitted to trading on a governance?
regulated market (“Regulated Market”) within the meaning
During the COVID-19 pandemic, virtual general meetings
of Directive 2004/39/EC on markets in financial instruments,
became the new standard. In the new post-pandemic envi-
as amended, such as the Official List of the Luxembourg
ronment, Issuers are facing the task of transitioning back
Stock Exchange. In Luxembourg, Issuers are most commonly
into a non-emergency legal framework where physical
organised as a public limited liability company (société
general meet- ings, with all their challenges, are the norm.
anonyme – “SA”). In addition, ESG matters remain a key driver of
Less stringent corporate governance laws and practices Luxembourg’s corporate governance landscape with a
apply to entities whose securities are listed and admitted to particular focus on non-financial and corporate
trading on the Euro MTF operated by the Luxembourg sustainability reporting. In 2022, the non-financial
Stock Exchange as well as investment fund structures. reporting requirements under the Taxonomy Regulation
Such entities are not covered by this chapter. (EU) 2020/852 apply for the first time. The EU
Commission’s proposal for a Corporate Sustainability
1.2 What are the main legislative, regulatory and Reporting Directive, currently in the trilogue phase, will
other sources regulating corporate governance significantly extend the scope of sustainability reporting
practices? obligations imposed on Issuers and also apply to a large
number of non-listed companies.

The Luxembourg law of 10 August 1915 on commercial

1.4 What are the current perspectives in this
compa- nies, as amended (the “Companies Law”) is the jurisdiction regarding the risks of short termism and the
main source of corporate governance-related legislation and importance of promoting sustainable value creation over
is generally appli- cable to all commercial companies, the long term?
including the SA. Disclosure obligations of commercial
companies are further defined in the law of 19 December
Luxembourg has identified short-termism as an issue and
2002 on the register of commerce and companies and the
promotes a sustainable value creation with a long-term
accounting and annual accounts of under- takings (the
perspec- tive. The X Principles emphasise long-term
“2002 Law”).
value creation by requiring the board of directors, among
Issuers are further subject to:
others, to serve all shareholders by ensuring the long-term
■ the Luxembourg law of 24 May 2011 relating to the success of the Company (Principle 2), to establish a
exercise of certain shareholder rights in general remuneration policy which is compatible with the long-term
meetings of listed companies, as amended (the interests of the company (Principle 7), to set up strict rules in
“Shareholder Rights Law”); relation to the company’s risk management (Principle
■ the Luxembourg law dated 11 January 2008 on 8) and to define its corporate social responsibility (Principle 9).
transparency requirements for issuers, as amended (the In addition, Luxembourg transposed the Shareholder
“Transparency Law”); Rights Directive (EU) 2017/828 (“SRD II”) into national
■ the Prospectus Regulation (EU) 2017/1129 (the law in 2019. The main goal of SRD II is to reshape the
“Prospectus Regulation”) and the Luxembourg law of corporate govern- ance of Issuers toward sustainability, to
16 July 2019 on prospectuses for securities, as amended encourage long-term shareholder engagement and to
(the “Prospectus Law”); and improve Issuer-shareholder dialogue. Since the introduction
■ the Market Abuse Regulation (EU) 596/2014 (the of SRD II, sustainable value creation has been the focus of
“MAR”) and the Luxembourg law of 23 December various legislative efforts in the European Union, such as
2016 on market abuse, as amended (the “Market Abuse the Taxonomy Regulation (adopted), the Corporate
Law”). Sustainability Reporting Directive (proposed in 2021) and
The CSSF, the Luxembourg supervisory authority in the the Corporate Sustainability Due Diligence Directive
financial sector, regularly publishes circulars, annual (proposed in 2022).
reports and FAQs on various corporate governance-related
topics.

