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NOMINATION, REMUNERATION AND CORPORATE
GOVERNANCE COMMITTEE
The Nomination, Remuneration and Corporate Governance Committee
is made up of three Independent Directors within the meaning of
Article 526ter of the Company Code. These are Mr. Gaëtan Hannecart
(Chairman), Mr. André Bergen and Mr. Baudouin Velge. The members of the
Executive Committee are not members of the Nomination, Remuneration
and Corporate Governance Committee.
Role of the Nomination, Remuneration and Corporate
Governance Committee
The role of the Nomination, Remuneration and Corporate Governance
Committee is to assist the Board by:
•
issuing recommendations for the composition of the Board of
Directors and its Committees and for validating the independence of
its members;
•
helping to select, evaluate and appoint members of the Board of
Directors and of the Executive Committee;
•
helping to determine the remuneration of the members of the Board
of Directors and of the Executive Committee and to apply it;
•
drawing up a Remuneration Report;
•
analysing and preparing recommendations on all matters relating to
Corporate Governance.
The current composition of the Nomination, Remuneration and Corporate
Governance Committee and the tasks assigned to it are in compliance
with the provisions of the Law of 06.04.2010, inserting an Article 526qua-
ter in the Company Code. The Nomination, Remuneration and Corporate
Governance Committee’s operating rules can be viewed in its charter on
the website
www.cofinimmo.com.
Activity report of the Nomination, Remuneration and Corporate
Governance Committee
During 2013, the Committee met on four occasions. The main matters con-
sidered were the following:
•
the review of the remuneration policy for the members of the
Executive Committee, including the introduction of a phantom stock
unit plan;
•
the company’s remuneration policy;
•
the review of “High Potentials” and of the succession plan;
•
the determination of the remuneration of the Executive Directors
so that it remains in line both with market levels and with the
responsibilities assumed by them;
•
the assessment of its own functioning;
•
the drawing up of a Remuneration Report;
•
the action plan for the presence of at least a third of women on the
Board of Directors;
•
the proposal to appoint Mrs. Inès Reinmann as Independent Director
within the meaning of Article 526ter of the Company Code;
•
the proposal to renew the office of Mrs. Françoise Roels as Executive
Director and Member of the Executive Committee;
•
the proposal to renew the office of two Non-Executive Directors,
namely Mr. Alain Schockert as representative of the shareholder
Bank Degroof and Mr. André Bergen as Independent Director under
the terms of Article 526ter of the Company Code;
•
proposal to appoint Mr. Christophe Demain as Director representing
a shareholder.
AUDIT COMMITTEE
The Audit Committee is made up of three Directors, all Independent within
the meaning of Article 526ter of the Company Code. They are Mr. Xavier de
Walque (Chairman), Chevalier Vincent Doumier and Mrs. Inès Reinmann.
The members of the Executive Committee are not members of the Audit
Committee but attend the meetings and do not participate in the vot-
ing. The Chairman of the Board of Directors is not a member of the Audit
Committee but is permanently invited to all this Committee’s meetings. He
does not however participate in the voting.
Through their professional experience, the members of the Audit
Committee have the necessary competencies – both individually and col-
lectively – in accounting and auditing matters to guarantee the effective
working of the Committee.
Role of the Audit Committee
The role of the Audit Committee is to examine:
•
the process of compiling financial information;
•
the effectiveness of the company’s internal control and risk
management mechanisms;
•
the internal audit and its effectiveness;
•
the statutory audit of the annual and consolidated accounts,
including the questions and recommendations made by the auditor
charged with auditing the consolidated accounts;
•
the independence of the auditor charged with auditing the conso-
lidated accounts, in particular concerning the provision of additional
services to the company.
The current composition of the Audit Committee and the tasks assigned to
it are in compliance with the provisions of the Law of 17.12.2008 concerning
the creation of an Audit Committee in listed and financial companies. The
Audit Committee’s operating rules are detailed in the charter of the Audit
Committee, which can be viewed on the website
www.cofinimmo.com.
Activity report of the Audit Committee
During 2013, the Audit Committee met on four occasions. Apart from the
matters that fall within its mission as defined in the Audit Committee
Charter and the Law of 17.12.2008, to guarantee the accuracy and truthful-
ness of the reporting of Cofinimmo’s annual and half-yearly accounts, the
quality of the internal and external audit and the information provided to
the shareholders, the following points have been dealt with:
•
the review of the recommendations made by the auditor concerning
the internal audit procedures;
•
the review and assessment of the Risk Management reference
framework of the Cofinimmo Group;
•
the reports of the Internal Auditor concerning the review of the
activities related to the management of assets let to the MAAF
Group;
•
the rotation of real estate experts.
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