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PERFORMANCE EVALUATION OF THE BOARD
OF DIRECTORS AND ITS COMMITTEES
Under the direction of its Chairman, the Board of Directors conducts regu-
lar evaluations, at least every two or three years, of its size, composition,
performance and that of its Committees as well as its interaction with the
Executive Committee. The four objectives of this evaluation are to:
•
appraise the functioning of the Board of Directors or the Committee
concerned;
•
ascertain whether important matters are prepared and discussed
adequately;
•
evaluate the actual contribution of each Director by his presence
at the meetings of the Board of Directors and of the Committees,
and his constructive involvement in the discussions and
decision-making;
•
ascertain whether the current composition of the Board of Directors
or of the Committees is appropriate.
The last assessment of the Board and its Committees occurred in
September 2011. It takes place within a process set up by the Chairman
of the Board, the Secretary General and the Nomination, Remuneration
and Corporate Governance Committee. The procedure is launched fol-
lowing a decision by the Board of Directors. The assessment exercise
is a written procedure that takes into account the company’s strategy,
its financial situation and its place in the economic environment. The
Nomination, Remuneration and Corporate Governance Committee, in a
preparatory session, draws up a questionnaire to which the Directors are
required to reply individually.
The questionnaire deals with the following subjects: the functioning of
the Board of Directors, its culture, its composition, the information given to
the Board of Directors, its relationship with the Executive Committee, the
Committees, as well as the Chairman of the Board.
The procedure also allows the Directors to raise issues not covered by
the questionnaire. The answers and comments of the Directors are then
examined by the Nomination, Remuneration and Corporate Governance
Committee which studies them and makes any necessary recommenda-
tions to the Board of Directors.
On each office renewal, the Board proceeds, under the guidance and
with the contribution of the Nomination, Remuneration and Corporate
Governance Committee, to the assessment of the concerned Director. On
this occasion, the Nomination, Remuneration and Corporate Governance
Committee reviews the skills/experience grid of the Board members and
ensures that the Board’s composition is always adequate. The Nomination,
Remuneration and Corporate Governance Committee then makes its rec-
ommendations regarding the office that is about to expire to the Board
of Directors, who then decides to submit it to the General Shareholders’
Meeting.
The Non-Executive Directors carry out a regular evaluation, at least once
a year, of their interaction with the Executive Committee. It is put on the
agenda of a restricted Board of Directors’ meeting, in the absence of the
members of the Executive Committee, held at least once a year.
MANAGEMENT
The Executive Committee is assisted by a team of managers, each of
whom has the responsibility of a specific managerial domain.
Name
Function
1
Sébastien Berden
Head of Healthcare Properties
2
Yeliz Bicici
Head of Project Development
3
Benjamin Bostoen
Head of Information Technology &
Organisation (until August 2013)
4
Chantal Cabuy
Head of Human Resources &
Internal Communication
5
Ingrid Daerden
Group Treasurer
6
Valérie De Vos
Legal Coordination &
Document Manager
7
Steve Deraedt
Head of Information Technology
(as of September 2013)
8
Andrée Doucet
Senior Corporate Legal Officer
9
Chloé Dungelhoeff
Corporate Communication Manager
(until December 2013)
10
Aline Etienne
Corporate Legal Officer
11
Laurence Gacoin
Head of Project Development
(until September 2013)
12
Jimmy Gysels
Head of Business Unit Pubstone
13
Dirk Huysmans
Head of Offices Belgium
14
Valérie Kibieta
Investor Relations Manager
(Head of External Communication
& Investor Relations as from
January 2014)
15
Stéphanie Lempereur
Head of Corporate Finance & Control
16
Pascale Minet
Head of Accounting
17
Valéry Smeers
Tax Manager
18
Domien Szekér
Head of Project Management
19
Jean Van Buggenhout
Head of Property Services &
Corporate Social Responsibility
20
Caroline Vanstraelen
Corporate Legal Officer
21
Sophie Wattiaux
Corporate Legal Officer
RULES AND PROCEDURES
RULES CONCERNING CONFLICTS OF INTEREST
In compliance with Article 523 of the Company Code, any member of the
Board of Directors who, whether directly or indirectly, has a financial inter-
est which conflicts with a decision or operation involving the Board of
Directors, may not attend the proceedings of this Board.
In certain circumstances, the following situations may also give rise to the
application of Article 523 of the Company Code and may be considered as
potential conflicts of interest:
•
regarding the Directors appointed on a proposal by important
shareholders: if transactions arise between these respective
companies and Cofinimmo for which these companies have an
opposing interest to that of Cofinimmo;
•
regarding Mr. Gaëtan Hannecart: if transactions arise between
Cofinimmo and the Matexi Group of which Mr. Gaëtan Hannecart is
Managing Director and for which the Matexi Group would have an
opposing interest to that of Cofinimmo.
Considering the absence of any conflict of interest, the Board of Directors
did not draw up any report for the year 2013, in application of Articles 523
and 524 of the Company Code.
Management Report
/ Corporate Governance Statement
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