Corporate Governance 2022

2 Luxembourg

2 Shareholders meetings which are commonly held: (i) (ordinary) general

meet- ings where no quorum is required and decisions are
2.1 What rights and powers do shareholders have in made on a simple majority basis (unless provided otherwise
the strategic direction, operation or management of the in the articles of association or specific provisions of the
corporate entity/entities in which they are invested?
law); and (ii) extraor- dinary general meetings where
special quorum and majority requirements apply and a
In Luxembourg, the board of directors (one-tier structure) Luxembourg notary must be present.
or management board (two-tier structure; please refer to ■ Annual general meeting and (ordinary) general
ques- tion 3.1 below for further explanation) is responsible meetings: At least one annual general meeting shall
for the oper- ation and management of a company and be held on the date stated in the articles of association
usually defines the company’s strategic direction. However, of the company, where applicable, and in any case no
the articles of asso- ciation of the company may limit the later than six months after the end of the company’s
powers of the board of directors or supervisory
financial year (article 450-8 Companies Law). The
board/management board and reserve specific matters to the
annual general meeting typically resolves on the
general meeting of shareholders. In addi- tion, Luxembourg
annual accounts, the allocation of the results and
law grants the shareholders the following rights which
distribution of a dividend, the discharge of the
ensure that they have a certain level of control with respect
to the company’s management and operation: directors, the supervisory board and management
■ The general meeting of shareholders appoints the board members and the auditor of the company.
members of the board of directors (one-tier structure) Further items can be added to the agenda. No
or the members of the supervisory board (two-tier minimum attendance is required for (ordinary) general
structure; please refer to question 3.1 below) and may meetings, and a simple majority is sufficient for a
remove them from office at any time (articles 441-2 resolution to be validly taken.
and 442-14 Companies Law). ■ Extraordinary general meetings are required to amend
■ The general meeting of shareholders appoints the the company’s articles of association (e.g. in connection
audi- tor(s) of the company (article 69 2002 Law). with an increase/decrease of the share capital, the
■ The general meeting of shareholders resolves annually creation of author- ised capital, a change of the corporate
on the granting of discharge to the board of object). At least half of the share capital must be
directors (one-tier structure) or the supervisory board represented at the meeting, and the resolutions are validly
and manage- ment board (two-tier structure) on the taken if at least two third of the repre- sented capital
basis of the compa- ny’s annual accounts (article 461-7 votes in favour (article 450-3 Companies Law).
Companies Law). General meetings are convened by the board of
■ Shareholders holding at least 10% of the votes at the directors or the supervisory board/management board.
general meeting having resolved on a discharge may Shareholders holding 10% of the share capital of the
bring a liability action against the directors or the company may request that a general meeting be convened
members of the management board and the (article 450-8 Companies Law).
supervisory board on behalf of the company (article Shareholders are granted different rights that can be
444-2 Companies Law). exercised before or during any general meeting:
■ The general meeting of shareholders decides on any ■ Before the meeting, shareholders have the right to
changes to the corporate object, the articles of
access information on the company and the relevant
association (article 450-3 Companies Law), capital
documents for the general meeting, such as the
increases and reduc- tions (articles 420-22 and 450-5
annual accounts or relevant reports. Shareholders
Companies Law), the redemp- tion of shares (article
representing 10% (or 5% concerning Issuers) of the
430-15 Companies Law), the exclusion of
shareholders’ preferential subscription rights and the share capital may request a post- ponement of the
creation of authorised share capital (articles 420-26 (5) meeting, ask questions beforehand and add items to
and 420-22 Companies Law) and resolve on any the agenda of the meeting.
mergers (articles 1021-3 and 1022-1 Companies Law), ■ During the meeting, shareholders have the right to
divisions (article 1031-3 Companies Law) as well as partici- pate in the meeting and vote on the resolutions
the liquidation of the company (article 1100-2 proportion- ally to their shareholding. An attendance list
Companies Law). will be made. Votes can be expressed in person or by
Luxembourg law also grants some rights to minority proxy. The articles of association of a company may
share- holders (please refer to question 2.8). provide the possibility to exer- cise voting rights by
electronic means. Finally, shareholders may deliberate
and ask questions during the general meeting.
2.4 Do shareholders owe any duties to the corporate
2.2 What responsibilities, if any, do shareholders entity/entities or to other shareholders in the corporate
have with regard to the corporate governance of the entity/entities and can shareholders be liable for acts
corporate entity/entities in which they are invested? or omissions of the corporate entity/entities? Are there
any stewardship principles or laws regulating the
conduct
In Luxembourg, the board of directors or supervisory and practice encourage shareholders to exercise their shareholder
of shareholders with respect to the corporate entities in
board/ management board is mainly responsible for the whichrights in invested?
they are order to influence and improve the company’s corporate
corporate governance of the company. Shareholders are not governance and ensure the sustainability of the company.
required to take any actions with respect to the corporate
governance of the company. However, Luxembourg laws
 3
2.3 What kinds of shareholder meetings are
commonly held and what rights do shareholders
have with regard to such meetings?

