The Node and the Kontore

On the political toll of the post — and why Belgium never noticed the difference

Handwerpen — 2026

I. The illustrative history

In 1241 the merchants of Lübeck and Hamburg signed a pact to protect their trade routes. Nobody planned what came next. Over the following two centuries, city after city — Bruges, Cologne, Bergen, Novgorod, and eventually Antwerp on the edge of the network — joined not because a crown ordered them to, but because cooperation paid. The Hanseatic League never had a founding charter, a capital, or a sovereign. It had Kontore — trading posts — and a shared interest in not being robbed, taxed twice, or lied to about prices. 

Out of that self-interest emerged something close to a postal service: regulated messenger routes between trading cities, run by the merchants who needed them, paid for by the merchants who used them. 

Nobody voted on it. Nobody needed to. 

Two hundred and fifty years later, in 1490, Emperor Maximilian I of Austria wanted a reliable line of communication between his court in Innsbruck and his newly inherited territories in the Low Countries. He did not ask the merchants of Antwerp or Bruges to organize it. He hired a family — de Tassis, Lombard couriers — and had them build a relay route from Innsbruck to Mechelen, the Habsburg seat of government, later moved to Brussels. Maximilian's son Philip the Handsome then granted the Tassis family a monopoly on postal delivery. By 1597, Emperor Rudolf II converted that grant into a full legal monopoly against all competing messenger systems. By 1615, the office of Imperial Postmaster General was made hereditary. A courier contract had become a fief, and a fief had become law.¹ 

This is the contrast the rest of this essay stands on. The Hanseatic post emerged; the Taxis post was issued. One grew from the bottom because people needed to trade and trade needs communication. The other was handed down from the top because a dynasty needed to administer territory it had acquired by marriage and war. Both, for a while, operated in the same cities, and coexisted for some years — the Hanseatic messenger and the Imperial Post of Thurn und Taxis. One was a service. The other was a privilege, granted by a prince to a family, that happened to deliver letters. 

The timing is not incidental to this essay's subject. The five decades in which Thurn und Taxis converted an imperial courier contract into a hereditary monopoly — 1490 to roughly 1540 — are the same five decades in which Antwerp became the commercial center of the known world: the Bourse opened in 1531, the Portuguese spice staple moved there, and the city's population and wealth exploded. Antwerp's Golden Age was not produced by the postal monopoly running through it. It was produced by merchants, bankers, and printers innovating in trade finance, insurance, and information — the same kind of unplanned, bottom-up cooperation the Hanseatic League had modelled a quarter-millennium earlier. 

The monopoly rode on the city's wealth. It did not create it. 

Six hundred years later, bpost — trading as bnode — is the direct institutional descendant of the Thurn und Taxis model, dressed in the language of public service. It did not emerge from merchants organizing their own trade. It was chartered, is majority-owned, and has its terms of compensation set by a single authority that also happens to regulate it. 

II. The spreading problem

Start from the plainest fact: postal service is not a natural right. It is not owed to anyone by anyone. It is a market service like any other — people have organized, financed, and delivered the movement of letters and goods across every century for which we have records, without waiting for a state to grant them permission. Fee-for-delivery is older than most of the states that now claim to regulate it. 

What is owed, if anything, is an argument — and the lacking argument the modern state produces is subsidiarity. 

Subsidiarity requires the state to show, before it intervenes: first, that a market failure actually exists; second, that regulation or public provision would produce less harm than the failure itself; and third, that the specific service chosen has a legitimate justification tailored to the failure identified. None of this is optional scaffolding. It is the whole test. And universal service offering (USO), press delivery privilege, and bnode's expanding SGEI list — cash-at-counter, pension delivery, "bridging the digital divide," and "Please Postman" home-visit outreach — the burden of proof has quietly reversed. The state acts first and searches for the market-failure narrative afterward, if it bothers at all. 

