Sustainable Entrepreneurship: A Duty of Care for the Future?

That ideal world may sound far away, but it is closer than you might think. In recent years, a major influx of sustainability legislation has emerged at the global level, laying (and continuing to lay) the foundations for this ideal world.

In the short term, however, certain measures are needed to make this ideal world achievable. These measures require substantial financial investment. According to the Federal Climate Change Service and the Study Committee on Public Investments, we are talking about a total additional investment of EUR 415 billion, a figure that continues to rise each year. A significant part of this investment will have to come from the private sector.

To encourage large companies to make meaningful investments in building the foundations for a sustainable world, they themselves must be governed in a more sustainable way – paving the way for smaller companies to follow their example.

What is good governance: acting in the company’s best interests

Good governance begins with the purpose of the company: its corporate objective, financed by shareholders and guided by a strong board of directors. The members of the board of directors – the directors – are appointed and dismissed by shareholders^[1].

Directors^[2], and by extension the board of directors^[3], have the authority to perform all acts necessary or useful to achieve the corporate purpose. These actions serve the company’s objective. The director, as the loyal soldier of the shareholder, must therefore act in the interest of the shareholder’s company. In both legal and corporate governance terms, this is expressed as directors being required to serve the company’s interest^[4]. That company interest is partly determined by the corporate purpose.

Where the company interest was traditionally associated with profit maximization, the Belgian Code of Companies and Associations (WVV/CCA) creates room for additional objectives. Article 1:1 CCA indeed requires the intention to provide or distribute a financial benefit, but it does not exclude companies from also pursuing other societal, social, or sustainable goals.

If we look at the Brussels stock exchange, we see that today only two out of 136 listed companies have made use of this possibility: Ion Beam Applications^[5] and Spadel^[6]. This implies that 134 companies have not taken advantage of this option.

The appetite to pursue other objectives is therefore limited. Moreover, even when other objectives exist, shareholders always have the final say and profit maximization generally remains the starting point.

A shift in the definition of the company’s interest – from soft law to hard law

Despite the limited use of the possibility for companies to pursue multiple goals and interests, we observe that in recent years there has been a visible shift in how the company’s interest is defined. Is the company’s interest still primarily the profit maximization of shareholders? The “he who pays the piper calls the tune” mechanism has been under pressure for some time.

Driven by the UN’s “Agenda 2030”, which aims to create a more sustainable world by 2030, a global blueprint was presented in 2015. At its core are the 17 Sustainable Development Goals (SDGs), ranging from ending poverty, hunger, and water scarcity to ensuring affordable and clean energy, employment, and economic growth through sustainable innovation and industry.^[7]

Citizens and companies initially began – more than before – to take a voluntary interest in their “social responsibility”.

This also entered the domain of hard law, under the impetus of the European Green Deal, presented in 2019 by the European Commission.

The European Green Deal must prepare and transform the EU into a modern, resource-efficient, and competitive economy. This policy plan includes measures to reform Europe’s economy, energy system, industry, and transport, with the aim of reducing emissions by at least 50% by 2030.^[8]

Since then, further hard law sustainability frameworks have been implemented through the introduction of the EU Taxonomy Regulation, the Corporate Sustainability Reporting Directive (CSRD), and the Corporate Sustainability Due Diligence Directive (CS3D).

The Taxonomy Regulation, which entered into force on 12 July 2020, provides a classification system that defines which economic activities qualify as environmentally sustainable, in order to steer capital flows toward green investments.

Under this Regulation, certain companies must report the percentage of their revenue and expenditures that are environmentally sustainable. This system prevents greenwashing^[9] and provides transparency for investors.

The CSRD, which entered into force in early 2023, requires companies to report on their sustainability impact on people and the environment in line with ESG criteria (Environmental, Social, Governance)^[10]. It strengthens transparency and encourages companies to think and act more effectively for people, planet, and governance.

The CS3D requires companies to adopt a sustainability policy and to monitor their value chains. This gives them insight into which partners fail to meet social, governance, or environmental obligations^[11]. The CS3D therefore goes a step further than the CSRD. Companies must actively identify, prevent, mitigate, and – where necessary – remedy risks related to human rights violations and environmental harm throughout the entire value chain. This is not merely a reporting obligation but a duty of care, where negligence can lead to fines and civil liability.