From a legal perspective, there are two different kinds In Luxembourg, shareholders generally do not owe any
of duties to the company’s corporate governance. Shareholders
are only liable up to the amount of their participation in the
share capital. However, the founders of the company are
jointly liable toward third parties for:
■ all not validly subscribed parts of the capital as well as
the difference between the minimum capital and the
amount of subscriptions;
■ the effective payment of up to 25% of the
subscribed shares at the time of constitution of the
subscribed shares;

Corporate Governance 2022

 105

■ the payment within five years of the shares issued in with the Luxembourg Trade and Companies Register shall
consideration of contributions other than in cash; and disclose certain information concerning their beneficial owners.
■ in case of nullity of the company, or in case of and Issuers are only required to register the name of the Regulated
starting from the absence or non-conformity of the Market. In addition, shareholders of Issuers must notify the
statements in the deed or in the company’s object, the Issuer and the CSSF when their shareholding reaches, exceeds or
compensation for the prejudice resulting from them. falls
In addition, shareholders can be liable for the acts or
omis- sions of the company if they appeared to have acted
as de facto managers, i.e. even though not appointed as a
director, the rele- vant shareholder has regularly and
independently performed acts or duties normally performed
by directors, or represented the company. However, this
liability is not based on the shareholder, but applies to any
person who de facto managed the company.
Luxembourg does not have any stewardship laws.
However, institutional investors and asset managers are
required on a comply-or-explain basis to develop and
publicly disclose their engagement policy describing how
they integrate shareholder engagement in their investment
strategy and to disclose annu- ally how their engagement
policy has been implemented. Some shareholders of
Luxembourg-based Issuers chose to follow best practices,
such as the Principles of Responsible Investment.

2.5 Can shareholders seek enforcement action

against the corporate entity/entities and/or members
of the management body?

Shareholders may seek enforcement action against the board

of directors or the supervisory board/management board on
the basis of the following breaches:
■ Mismanagement: the members of the board of
directors or the supervisory board/management board
are liable for the execution of their mandate and the
faults committed during the execution of such mandate.
Shareholders, by a decision taken in a general meeting,
can seek enforcement actions against the board
members in that respect.
■ Responsibility in case of breach of the company law
and/or articles of association of the company. This
action can also be sought by a single shareholder,
provided that such share- holder can prove a prejudice
different to the prejudice of all other shareholders; and
by a minority of shareholders repre- senting at least 10%
of the share capital of the company.
■ Shareholders can seek civil enforcement actions
against members of the board of directors or the
supervisory board/management board in case of fault
(articles 1382 and 1383 Civil Code). This action can
also be sought by a single shareholder. However, the
person(s) invoking these arti- cles must have suffered
personal damage.
■ Finally, criminal offences may give rise to
enforcement actions by the shareholders.

2.6 Are there any limitations on, or disclosures

required, in relation to the interests in securities held
by shareholders in the corporate entity/entities?

In Luxembourg, the articles of association of a company

may contain certain limitations, e.g. in relation to the rights
attached to the shares, the persons eligible to become
shareholders and the amount of shares one person may hold.
In accordance with the law of 13 January 2019 creating
a register of beneficial owners, all companies registered

Corporate Governance 2022

106 Luxembourg
below the thresholds of 5%, 10%, 15%, 20%, 25%, ■ shareholders representing at least one tenth of the
33.33%, 50% and 66.66% of the total shareholding capital have the right to request the convening of a
of the company (article 8 Transparency Law). general meeting (article 450-8 Companies Law) or the
Majority shareholders that hold, directly or adjournment of any general meeting (article 450-1 (6)
indirectly, 95% of the share capital and of the Companies Law).
voting rights of a company must notify, among The X Principles require Luxembourg Issuers to treat
others, such holding to the CSSF, in accordance with majority and minority shareholders equally
the law of 21 July 2012 on mandatory squeeze-out (Recommendation 10.2).
and sell-out (“Squeeze-out Law”).

2.7 Are there any disclosures required with respect

to the intentions, plans or proposals of shareholders
with respect to the corporate entity/entities in which
they are invested?

In Luxembourg, shareholders are generally not

required to disclose their intentions, plans or
proposals with respect to their shareholding.
However, in connection with a takeover or merger,
the bidder is required to disclose its intentions in
rela- tion to the target company with respect to
certain matters, as set out in the law of 19 May 2006
transposing Directive 2004/25/ EC on takeover bids
(the “Takeover Law”). When the share- holding of
one person alone or together with persons acting in
concert reaches the threshold of 33.33% of the
entity’s voting rights, this person is required to make
a mandatory takeover bid, addressed to all the holders
of those securities. The decision to make a bid has to
be made public by the offeror and the CSSF has to be
informed of it.
Further, under the Squeeze-out Law, majority
shareholders that hold, directly or indirectly, 95% of
the share capital, can require all the holders of the
remaining securities to sell their securities to them.
The majority shareholders must notify their intention
to do so to the CSSF and the company itself, before
making the offer public. Under the Squeeze-out Law,
the holders of the remaining securities may also
require the majority shareholders to buy the
remaining securities.