Proportionality asks a second, related question: what measure, for what actual harm? Not what measure looks compassionate, or what measure keeps a subsidy line intact for a company whose core business — letter volume — has been declining for two decades, without its directors taking the necessary actions to reduce its scope or be compensated for it. A measure calibrated to an exception cannot be justified by simply asserting the exception exists. 

Belgium has answered both tests with what might be called institutional metastasis. Belgian subsidiarity is uncontained. What began, if it ever had a genuine beginning, as a narrow accommodation for the isolated and the elderly has spread node by node — hélas — into banking, into digital policy, into welfare checks, into press distribution (... and control). Belgian surrealism? Something closer to cancer: cells that no longer respond to the signal to stop dividing, spreading along the path of least resistance into whatever adjacent tissue of the economy will still tolerate them. 

III. Universal Service Obligation and Free choice

Consider the actual beneficiary of "universal service obligation" to remote populations. Living far from a city carries real, well-documented benefits: cheaper real estate and more space, less traffic and less pollution, closer proximity to nature, and — statistically, in most jurisdictions — lower exposure to crime and to the pressures of high-density immigration. These are not imagined benefits. People choose rural and peripheral living precisely because they are real. 

The moral hazard is that none of those private benefits are socialized back to the people who fund the universal service obligation that makes the choice artificially cheap. Everyone pays, through a universal postal tariff, for a delivery network that primarily benefits a minority who have already captured the private upside of their location decision. The Board as witness. 

The state taxes the whole population to prevent the people who made that choice from having to internalize its actual logistical cost — the way any private carrier, operating without a universal-service mandate, would simply price a rural surcharge and let the customer decide whether the delivery is worth what it costs to provide. 

The reason this persists is not sentimental. It is electoral. Dispersed, rural constituencies vote, and a universally socialized service is a low-visibility, high-retention way to extract a standing transfer from the whole society in exchange for that vote — a transfer that never appears on a ballot, never requires a budget line to be defended, and never has to justify itself against the beneficiaries who received it. Society spoliating society, with the politician who keeps the arrangement intact positioned to harvest the difference as electoral capital every cycle it survives. 

IV. The SGEI, node by node

The obligations layered onto bnode over successive Management Contracts are not a single service. They are a bundle, of political perks at the expense of the shareholders, and each item deserves to be tested on its own terms, not defended as a package. 

Pension delivery — cash at the door. bpost still delivers pensions in cash to those who request it. Bank wires exist. Bancontact exists. ATMs exist. Family-support networks exist. Licensed cash-transport and security firms exist. And the inconsistency inside the state's own logic is worth naming plainly: Belgium's personal income tax administration (IPP) is now effectively digital-by-default and functionally assumes every citizen has a bank account for refunds and settlements — yet the same state insists, in the pension context, that a large population cannot be assumed banked. The state cannot coherently hold both positions at once. One of them is a fiction maintained to justify keeping the delivery infrastructure alive. 

Cash at counter. ATMs and basic banking services at post-office counters are justified as preserving "financial access," but this substitutes a state mandate for what is, everywhere else, a commercial branch-density decision that banks make and unmake based on actual usage. bnode is not filling a market failure here so much as absorbing a cost that the banking sector has chosen not to carry, at the taxpayer's and minority shareholder expense, dressed as public service. 

Press delivery. This is the anomaly this project has already dealt with at length elsewhere — see Against Privilege, on the seven captured trades, journalists among them. Press distribution through bnode is a double instrument: it is a competition-distorting, historically uncompensated-by-tender SGEI (the 2021 tender that was supposed to finally introduce competition collapsed into the bid-rigging the BMA confirmed in February 2026),² and it is simultaneously a mechanism of leverage. A press sector whose physical distribution depends on a subsidized channel controlled by the same state apparatus it is supposed to scrutinize has a built-in disincentive to bite the hand that delivers it. The subsidy is not just economically anomalous. It is structurally corrosive to the press's own independence. 

