Annual financial report 2013

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REFERENCE CODE
This corporate governance statement adheres to the provisions of
the Belgian 2009 Corporate Governance Code (“2009 Code”) as well
as the Law of 06.04.2010 amending the Company Code. The Royal
Decree of 06.06.2010 recognised the 2009 Code as the only applica-
ble code. The Code is available on the website of the Belgian Official
Gazette (Moniteur Belge/Belgisch Staatsblad), as well as on the website
The Board of Directors declares that, to its knowledge, the exercised cor-
porate governance fully complies with the 2009 Corporate Governance
Code.
The company’s Corporate Governance Charter can be viewed on its web-
site . Its latest adaptation occurred on 21.03.2013.
INTERNAL AUDIT AND RISK MANAGEMENT
In accordance with the Corporate Governance rules and with the different
laws applicable to collective investment bodies, Cofinimmo has set up a
risk management and internal control procedure.
To do so, the company has chosen as reference procedure the Enterprise
Risk Management (ERM) model developed by COSO (Committee
of Sponsoring Organisations of the Treadway Commission). COSO
is an organisation that stems from the private sector and
which purpose is to promote the improvement of the financial reporting
quality through the application of business ethics rules, an effective inter-
nal control system and corporate governance rules.
The ERM model has six components:
• internal environment;
• setting of objectives and risk appetite;
• identification, analysis and control of risks;
• control activities;
• information and internal communication;
• surveillance and monitoring.
INTERNAL ENVIRONMENT
The internal environment includes the vision, the integrity, the ethical val-
ues, people’s skills, the way in which the Executive Committee assigns
authority and responsibilities, organises and trains the staff, all under the
control of the Board of Directors.
At Cofinimmo, the corporate culture incorporates risk management by
means of:
• Corporate Governance rules and the existence of an Audit
Committee and a Nomination, Remuneration and Corporate
Governance Committee, composed of Independent Directors within
the meaning of Article 526ter of the Company Code, of an Internal
Auditor, a Risk Manager, a Management Controller and a Compliance
Officer;
• the Executive Committee’s integration of the notion of risk for any
investment, transaction or commitment with a significant impact on
the company’s objectives;
• the existence of a Code of Conduct dealing with conflicts of interest,
professional secrecy, purchase and sale of shares, prevention of
misuse of corporate funds, acceptance of business gifts, com-
munication and respect of individuals;
• the adherence to segregation principles and the application of rules
regarding the delegation of powers clearly established at all levels of
the company;
• the existence in the human resources area of selection criteria,
personnel hiring rules, a training policy, a periodic performance
assessment procedure and the fixing of annual objectives;
• the follow-up of procedures and the formalisation of processes.
External actors also participate in this risk control environment, in particu-
lar the Financial Services and Markets Authority (FSMA), company audi-
tors, legal consultants, independent real estate experts, banks, the credit
rating agency Standard & Poor’s, financial analysts and shareholders.
SETTING OF OBJECTIVES AND RISK APPETITE
The strategy is determined annually by the Board of Directors on the basis
of a proposal of the Executive Committee. It is then translated into operat-
ing, conformity and reporting objectives at the company’s different oper-
ating levels, from the most global level to its application in functional units.
A budget, which translates the company’s objectives into figures, is drawn
up annually and checked every quarter. It includes forecasted revenue
items such as rents for the year, as well as property costs linked to the
management and development of the property portfolio, and financial
costs linked to the business financing structure. The budget is approved
by the Executive Committee and then submitted to the Board of Directors,
which then approves it.
Cofinimmo sees that it maintains high standards of corporate governance and assesses its methods
against the principles, practices and requirements in this field.
CORPORATE
GOVERNANCE
STATEMENT
Management Report / Corporate Governance Statement 74/