2.8 What is the role of shareholder activism in

this jurisdiction and is shareholder activism
regulated?

There is no specific regulation concerning shareholder

activism. However, Luxembourg law provides
certain minority rights to shareholders, notably:
■ shareholders holding at least 5% of an Issuer’s
subscribed capital have the right to put items
on the agenda of the general meeting and to
table draft resolutions for items included or to
be included on the agenda of the general
meeting (article 4 Shareholder Rights Law);
■ shareholders holding at least 10% of the votes at
the general meeting having resolved on the
discharge may bring a minority action against
the directors, the members of the management
board or the supervisory board on behalf of
the Company (article 444-2 Companies Law);
■ shareholders owning at least 10% of the share
capital or voting rights are entitled to request
information on management decisions with
respect to operations of the company and its
subsidiaries and may apply to have one or more
experts appointed in case the management does
not respond (article 1400-3 Companies Law);
and
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3 Management Body and Management 3.3 What are the main legislative, regulatory and
other sources impacting on compensation and
remuneration of members of the management body?
3.1 Who manages the corporate entity/entities and how?

articles of asso- ciation provide otherwise. The general meeting of

The SA may be organised in a one-tier structure where the shareholders or, where applicable, the supervisory board will make
main management body is the board of directors or a two- the defin- itive appointment.
tier struc- ture where the management responsibilities are
shared between the supervisory board and the management
board. In a one-tier structure, the board of directors may
also resolve to delegate almost all or parts of their
management functions to a CEO, a management committee
or a day-to-day manager, if so provided in the articles of
association. The one-tier structure is the default structure
if no choice is made.
One-tier structure: The board of directors comprises at
least three members (article 441-2 Companies Law).
According to the X Principles, the board of directors should
have an appropriate size to facilitate effective decision-
making and to provide the necessary expertise without
undermining effective delibera- tions. Accordingly, the X
Principles recommend a maximum of 16 board members
(Recommendation 3.3).
At least two directors shall qualify as independent in
accor- dance with the independence criteria set out in the X
Principles. In addition, the board of directors shall form
the following committees: audit committee; nomination
committee; remuner- ation committee; and CSR committee.
Two-tier structure: The management board is vested
with the widest management powers, unless matters are
reserved by law or the articles of association to the
supervisory board or the general meeting of shareholders.
The management board comprises at least three members.
This number may be reduced to one manager if the
company’s share capital is less than EUR 500,000 (article
442-2 Companies Law). The supervi- sory board shall
monitor the actions of the management board and provide
advice, but refrain from interfering or influencing the
management. The supervisory board must be composed of at
least three members.
In Luxembourg, directors may be individuals as well as
legal entities.

3.2 How are members of the management

body appointed and removed?

One-tier structure: The initial directors are appointed in

the constitutional documents of the SA. Following
incorporation, directors are appointed and removed by
decision of the general meeting of shareholders. The term of
office of any director may not exceed six years, but
directors may be re-appointed after the expiration of such
term (unless the articles of association provide otherwise).
Two-tier structure: The members of the supervisory board
are appointed and removed by decision of the general
meeting of shareholders. The term of office of the members
of the super- visory board may not exceed six years, but
they may be re-ap- pointed after the expiration of such term
(unless the articles of association provide otherwise).
Members of the management board are appointed and
removed by the supervisory board, unless the articles of
association provide otherwise.
In case of a vacancy concerning the board of directors or
the management board, the remaining board members may
appoint a replacement on a provisional basis, unless the

Corporate Governance 2022

108 Luxembourg
Members of the board of directors and the of association provide otherwise, the board of directors or
management board/ supervisory board may receive the management board and the supervisory board may adopt
remuneration for their services. The remuneration of written resolutions unanimously.
the board of directors or the supervisory board shall
be determined by the general meeting. The remu-
neration of the members of the management board
is deter- mined by the supervisory board, unless the
articles of associa- tion provide otherwise.
Under the Shareholder Rights Law, Issuers are
obliged to publish a remuneration policy, which shall
clearly explain how the remu- neration of directors
contributes to the business strategy, the long- term
interests and the sustainability of the company
(article 7bis Shareholder Rights Law). The
remuneration policy shall be submitted to the vote of
shareholders at least every four years. The vote is
advisory, unless the articles of association provide
otherwise. In case of a rejection by the general
meeting, the company is required to propose a revised
policy at the following general meeting.
In addition, the company must outline a clear
and under- standable report in relation to the
remuneration granted to the company’s directors in
the past financial year (article 7ter Shareholder
Rights Law). Such report shall be submitted to the
advisory vote of the general meeting.

