96 / 220
CONTRACTUAL TERMS OF THE MEMBERS
OF THE EXECUTIVE COMMITTEE
With a view to entrusting the responsibility for the day-to-day manage-
ment to the Directors who are members of the Executive Committee, the
company has concluded a permanent service contract with them. This
agreement is concluded for an unspecified period. The Directors have
the self-employed status and accomplish their duties in the absence
of any form of subordination and with full autonomy and independence.
However, they are guided in the performance of their duties by the guide-
lines and strategic decisions adopted by the Board of Directors and by
compliance with the rules governing the responsibilities and operations
of the Executive Committee.
As regards the contract concluded with Mr. Jean-Edouard Carbonnelle
and Mrs. Françoise Roels respectively, this contract may be terminated
subject to a 24-month advance notice in the event that the company ini-
tiates the termination or to a three-month advance notice in the event
that a Director member of the Executive Committee initiates the termi-
nation, or else by payment of an equivalent indemnity calculated on the
basis of the emoluments prevailing at the time of the termination. In the
event that the company is the subject of a takeover and that, within a
five-year period dating from this takeover, their contract is terminated or
the scope of their responsibilities reduced, Cofinimmo will pay them an
indemnity equivalent to 36 months of remuneration. Article 9 of the Law of
06.04.2010 indicates that this indemnity should be limited to 12 or, in some
cases, 18 months. However, the Nomination, Remuneration and Corporate
Governance Committee notes that these terms were fixed in the manage-
ment agreements signed with the above-mentioned Directors members of
the Executive Committee in 2007. Shareholders’ approval is therefore not
required on this point, in accordance with the same Article.
The contracts concluded in June 2011 with Mr. Xavier Denis and in
October 2012 with Mr. Marc Hellemans are in line with the provisions of the
Law of 06.04.2010, as they stipulates that the contract can be terminated
subject to a 12-month advance notice in the event the company initiates
the termination or to a three-month advance notice in the event that Mr.
Xavier Denis or Mr. Marc Hellemans initiate the termination, or else by pay-
ment of an equivalent indemnity calculated on the basis of the emolu-
ments prevailing at the time of termination.
If the Directors members of the Executive Committee are unable to carry
out their duties for reasons of incapacity (illness or accident), Cofinimmo
will continue to pay them the fixed portion of their emoluments for a period
of two months dating from the first day of incapacity. Afterwards, they will
receive an incapacity allowance (paid by an insurance company) equal to
70% of their total remuneration.
Concerning the resignation of Mr. Marc Hellemans, the departure condi-
tions provided for in his permanent service contract were applied. A notice
period of three months was observed before his contract was terminated
and the rules of the stock option plan were applied without exception.
OTHER PARTIES INVOLVED
CERTIFICATION OF THE ACCOUNTS
An Auditor appointed by the General Shareholders’ Meeting must:
•
certify the annual accounts and review the half-yearly accounts, as
for any limited liability company;
•
being a Sicafi/Bevak – a listed collective investment undertaking –
prepare special reports at the request of the Financial Services and
Markets Authority (FSMA).
The Auditor is SC s.f.d. SCRL/BV o.v.v.e. CVBA Deloitte, Company Auditors,
represented by Mr. Frank Verhaegen, auditor certified by the Financial
Services and Markets Authority (FSMA), with registered offices located in
1831 Diegem, Berkenlaan 8B.
The fixed remuneration of the Auditor Deloitte, Company Auditors, for the
review and the certification of Cofinimmo’s company and consolidated
accounts amounted to €116,700 (excluding VAT). Its fees for the certi-
fication of the company accounts of Cofinimmo’s subsidiaries came to
€130,610 (excluding VAT). The fees of the Deloitte Group for its fiscal
research and support assignments amounted to €64,975 (excluding VAT)
during the financial year and mainly consist in verifying the economic and
financial data relative to acquisitions within the meaning of Article 133 §7
of the Company Code. Furthermore, the fees of the Auditor for the certifi-
cation of the accounts of the French subsidiaries of the Group came to
€50,660 (excluding VAT). The one-to-one rule was observed with regard to
the auditor’s fees.
DEPOSITORY BANK
The function of depository bank is no longer required by the Sicafi/Bevak
regulation since the Royal Decree of 07.12.2010 relating to Sicafis/Bevaks.
Management Report
/ Corporate Governance Statement
90
/