Even after the concession itself was abolished in 2023, the subsidy did not vanish — it migrated into the tax code, as a refundable credit costing the treasury roughly €50 million a year through 2026, administered by FOD Financiën rather than debated as spending. 

Remote geography delivery. The externalities of rural delivery should be internalized by the person who chose the location, not spread across the tariff base. Natural, market-tested solutions already exist and are used everywhere bnode does not have a universal-service obligation forcing it to ignore them: cluster mailboxes, centralized pickup points, reduced delivery frequency, or simple distance-based pricing that reflects the actual marginal cost a carrier would have to charge if it were permitted to price freely — which, under the current USO tariff-averaging obligation, it is not. 

The digital divide. The 7th Management Contract added "bridging the digital divide" to bnode's mandate in 2021.³ A service that bnode is not even remunerated for. Ask the obvious question: in a country with public libraries, near-universal smartphone penetration, publicly subsidized broadband offers, universal compulsory education, and a state footprint covering roughly 60% of the economy by other means entirely, is a parcel and letter company the right instrument for digital-inclusion policy at all — or is "bridging the digital divide" simply the rationale invented, this decade, to keep a structurally shrinking mail business's headcount and subsidy base intact against the arithmetic of declining letter volume? The exception — a genuinely digitally excluded elderly or disabled minority — has been promoted to organizing principle for a much larger apparatus. 

V. BIPT regulatory entelechy

There is a cost this entire structure imposes that rarely appears in any of the compensation tables: BIPT itself. 

A telecom-and-post regulator, funded by levies on Belgian operators (ergo their shareholders), whose entire practical workload is generated by the continued existence of a dominant, state-anointed incumbent operating under a maze of SGEI obligations that a genuinely competitive market would never have produced in the first place. You do not need a regulator of this size and mandate because postal markets are inherently dangerous. You need one because bnode exists in its current form. The regulator is not a check on the arrangement. It is a cost the arrangement generates, recursively, to manage itself — and still fails to do so. 

And every regulatory and governance seat is one more position through which Belgian partito-cracy extends its reach into the structure of the state — one more postje, to be distributed after an election. 

That is not a critic's allegation. That is a departing insider's plain description of how the seats are filled.⁴ 

VI. The gordian knot – Bnode

The Belgian state relates to bnode in three capacities that any first-year corporate governance course would tell you must never sit in the same hand. 

As regulator and policy-maker, it negotiates sectoral labor agreements and absorbs/subcontracts the political cost of the resulting strikes — the April 2026 postal action alone cost bnode an estimated €15 million, with actuals later confirmed at €25 million, in operating profit before a new 2026–2027 collective agreement was reached after nearly two years of negotiation.⁵ It transposes EU directives into domestic law through BIPT. It sets tariffs. 

As service recipient and related party, it is the counterparty on every SGEI and universal-service arrangement, and it sets the price it pays for the service it receives from a company it also owns. 

As lead shareholder, it nominates a majority of politically designated board members and has, at multiple points documented in the record, allowed cabinet staff and company payroll to blur into each other.⁶ 

The OECD's own 2024 Guidelines on Corporate Governance of State-Owned Enterprises say plainly that the exercise of ownership rights "must be clearly separated from policy, regulatory or other types of government functions to avoid potential conflicts of interest."⁷ 

GUBERNA, Belgium's own institute for directors, went further in 2019, warning explicitly against using politically aligned directors as a minister's back-channel, and insisting that a director who acts on ministerial or party instruction is not thereby relieved of personal responsibility for the result.⁸ 

The three roles are manifestly incompatible. Not difficult to balance — incompatible. A regulator cannot audit its own counterparty's pricing in good faith when it is also that counterparty's largest shareholder and the author of the very policy the pricing is meant to implement. 

VII. Alexander's sword – Agency theory

Agency theory exists to describe exactly this failure mode. An agent — management, the board — serves a principal (shareholders), but carries its own goals, and where those goals diverge from the principal's, society bears the cost of the divergence plus whatever it costs to monitor and constrain it. Split shareholding compounds the problem: different classes of shareholder frequently want different things, and profit maximization is not always, or even usually, the majority shareholder's actual objective function. 