3.4 What are the limitations on, and what

disclosure is required in relation to, interests in
securities held by members of the management
body in the corporate entity/entities?

Members of the board of directors or supervisory

board/ management board (as well as any persons
closely associated with them, such as family
members) must notify the Issuer and the CSSF of any
transaction made on their account in relation to the
shares of the company (article 19 MAR).
The X Principles recommend that the board of
directors of a Luxembourg Issuer defines rules in
order to regulate transac- tions made by persons
exercising management responsibilities (or by people
closely related to them), on their own account, in
relation to the shares of the company. The X Principles
further require that a Luxembourg Issuer discloses its
policy regarding transactions made by the board of
directors in relation to the shares of the company
in the corporate governance charter
(Recommendation 1.3, Appendix B).

3.5 What is the process for meetings of members

of the management body?

The process concerning meetings of the board of

directors and the supervisory board/management
board is usually set out in the company’s articles of
association. Typically, a convening notice will be
required in order to allow the board members to attend
and prepare the meeting in advance. Convening
formal- ities may usually be waived if all members
agree to such waiver. Attendance of meetings may be
in person, by proxy or via video conference or other
telecommunication means that ensure
the identification and the participation of the member.
The board of directors of a Luxembourg Issuer
shall ensure the preparation of minutes summing up
the deliberations and noting any decisions taken by
the board (Recommendation 2.3). Unless the articles
 109

3.6 What are the principal general legal duties 3.8 Are indemnities, or insurance, permitted in
and liabilities of members of the management relation to members of the management body and
body? others?

The main duties of directors (and other members of the regulations applicable to Issuers and aligning them to their
manage- ment bodies) are the following: investors’ expectations.
■ Duty of careful, diligent and wise management: the
duty to manage the company with a level of
diligence and prudence that may be expected from a
person in that posi- tion. Directors must apply the
necessary care and atten- tion to their office. This is a
best-effort obligation (obli- gation de moyens);
therefore directors do not have to meet a specific result.
■ Duty of loyalty: the duty to ensure that the interest of
the company prevails over the personal interests of
directors. In particular, directors shall avoid any
conflict of interest. A conflict of interest arises where a
director has a direct or indirect financial interest that
is conflicting with that of the company (articles 441-7
Companies Law).
■ Duty of skills and availability: the duty to accept a
mandate only if the director has the necessary skills,
qualities and time capacity.
■ Duty of confidentiality: the duty to avoid the
disclosure of any information with respect to the
company that is confidential.
With respect to liabilities, directors, members of the
manage- ment board and of the supervisory board may be
held liable as follows:
■ toward the company in the event that they committed
a fault that damaged the company (article 441-9 first
paragraph Companies Law);
■ toward the company or third parties if their conduct
was in breach of the applicable law and/or the articles
of asso- ciation (article 441-9 second paragraph
Companies Law). In this case, shareholders may
individually act against the direc- tors or members of
the management committee if they prove to have been
independently prejudiced;
■ in accordance with tort regulation (articles 1382 and
1383 Civil Code), if the requirements provided by the
Companies Law are not fulfilled; and
■ in accordance with the provisions of the Criminal
Code (Code Pénal ) or the criminal provisions of the
Companies Law.

3.7 What are the main specific corporate governance

responsibilities/functions of members of the
management body and what are perceived to be the
key, current challenges for the management body?

The board of directors or the management board have the

most extensive powers to pursue the object of the company,
with the exception of those powers reserved by law or the
articles of asso- ciation to the general meeting or, where
applicable, the supervi- sory board.
Given that the responsibilities and functions of members
vary depending on the company’s business model as well as
the indi- viduals and their expertise, the X Principles outline
only a few specific functions, such as the creation of
specific committees, which operate under the supervision
and responsibility of the board of directors
(Recommendation 3.9).
Following the direct impact of the COVID-19 pandemic,
the key challenge for management bodies remains
navigating the increasingly complex sustainability
Corporate Governance 2022
110 Luxembourg
It is possible to cover potential liabilities of employees into management or supervisory positions.
directors and the members of the management board Exceptions apply to companies with more than 1,000
and supervisory board with an insurance policy. employees over a period of three years, a quali- fying public
These policies are often concluded by the company, participation and/or a concession of the state.
but the directors and/or officers may also conclude
individual insurance policies in order to have a
broader coverage. The insurance policies generally
cover civil liabilities deriving from potential faults
or negligence, but excluding gross negli- gence
and/or wilful acts.