Hard law implementation in Belgium

A clear shift is therefore underway in thinking and acting on sustainability.

This shift became visible in Belgium as early as 2013, when the Court of Cassation ruled that the interest of a company is determined by the collective profit interest of its current and future shareholders^[12]. Through this ruling, the Court already indicated in 2013 that the company’s interest is oriented toward continuity of the company, thereby giving it a future-focused interpretation. The Court also indirectly suggested that this future-oriented approach requires taking into account the interests of external stakeholders (such as employees, the environment, and the community)^[13]. Without considering the needs and interests of external stakeholders, it becomes difficult for a company to survive and ensure its continuity.

This vision is also reflected in the Corporate Governance Code 2020 (“Code 2020”), where this future-oriented approach is expressed as “sustainable value creation.”

The “Code 2020” is a guideline/framework for good corporate governance of listed companies. It is structured around ten principles considered essential pillars of good governance^[14] and operates under the “comply or explain” principle. This means listed companies are expected to comply with the Code’s guidelines. If a company chooses not to follow certain rules in specific situations, it may deviate, provided it clearly explains this in its reporting.^[15]

In the explanatory memorandum of the Corporate Governance Committee, sustainable value creation is described in six steps. The most important is prioritizing the long term:

‘Sustainable value creation does not mean that short- or medium-term objectives are unimportant or that periodic financial indicators may be neglected. It does mean, however, that when there is a conflict between short-term objectives and the long-term interests of a company, priority must be given to the longer-term interests. Making trade-offs between short and long term requires foresight and courage’.^[16]

Tension between directors and shareholders in the short term

Achieving sustainable value creation through sound corporate governance indeed requires courage, as the foreword of the Code 2020 emphasizes. To take decisions that lead to sustainable value creation in the long term, tensions will arise between directors and shareholders in the short term.

On the one hand, shareholders pursue profit maximization. This pursuit may come at the expense of sustainability obligations that cost money and reduce a company’s profit margin. On the other hand, stands the director. To comply with European hard law sustainability obligations, the director must or will want to invest in a sustainability transition, because in the long term this is the best way to safeguard the continuity of the company.

Moreover, sustainability is far from the only agenda item and often does not receive high priority within companies, quite the opposite.

In the Audit Committee Survey 2025 for Belgium and the Netherlands, conducted by KPMG, an overview was made of the top risks audit committees focus on today: cybersecurity, AI, physical risks, geopolitics, supply chain, etc.

Climate as a top risk is all the way at the bottom.

Additionally, it should be noted that through the “Omnibus Simplification Package,” approved by the European Commission in 2025 and definitively adopted on 17 December 2025, the scope of the CSRD and CS3D has been significantly narrowed.

As a result, only the very largest companies^[17] will still be required to comply with this legislation, and approximately 90% of companies which previously fell within the scope of the CSRD and CS3D^[18] are (for the time being) no longer affected^[19]. These developments illustrate how geopolitical considerations increasingly influence sustainability regulation and reflect the EU’s attempt to align with international developments. In this tension, the shareholder and their pursuit of profit maximization appear, for now, to be decisive.

Fortunately, the current reality is not entirely negative.

Belgian companies are making progress. In Belgium, for example, there is an annual award ceremony: the Belgian Award for Sustainability Reporting (BAS). This annual event, organised by the Institute of Registered Auditors (“IBR”), rewards the best Belgian sustainability reports[20]. The number of participants increases each year: there are now 74, of which 29 are in scope of the CSRD (half of the total scope) and therefore two-thirds are voluntary reporting. The growing importance of sustainability reporting and sustainability policy among large Belgian companies is therefore unmistakable.

Duty of care of the company vs. duty of care of the director

With a view to sustainable value creation and compliance with applicable sustainability regulation, a company must act as a diligent legal entity and review and re-evaluate its impact on people and the environment.

In line with the CS3D, negative impacts must be limited as much as possible, and positive impacts must be expanded.

This does not alter the fact that this corporate duty of care must remain workable in a framework that offers sufficient flexibility in terms of scalability. A company must remain profitable.

The director can safeguard the company’s duty of care by exercising their mandate carefully, in compliance with good governance principles and guided by sustainable value creation. If the director fails to do so, they do not act in the company’s interest and may be held liable.