When the majority shareholder is simultaneously the regulator and the related party paying for the service, the conflict stops being manageable and becomes structural. Politicians, as a class, favor low press visibility, absence of scandal, and industrial peace over shareholder return. 

A board captured by that preference becomes a mechanism for managing political risk rather than enterprise value — and over successive cycles, becomes a self-perpetuating caste whose institutional interest is its own continuity, not the company's. 

The state, for its part, favors redistribution delivered through public service, perceived — erroneously — as inherently fair, while simultaneously determining unilaterally what it will pay for that redistribution. It is legislator, beneficiary, and price-setter in the same transaction. 

The EU's state aid framework misses the deeper point even where it is functioning exactly as designed. Article 106(2) and the SGEI Framework establish a ceiling: compensation cannot exceed the Net Avoided Cost of the obligation. They establish no floor, and they do not ask the question that actually matters for a minority shareholder — whether a state permitting its own majority-owned company to be compensated below that ceiling, year after year, distorts competition against private rivals who have no captive shareholder willing to absorb the shortfall. 

bnode's own filings to the Commission document exactly this pattern across two successive compensation cycles: a structure in which the company absorbs any cost overrun in full while capturing only a capped share of any efficiency gain, and never the reverse.⁹ This is not symmetric risk-sharing. It is a one-way valve. The cycle-by-cycle figures belong to a companion piece to be built for that kind of scrutiny; the structural point stands on its own here. 

Here is why that matters for a shareholder rather than a taxpayer: because the state can extract this value from bnode without ever booking a loss on its own balance sheet — no earnings call, no bondholder covenant, no rating-agency scrutiny of the kind a private counterparty imposing the same terms would face — the normal disciplines of long-term financing pressure and quarterly market scrutiny are muted for the controlling shareholder even as they bite in full for the minority, who hold a security that is marked to market every trading day. 

The state can run public policy through bnode at the direct expense of private investors who reasonably assumed — naively, or simply because Belgian company law told them so in writing — that their interests would be scrupulously protected alongside everyone else's. 

VIII. The shame – Political compromise, capture of the board and revolving doors

Belgium's political class has, on this file, behaved with a consistency that would be almost admirable if it were not so corrosive. Consider the arc of a single dossier: 

Michael Freilich (N-VA) spent five continuous years, from 2019 onward, as bnode's most persistent parliamentary critic. In March 2023 he raised the case of AMP CEO Benoît Dewaele's compensation structure — a management-company arrangement used from April 2021 to December 2022, which bpost itself acknowledged as at least a "dubious situation" and voluntarily ended, while disputing that it was illegal; the 2019 law banning management companies for public-enterprise directors, in force since January 2020, was the specific target of Freilich's complaint.¹⁰ He filed criminal complaints, jointly with fellow N-VA MP Peter De Roover, over the newspaper-concession collusion in May 2023 and again in May 2024 over irregularities in bnode's digitalization contracts with the Ministry of Justice.¹¹ 

He repeatedly and publicly demanded a full parliamentary investigative commission — a demand Vlaams Belang made independently as well (Nathalie Dewulf's formal proposal, 3 May 2023; a second, same-day Vlaams Belang statement tied the demand explicitly to the cabinet-staff claim)¹² — accusing bnode's then-chair Audrey Hanard and Minister Petra De Sutter's cabinet, by name, of what critics characterized on the record as an orchestrated cover-up. A parliamentary hearing did take place that same month — bpost’s leadership, including the Audit Committee chair, appeared before the Chamber on 16 May 2023 and defended Hanard directly, but left Parliament visibly unconvinced, unable to explain why the internal review took from March to August to begin, or to fully resolve questions about family ties between bpost staff and the law firms conducting it.)^12a

Peter De Roover, Freilich's own co-signer on both criminal complaints, became President of the Belgian Chamber of Representatives on 10 July 2024, after the elections.¹³ 

In Jan 2025 he went further and organized, through the Chamber's Finance Committee, a formal hearing on minority shareholder protection and Belgian capital markets — inviting Deminor's Bernard Thuysbaert, Quanteus's Kris Vansanten (representing wronged Nyrstar shareholders) and others.¹⁴ 

Then, in February 2025, N-VA entered government. 