3.9 What is the role of the management body

with respect to setting and changing the
strategy of the corporate entity/entities?

The board of directors or supervisory board are the

main organs responsible for defining the strategy of
the company. The X Principle requires the board of
directors of Luxembourg Issuers to specifically
decide on the values and objectives of the company,
its strategy and the key policies to be implemented, as
well as the level of risk acceptable to the company
(Recommendation 2.3). In order to promote long-
termism, the X Principles further require
Luxembourg Issuers to integrate CSR aspects in their
business strategy (Recommendation 9.1).

4 Other Stakeholders

4.1 May the board/management body consider the

interests of stakeholders other than shareholders in
making decisions? Are there any mandated
disclosures or required actions in this regard?

Luxembourg laws and practice encourage the board

of direc- tors/management board to consider the
interests of shareholders as well as other stakeholders,
such as bond holders, employees, and creditors and,
increasingly so, even public interests (notably
regarding climate change). In particular, the X
Principles require the board of directors/management
board of Luxembourg Issuers to consider corporate
social responsibility aspects and to take into account
the interests of all stakeholders in their deliberations.
The board of directors/management board is not
required to disclose to shareholders if and to which
extent interests of other stakeholders have been
considered. However, there are certain disclosure
obligations which entail that the board of directors/
management board explains its decision-making
process. Notably, the board of directors/management
board of an Issuer shall disclose how the pay and
employment conditions have been taken into account
when establishing the company’s remuneration policy
in accordance with article 7bis of the Shareholder
Rights Law.
The X Principles require a Luxembourg Issuer to
define its corporate social responsibility policy and
recommend on a comply-or-explain basis to present
the corporate social respon- sibility information
either in a dedicated report or in a specific section of
its management report ( please refer to question 4.4
for further information).

4.2 What, if any, is the role of employees in

corporate governance?

In Luxembourg, Issuers are generally not required

to appoint representatives of the company’s
 111

Companies employing more than 15 employees are

required to designate at least one employee delegate. The
number of employee delegates as well as their participation
and information rights concerning the company’s
employment policies increase gradually with the number of
employees of the company.

4.3 What, if any, is the role of other stakeholders

in corporate governance?

The X Principles require the board of

directors/management board of Luxembourg Issuers to
consider the interests of all stakeholders in their
deliberations (Principle 2). However, the X Principles do not
further define the term “stakeholders”.
In particular, the board of directors/management board
shall consider the interests of employees in connection with
a take- over (articles 6 (2) and 10 (5) Takeover Law), a cross-
border merger (articles 1021-1 (4) and 1021-5 Companies
Law) and the remunera- tion of directors (articles 7bis (6)
Shareholder Rights Law).

4.4 What, if any, is the law, regulation and practice

concerning corporate social responsibility and similar
ESG-related matters?

The X Principles require a Luxembourg Issuer to define

its corporate social responsibility policy which shall
include responsibilities related to social and environmental
aspects (Principle 9). On a comply-or-explain basis, the
CSR information shall be included in a dedicated report or in
a specific section of the management report. In order to
further encourage non-fi- nancial considerations, the
Luxembourg Stock Exchange has published a dedicated
guide on ESG reporting.

5 Transparency and Reporting

5.1 Who is responsible for disclosure and

transparency and what is the role of audits and
auditors in these matters?

The board of directors or the supervisory board/manage-

ment board are mainly responsible for disclosure and
transpar- ency obligations incumbent on the company.
Annual and half- yearly financial reports that are made
publicly available by the Issuer shall contain a responsibility
statement of the individuals responsible within the Issuer.
Specific disclosure obligations such as the notification to
the Issuer and the CSSF concerning the shareholding of
certain percentages in accordance with article 8
Transparency Law are addressed to the shareholders ( please
refer to question 2.6 above).
The auditor is appointed by the general meeting of
share- holders and shall review and report on the annual
financial statements of the Issuer (article 3 Transparency
Law). Half-yearly reports as well as corporate governance
and CSR reports do not have to be audited.

Corporate Governance 2022