When Corporate Governance Becomes Boardroom Theatre
- Editor
- 11 minutes ago
- 4 min read
BY MICHEL VERMAERKE AND WIM DESTRIJKER
What does a ten-hour general meeting of a listed company reveal about the quality of corporate governance in Belgium? In Nyrstar’s case, quite a lot. Michel Vermaerke and Wim Destrijker, both advisers to Nyrstar Collective, reconstruct the 30 June meeting through the eyes of investors who believe they have been badly wronged. Their analysis ended with the prediction that the next chapter in the Nyrstar saga might yet produce an unexpected twist. That twist has come sooner than expected: less than two months after joining the Board, former Bpost CEO Dirk Tirez is taking over as Chairman. The analysis has therefore acquired an unexpectedly timely new dimension.
Governance in the Hot Seat
The general meeting of 30 June 2026 provided an extraordinary illustration of what is at stake. For ten hours, Nyrstar Collective raised questions about the validity of the meeting, the independence of directors, the role of legal counsel, the recording and reporting of the proceedings, and Nyrstar’s legal position vis-à-vis Trafigura.
The timing of the general assembly could hardly have been more sensitive: only weeks earlier, Nyrstar had formally been placed under suspicion in the criminal investigation into the restructuring, while the FSMA, Belgium’s financial regulator, had once again intervened, requesting an independent legal opinion on the potential consequences of a dissolution of the company for the ongoing criminal investigation and for Nyrstar’s ability to pursue claims against third parties — in practice, Trafigura.
Dialogue or Dialogue of the Deaf?
All the ingredients were there for a meeting in which transparency and dialogue should have taken centre stage. Minority shareholders experienced quite the opposite. In their view, Chairman Martyn Konig chose to retreat into the trenches. One answer was heard with striking regularity: “No!”
Fundamental questions remained unanswered about the independent legal opinion required by the FSMA in connection with the proposed vote on the dissolution, which was removed from the agenda at the eleventh hour. The crucial Limited Recourse Facility between Nyrstar and Trafigura had not been provided to the law firm issuing the opinion, even though that agreement contains restrictions that could be directly relevant to Nyrstar’s ability to take legal action against Trafigura.
When minority shareholders explicitly asked whether, in light of the criminal investigation and the formal suspicion of, among other things, misuse of corporate assets, the Board was considering bringing legal action against Trafigura, the answer was sobering, if hardly unexpected: "No!"
Furthermore, almost every critical question was met with the same formula: “We will note your question and will come back to it later.”
A Sudden Turn: Dirk Tirez Takes the Chair
In their report on the general meeting, available below, the authors suggested that the Nyrstar saga might yet take a new and unforeseen turn. Before their analysis could even be published, it did.
Dirk Tirez, who joined the Board as an independent non-executive director on 30 June, has now been appointed Chairman with immediate effect, succeeding Martyn Konig. The Board’s decision was unanimous. Less than two months after entering the boardroom, Tirez has taken the chair.
Tirez brings a strong legal, governance and capital-markets background to the role. As the former CEO of Bpost, he has precisely the kind of experience that could prove valuable in a complex case such as Nyrstar.
More important, however, is what Tirez himself said about independence on 30 June. He stressed that he represents neither a shareholder nor a creditor, litigant or member of management, and that his sole duty is to act in the corporate interest. For Tirez, independence means exercising free judgement, asking critical questions, properly assessing all available information, challenging assumptions and being able to explain decisions to shareholders, regulators and courts. In essence, he argued that independent directors should be judged not by slogans, but by their actions.
Those words did not go unnoticed by Nyrstar Collective. The minority shareholders hope that, as Chairman, Tirez will indeed act independently in the interests of the company and all its shareholders, rather than in the interests of its reference shareholder, Trafigura. His appointment also offers an opportunity to break with the style of the Konig era: less confrontation, less defensiveness and more open dialogue with investors who feel they were badly wronged by the events of 2019. No enemy image, but proper governance. No reflexive “No!”, but answers where answers can be given and accountability where accountability is required.
The minority shareholders, for their part, appear willing to approach the new Chairman with an open mind and engage in genuine dialogue in the interests of the company, including on the question of whether Nyrstar should finally initiate the necessary legal proceedings itself. But after years of conflict and what they regard as having been misled, scepticism remains deep.
They therefore continue to call for the appointment of a provisional administrator or an ad hoc representative: as a safeguard should the hoped-for change of course fail to materialise, and as a guarantee that the new Chairman will have the institutional room to pursue a genuinely independent course. Because more than ever, minority shareholders are no longer looking for words. They are looking for action.
The Real Test of Governance
The change at the top is therefore about far more than replacing one Chairman with another. It is the first real test of the principles Tirez himself articulated on 30 June.
Can an independent Chairman of a company with a dominant shareholder genuinely put the corporate interest first? Can he restore space for dialogue and demonstrably independent decision-making? And can he rebuild the trust of shareholders who have spent years questioning precisely that independence?
Nyrstar has long since become more than a single stock-market dispute. Belgium has company law, listing rules, a Corporate Governance Code, independent directors, statutory auditors, notaries, bailiffs and a financial regulator. But governance proves its worth only when the system comes under pressure.
With Dirk Tirez at the helm, Nyrstar has a new opportunity to demonstrate that independent governance can be more than a formal label. The coming months will show whether the change at the top marks a genuine change of course — or merely a change in the cast.
Read the full report (published in De Bestuurder): Nyrstar: Good Governance or Theatre of the Absurd? Chronicle of a Shareholders’ Meeting Under High Tension.