By April 2025, Freilich's own parliamentary engagement with bnode had visibly shifted register, now framed around unequal competitive conditions under the 7th Management Contract. No renewed call for the commission appears in this later record.¹⁵ 

Jean-Pascal Labille (PS). Minister of Public Enterprises overseeing bnode, 2013–2014. His tenure was cited explicitly by the incoming 2014 government as the reason for centralizing state shareholdings under FPIM-SFPI — to curb, in the phrase used at the time, "excessive ministerial interference."¹⁶ Eighteen months after leaving office, on 27 May 2016,¹⁷ by then a PS party official in opposition, he warned live on RTBF's Matin Première that bnode was about to lose its public status and that the state was, within hours, going to sell part of its stake to PostNL. Trading in both bpost and PostNL shares was halted; the merger talks collapsed within days. Then-Minister of Public Enterprises Alexander De Croo and then-N-VA chairman Bart De Wever publicly blamed Labille for the deal's collapse; Labille himself called the accusation "not very serious" and disputed responsibility.¹⁸ bnode's CEO at the time, Koen Van Gerven, was sharply critical of Labille specifically — telling La Libre that "la sortie de Labille" was "irresponsable," and telling VRT that Labille's statements were "totaal misplaatst" (totally misplaced), adding that "great discretion is required" in such matters.¹⁹ 

Scale:

• shares were halted with bpost trading at approximately €24.32, on roughly 200 million shares outstanding — a market capitalization on the order of €4.9 billion.²⁰ 

• The FSMA's 2023 sanctions decision fined Labille €12,500.

According to La Libre's reporting, the decision characterizes the violation as an "infraction particulièrement grave" — a particularly serious infraction — precisely because Labille had been the minister overseeing bnode and was minister when the company was the subject of the privileged information he disclosed.²¹ He contested it; the CJEU's June 2026 ruling in Labille (C-376/24) clarified the applicable legal test — extending the Article 21 MAR "normal exercise of function" exemption, ordinarily protecting journalists, to a former minister's disclosure, provided it is necessary and proportionate — but left the specific necessity/proportionality finding to the Brussels Court of Appeal, where it remains pending.²² 

Where he is now: Secretary General of Solidaris, the national federation of the socialist mutual insurance funds — an institutional platform of comparable weight to a ministry, from which he continues, visibly and vocally, to shape Belgian social policy debate.²³ 

If 51% of Bnode had been sold at 2016-era prices, how much could Belgian public debt have been reduced by comparison to today? Bnode's market capitalization stood at €258 million as of the beginning of September 2026²⁴ — a figure worth holding against whatever answer that question produces. 

Dirk Tirez. Rose from Chief Legal & Regulatory Officer to CEO in 2021; dismissed in December 2022, following bpost's own internal review into the newspaper-concession collusion; media reporting later showed he had known of the arrangement since at least January 2022. Neither the Belgian Competition Authority nor the public prosecutor ultimately sanctioned him personally — he was among the individuals whose cooperation with the investigation meant no charges were pursued. As of 21 August 2026, he has been unanimously appointed Chairman of the Board of Nyrstar — a separately listed Belgian company itself cited, at the very same January 2025 parliamentary hearing described above, as a live case of minority shareholder abuse, with Quanteus's Kris Vansanten representing the wronged shareholders — for a confirmed fixed annual remuneration of €200,000.²⁵ 

The collusion itself — adjudicated, not alleged, per the BMA's February 2026 decision — inflated the state's subsidy exposure and exposed bnode to competition-law liability; not, strictly, a direct fraud on minority shareholders' own assets. But the distinction is cold comfort: the exposure it created was the company's, and the company's exposure is the shareholders'. A man dismissed in connection with conduct that put bnode's own minority shareholders at financial and reputational risk — even without being personally sanctioned for it — has been appointed to chair the very board whose institutional purpose is to protect minority shareholders, at a company already flagged in the same hearing as a governance failure. 