Indeed, pursuant to Article 2:56 WVV, directors are liable toward the company for faults committed in the exercise of their mandate. This liability can only be assessed marginally by courts, taking into account the company’s interest. When evaluating whether a management fault exists, a court will consider the director’s policy discretion. Only errors that fall outside the margin within which a normally prudent and diligent director makes policy decisions may qualify.^[21]

Despite the partly shifted interpretation of the company’s interest, the profitability of the company will always remain an important component of it.

A greener future?

The good news is that in essence, we are all saying the same thing. Profit and sustainable entrepreneurship are not opposites; they merely operate on different timelines. It is therefore sufficient to focus on the long term and to work backwards in planning. To provide a company with continuity and future sustainability, investments will inevitably need to be made in the short term that have a positive impact on the company in the long term. By making smart decisions now regarding sustainable policy and operations, and by making appropriate investments, the long-term return will be visible – without shareholders ultimately seeing their profits reduced. The necessary short-term investments will yield relief and returns over the long term.

In the long run, there is perfect alignment of interests between stakeholders and shareholders. After all, we all want our children, grandchildren, and great-grandchildren to continue to be able to do business and live in well-being. That goes hand in hand with thoughtful, well-considered steps toward more sustainable business operations and value creation. The ideal world is no longer a utopia, but an achievable reality that delivers value for all.

Practical applications

How does a sustainability policy translate into practice today? The practical steps below provide a guideline to align your company with European regulation and structurally embed sustainability within your organization:

• Appoint an ESG-responsible person at board level 
• Monitor ESG performance through dashboards and KPIs (Key Performance Indicators) 
• Provide regular training and internal awareness programmes 
• Integrate ESG into compliance and risk management processes 
• Ensure proactive ESG reporting and transparent disclosure (CSRD) 
• Use governance codes for board structure (e.g., Code Buysse, Code 2020, OECD principles[22]) and ESG frameworks for substantive reporting (e.g. GRI standards)[23]

Need support?

Has this article inspired you to start working on sustainable policy within your company? Would you like to know more, have questions, or need advice? Feel free to contact our team of experts at Andersen in Belgium:

• Sandra Gobert: Partner in Sustainability, Corporate Governance, Corporate Law and M&A 
• Marie-Anne Theodoroudis: ESG Consultant

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[1] For a private limited company (BV): Article 5:70 §§2–3 of the Code of Companies and Associations (CCA). For a CV: Article 6:58 §§2–3 CCA ; for an PLC (NV): Article 7:85 §§2–3 CCA.

[2] Article 5:73, §1, section 1 CCA; article 6:61 §1, section 1 CCA

[3] Article 7:93, §1, section 1 CCA.

[4] Provision no. 6.6 of the “Code 2020”: ‘Each director places the interests of the company first… and that a non-competition obligation applies to them’.

[5]  IBA’s statutory corporate purpose is as follows: ‘The objectives of the Company include, in the course of carrying out its activities, having a significant positive impact on all of its stakeholders, including in particular patients, its shareholders, its employees, its customers, society and the planet. The Company is managed with due regard to the interests of these stakeholders, with respect for living beings and for present and future generations, and with a view to minimizing, to the greatest extent possible, any potential negative environmental and societal impacts’.

[6] Spadel’s statutory corporate purpose is as follows: ‘More generally, the Company shall, to the extent of its capabilities, seek to have a significant positive impact on society and the environment through its operational and commercial activities. […]’.

[7] https://sdgs.un.org/goals#goals (consulted on 14 November 2025).

[8]‘The European Green Deal. The first climate-neutral continent’;  https://commission.europa.eu/strategy-and-policy/priorities-2019-2024/european-green-deal_nl (consulted on 14 November 2025)

[9] Greenwashing means that organizations or companies present themselves as more sustainable than they are.

[10] Corporate sustainability reporting, https://finance.ec.eu…e-sustainability-reporting_en (consulted on 17 November 2025).

[11] Corporate sustainability due diligence, https://commissio…-due-diligence_en?prefLang=nl (consulted on 17 November 2025)

[12] Court of Cassation (Belgium), 28 November 2013, C.12.0649.N.

