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Corporate
Governance
Statement
CORPORATE GOVERNANCE STATEMENT
In terms of corporate governance, Cofinimmo seeks to maintain the highest standards
and continuously assesses its methods in relation to principles, practices and
requirements in this field.
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
applicable code. It is available on the website of the Belgian Official
Gazette (Moniteur Belge/Belgisch Staatsblad), as well as on the
website
www.corporategovernancecommittee.be.
The Board of Directors declares that, to its knowledge, the corpo-
rate governance exercised fully complies with the 2009 Corporate
Governance Code.
The company’s Corporate Governance Charter can be viewed on its
website
www.cofinimmo.com. It was last amended on 05.02.2015.
Internal audit and
risk management
In accordance with the Corporate Governance rules and with
the various laws applicable to regulated real estate companies,
Cofinimmo has set up a risk management and internal control
procedure.
For this, 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
(www.coso.org)is an organisation that stems
from the private sector and which purpose is to promote the
improvement of the quality of financial reporting through the appli-
cation of business ethics rules, an effective internal 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 notion of internal environment includes the company’s
vision, integrity, ethical values, personal skills, the way in which
the Executive Committee assigns authority and responsibilities,
organises and trains its staff, all under the control of the Board of
Directors.
At Cofinimmo, the business culture incorporates risk management
at various levels, based on:
• corporate governance rules and the existence of an Audit
Committee, a Nomination, Remuneration and Corporate
Governance Committee entirely composed of Independent
Directors within the meaning of Article 526ter of the Company
Code, 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, rules governing the buying and
selling of shares, prevention of misuse of corporate funds,
acceptance of business gifts, communication and respect for
individuals;
• adherence to task separation principles and the application of
rules regarding delegation of powers clearly established at all
levels of the company;
• the application of strict criteria in relation to management of
human resources, particularly selection, staff recruitment
rules, training policy, periodic performance assessment
procedures and setting of annual targets;
• the monitoring of procedures and the formalisation of
processes.
External players are also involved in this risk control environment,
in particular the Financial Services and Markets Authority (FSMA),
company auditors, legal consultants, independent real estate
experts, banks, the credit rating agency Standard & Poor’s, finan-
cial analysts and shareholders.
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