This essay could not have invented a cleaner illustration if it tried. 

Petra De Sutter (Groen). Deputy Prime Minister and Minister overseeing bnode from October 2020 to February 2025 — through the newspaper-concession scandal, the Tirez dismissal, the allegations of ministerial-cabinet staff simultaneously drawing bnode salaries, and the company's own 2023 admission of roughly €25–50 million in EU competition-rule breaches in a single year. She left government in February 2025, won UGent's rector election on 30 April 2025 with an average of 71% across all elector groups, and took office 1 October 2025 for a term running to 2029 — the single most prestigious academic office in Flanders — with no discernible interruption to her public standing.²⁶ 

Share value: as of December 2020, approximately €8.43; as of March 2025, approximately €1.52.²⁷ 

Audrey Hanard. Chair of the board 2021–2025, proposed for the position by the PS²⁸ — and formally certified as meeting the Article 7:87 independence criteria the same year she was put forward by a governing party, a fact that says more about the elasticity of the independence test than about Hanard personally. She presided over the audit that surfaced the newspaper-concession collusion and oversaw Tirez's dismissal; 2025 Belgian business press described her as "van PS-signatuur."²⁹ Since leaving bnode, she has not left public governance: she sat on the board of Proximus from April 2022 until April 2026,³⁰ has served on Belgium's own Corporate Governance Committee since November 2021 — a body that helps write the very code her board conduct will now be measured against — and chairs or sits on the boards of Fluicity, SINGA Belgium, and Be education.³¹ 

Not exile. Lateral rotation within the same small circuit of appointments. 

Françoise Roels. Hanard's successor from May 2025, nominated directly by the federal government — in exercise of a 51%-shareholder's ordinary rights under Belgian company law — arriving from Cofinimmo, and a former member of the board at Proximus Media House until 2024. Described by Belgian business press as "apolitiek."³² The point is not her personal affiliation, which by all accounts is genuinely absent. The point is that the nomination right itself is the mechanism worth scrutinizing, regardless of who currently occupies the seat. 

Belgian public life does not punish failure at bnode. It relocates it, laterally, to somewhere with an equally good view. 

IX. The victims

The taxpayer subsidizes a benefit captured by a self-selecting few through a fee levied universally, is exposed to the consequences of collusion arrangements the state's own filings document, and pays, on top of all of it, for a regulator whose necessity is generated by the very arrangement it exists to police. 

The competitors are either priced out of the market by an operator that can run below cost without market discipline or are actively excluded from it — as PPP was, per the Belgian Competition Authority's own adjudicated February 2026 finding, when it was allegedly handed postal-code volume data that induced it not to bid on the newspaper concession it might otherwise have won.³³ The government's own response, once the rigging was confirmed, was not to fix the tender and run it again: in November 2023 it abandoned competitive tendering for press distribution altogether, replacing the concession model with a declining tax-credit scheme for publishers and leaving bnode's own subsidiary AMP handling most of the distribution PPP had won on price.³⁴ Even a competitor that plays by every rule can find the regulatory framework rewritten under it by the same actor that sets the rules of the market it competes in. 

The minority shareholders face something structurally worse than an ordinary controlling shareholder with aligned but distinct interests. They face a single actor that simultaneously appoints the people meant to police abuse of its own position, sets and revises without external tender the price of the services it buys from the company it controls, and profits from privileged access to information while sitting hierarchically above the very supervisory apparatus meant to catch that behaviour. 