[13] VERHEYDEN M., ‘Sustainability and the company interest’, Het Jubel Duurzaamheidsdebat 26 July 2022, https://www.jubel.be/duurzaamheid-en-vennootschapsbelang/ (consulted on 17 November 2025).

[14] Corporate Governance Committee, ‘Belgian Corporate Governance Code 2020’: Hoe gebruikt u de code 2020, structuur van de code 2020’, (5) 30; https://corporategovernancecommittee.be/assets/pagedoc/200979066-1651062167_1651062167-belgische-corporate-governance-code-2020.pdf.

[15] Corporate Governance Committee, ‘Belgian Corporate Governance Code 2020: Woord vooraf’, 4 (30); https://corporategovernancecommittee.be/assets/pagedoc/200979066-1651062167_1651062167-belgische-corporate-governance-code-2020.pdf.  

[16] Corporate Governance Committee, “Belgian Corporate Governance Code 2020: Woord vooraf’, 3 (30); https://corporategovernancecommittee.be/assets/pagedoc/200979066-1651062167_1651062167-belgische-corporate-governance-code-2020.pdf.

[17] For the CSRD: companies with more than 1,000 employees and an annual turnover of more than EUR 450 million; for the CS3D: from 2029 for companies with more than 5,000 employees and a turnover of EUR 1.5 billion. ESG news, ‘Het Europees Parlement keurt Omnibus I-pakket goed om de regels voor duurzaamheidsrapportage en due diligence te versoepelen’, 17 Dezember 2025,https://esgnews.com/nl/Het-Europees-Parlement-keurt-het-Omnibus-I-pakket-goed-om-de-regels-voor-duurzaamheidsrapportage-en-due-diligence-te-versoepelen./(consulted on 22 December 2025).

[18] Directorate-General for Financial Stability, Financial Services and Capital Markets Union, ‘Omnibus Package’, Newsletter, 1 April 2025, https://finance.ec.europa.eu/news/omnibus-package-2025-04-01_en; (consulted on 17 November 2025).

[19] What this means for Belgium will, for the time being, depend on the transposition of the Omnibus I package into Belgian law. This transposition process will start in 2026 (VBO, ‘Omnibus I: een geruststellend akkoord. En nu?’, News 17 Dezember 2025, https://www.vbo-feb.be/nl/nieuws/omnibus-i-een-geruststellend-akkoord-en-nu/ (consulted on 22 December 2025).

[20] ‘Award ceremony of the Belgian Awards for Sustainability Reports 2025’;  (consulted on 17 November 2025), https://sustainabledevelopment.be/agenda/uitreiking-van-de-belgian-awards-sustainability-reports-2025; ‘Sustainability Reports: current year’, https://www.ibr-ire.be/en/bas/reports/reports (consulted on 17 November 2025).

[21] Article 2:56, first paragraph CCA refers to liability “for decisions, acts or conduct that manifestly fall outside the margin within which normally prudent and diligent directors, placed in the same circumstances, may reasonably disagree.’; Guberna, “De afschaffing van de “quasi-immuniteit van hulppersonen”: welke aanpassingen moet u doorvoeren in de organisatie en uitoefening van uw bestuursmandaat? Hoe verhoudt zich artikel 6:3 BW tegenover de “gewone bestuursfout”?”, 2024, https://www.guberna.be/nl/know/de-afschaffing-van-de-quasi-immuniteit-van-hulppersonen-welke-aanpassingen-moet-u-doorvoeren#:~:text=Artikel%202:56%20WVV:%20bestuurders,beleidsbeslissingen%20nemen%2C%20in%20aanmerking%20komen (consulted on 17 November 2025).

[22] These are international principles issued by the Organization for Economic Co-operation and Development (OECD). These principles may be freely consulted on the website (https://www.oecd.org/en/topics/governance.html).

[23] The GRI Standards are sustainability standards issued by the Global Reporting Initiative. They set out how sustainability reporting should be carried out. They support both CSRD reporting and CS3D due diligence by providing insight into risks and impacts. These standards are regularly reviewed and updated to ensure that they continue to reflect global best practices. The GRI Standards are divided into three categories: Universal Standards (reporting on human rights and environmental due diligence), Sector Standards (reporting on sector-specific impacts of companies), and Topic Standards (listing relevant sets of standards per theme). For more information, please consult the website: https://www.globalreporting.org/standards/.