Whatever term one reaches for to describe a structure that concentrates regulator, counterparty, and majority owner in a single hand, this essay has already supplied one: an extractive fief, not a firm — the same category Thurn und Taxis occupied six centuries ago, dressed now in the language of public service rather than imperial grant. The underlying arrangement is the object of the charge, not any one person occupying a seat within it. 

bnode posted a net loss of €39.4 million for fiscal year 2025 and paid no dividend for a second consecutive year — 2024 and 2025 alike.³⁵ 

X. The offense

Every shareholder is owed, at minimum, an increase in the value of their asset or a share of the profit the company earns. What Belgian minority shareholders in bnode have instead been exposed to is something closer to a hidden dividend paid to a different party entirely: a related party the majority shareholder itself controls, extracting value through an arrangement that other shareholders never see a euro of, dressed as public-service compensation. 

Services that are rendered below cost. 

Article 7:97 of the Belgian Companies and Associations Code exists precisely to stop this.³⁶ It requires disclosures, notably to assess fairness explicitly, by name, by the minority shareholders. 

The USO Management Contract renewal in 2023–24 — the one arrangement in this entire portfolio carrying zero direct state compensation — received a full, detailed disclosure with the independent committee's actual quoted conclusion.³⁷ 

The 2021 disclosure for the 7th Management Contract failed to do so.³⁸ 

The below-cost pattern is not alleged. It is documented, in the state's own submissions to the European Commission.³⁹ And the pattern is not confined to the past. The government's proposed cut of roughly €50 million to the 8th Management Contract, which CFO Philippe Dartienne characterized on the Q2 2026 earnings call as "written in hard text in a government agreement" — a text that, on inspection, does not actually contain that figure⁴⁰ — is a saving that costs the government nothing visible: no tax increase, no line item in a contested budget, simply a quieter compensation figure attached to a listed company's related-party contract with its own majority owner. 

Note, finally, what the independent-director and auditor safeguards amount to in this structure. Three independent bpost directors approved the compensation terms as loss-making but strategically justified; an auditor signed off. 

Of course, the statute's auditor role is just a check for material inconsistency between the board's minutes and information the auditor already had — not a fairness opinion, and not, on its own terms, ever meant to be one.⁴¹ 

And the entire cost edifice these directors and auditors are checking rests on activity-based costing data that bnode itself produces, which the European Commission's own recitals acknowledge it carries forward from prior cycles rather than independently auditing.⁴² 

The company being paid must mark its own homework, and fails, while the state cashes the rest, and the independent directors who are supposed to catch the difference are checking a number that was never actually theirs to verify in the first place. 

XI. The bold witnesses

In early 2025, the Belgian Chamber's Finance Committee held a hearing — organized at Michael Freilich's initiative — specifically on the protection of minority shareholders and the strengthening of Belgian capital markets.⁴³ It is worth treating as a primary document, because it says in one room what this essay says across fourteen sections. 

Deminor's Bernard Thuysbaert told the committee that the FSMA's structural weakness is not its diagnosis but its enforcement: unlike the European Commission in antitrust cases, the FSMA cannot force restitution once it has found abuse — it can only sanction, and often only lightly. And the hearing did not treat bnode as a hypothetical: governance "at listed state enterprises, such as Bpost and Proximus," was named directly and described as very deficient.⁴⁴ 

Further Mr. Thuysbaert, also said:  “...but I must give you a frank statement today: when a collective claim dossier is presented to Deminor, seeking damages before the Belgian courts, I expect today that Deminor Funding's investment committee will not approve the dossier" and "What are the core problems in Belgium: ... the first is the failure of justice” .^44a 

This is the same Thuysbaert who told La Libre in October 2023, "that when a company has public — and especially political — authorities as shareholders, things go badly, and that the other shareholders remain, strangely, quite passive."⁴⁵ 

XII. The oblivious referees

The FSMA investigates on serious indications of unlawful practice, gives the party a month to respond, and refers findings up to the sanctions commission or the public prosecutor.⁴⁶ 

Its own record on this file is instructive less for its procedure than for its proportion: the sanction it imposed on a former minister whose on-air leak halted trading in a listed company and collapsed a live merger negotiation was €12,500. 

No more comments needed. 

The CJEU, in Labille (C-376/24, June 2026), extended the Article 21 MAR "normal exercise of function" exemption — designed to protect journalists engaged in ordinary newsgathering — to a former minister's disclosure.⁴⁷ 

The reasoning: political speech about a matter of public interest deserves comparable protection provided it is necessary and proportionate, and that only economic advantage, not political advantage, disqualifies the exemption. 

The necessity-and-proportionality question goes back to Brussels, where it remains pending. 

The scandal this ruling sits with is not a legal error; it is a category problem. 

• A journalist's authority to speak derives from newsgathering open, in principle, to anyone with the skill to do it. A journalist's duty is to hold power to account. 

• A former minister's authority to disclose the state of merger negotiations over a company he used to personally oversee derives from privileged institutional access nobody else in the room had. 

The EU state aid regime sees the pattern and yet declines to draw the necessary conclusions. And simultaneously is blind to the bigger picture. 

The Commission's SA.100860 decision explicitly calls a compensation cap set below the full NAC calculation an "implied efficiency incentive."⁴⁸ 

Thus, it accepts, on its face, that the state is paying its own company less than the company's own cost model says the obligation is worth, and frames this as a "feature." 

The Commission is thus failing to evaluate the implications for competition — including for bnode itself — of services rendered below cost. 

Its recitals carry forward prior acceptance of bnode's activity-based costing methodology rather than independently re-testing it. 

A regulator that has, in its own words, already spotted the asymmetry, and chosen not to follow it any further, is not failing to notice the problem. 

It is simply becoming a cooperator. 

XIII. The ignored principles

It had already been said. 

The OECD (2024 Guidelines on Corporate Governance of State-Owned Enterprises): ownership rights must be clearly separated from policy, regulatory, and other government functions; transactions between the state and its SOEs should occur on market-consistent terms; controlling shareholders and board members should not make abusive use of information they obtain; all shareholders are owed equitable, simultaneous treatment.⁴⁹ 

GUBERNA (2019): every director, independent or government-nominated, must act with professional independence of mind in all circumstances; a director who acts on ministerial or party instruction still bears personal responsibility for the outcome.⁵⁰ 

The European Court of Human Rights, in Sovtransavto Holding v. Ukraine (2002) and Olczak v. Poland, confirms that shares, including the voting rights and influence attached to them, are "possessions" protected under Article 1 of Protocol 1 to the European Convention on Human Rights, and that a state can violate that protection through administrative interference with a company's affairs, not only through direct expropriation.⁵¹ 

This essay didn't need to invent an argument. 

Every one of these frameworks is available, on the record, in the public domain. 

They required, only, that someone read them against what the Belgian State does ... and dares to denounce it. Brabo!

XIV. The discrete minority

Antigoon did not ask the merchants of the Scheldt to accept a "genuine, quantified reduction" in his toll. 

He did not commission an independent committee to certify that his levy was at-arms-length. 

He set the price, collected it, and cut the hand off whoever could not or would not pay — the whole arm's length. 

Tolls run now differently. It is not a blade at the riverbank. 

It is a compensation cap set, unilaterally, by the same hand it compensates — the hand, all too visible, that also regulates the market, that appoints and adjudicates any dispute the arrangement produces. 

A toll that has been measured. That is paid for, disproportionately, by people who hold nothing but a listed share and a good-faith belief in a statute that names them: minority shareholders. 

Minority as individuals. Irreducible. 

Brabo did not reform the toll. He ended it. 

And gave the city its name, a name that has meant, for six centuries, that the hand that took the toll does not get to keep it. 

So be it. 

Silvius Brabo — Handwerpen.be · 10/09/2026

Notes

Regulation (EU) No 596/2014 (Market Abuse Regulation), Articles 7, 17, and 21, referenced throughout Sections XI–XII.