Cofinimmo - Annual Financial Report 2014

Decision-making bodies

Board of Directors

Current composition

According to the general principles governing the composi-

tion of the Board, as adopted on a proposal by the Nomination,

Remuneration and Corporate Governance Committee, the Board

currently comprises 12 Directors, including (i) nine Non-Executive

Directors, six of whom are Independent within the meaning

of Article 526ter of the Company Code and three representing

shareholders, and (ii) three Executive Directors (members of the

Executive Committee). The Board will recommend to the 2015

Ordinary General Meeting the appointment of the Chief Financial

Officer, who is a member of the Executive Committee, as a Director.

The Board will then comprise 13 members

including four Executive

Directors.

The Directors are appointed for a maximum of four years by the

shareholders at the General Shareholders’ Meeting and may be

dismissed in the same way at any time. They are re-electable.

The Independent Directors strictly comply with the independence

criteria set out in Article 526ter of the Belgian Company Code and

Appendix A of the 2009 Corporate Governance Code.

The Board meets a minimum of eight times a year. Exceptional

circumstances may necessitate the Board holding one or more

additional meetings. During 2014, the Board met on ten occasions.

Before the meeting, each Board member receives the documents

containing the proposals of the Executive Committee on which he

must decide. In the event of a vote, decisions are adopted by sim-

ple majority. In the event of a tie, the Chairman has the casting vote.

Under the Law of 28.07.2011 on ensuring the presence of women on

the Boards of Directors of listed companies, the Board of Directors

has examined the future evolution of its composition so that at

least one third of the Board members are of the opposite sex from

the other members, pursuant to this Law. The Board of Directors

established a very concrete action plan concerning the renewal of

the terms of office during the next two years in order to ensure the

appointment of at least two additional women to the Board before

the end of 2016. The Board of Directors will recommend the appoint-

ment of Mrs. Kathleen Van den Eynde as an Independent Director

as defined in Article 526ter of the Company Code at the Ordinary

General Meeting of 13.05.2015. If approved, her term of office will

run until 08.05.2019 and the number of women on the Board of

Directors will increase from two to three. Furthermore, Cofinimmo

directly and indirectly sponsors the activity of the association

Women on Board which aims to promote women’s presence on

Boards of Directors. Mrs. Françoise Roels, a member of Cofinimmo’s

Executive Committee, is also one of the founding members of this

association.

Renewal and appointment of Directors

The Ordinary General Meeting of 14.05.2014 decided on the

appointment of Mr. Christophe Demain as a Director representing

the shareholder Belfius Insurance. His term of office will run until

11.05.2016. Belfius Insurance is expected to propose a female candi-

date to replace him.

Subject to approval by the Financial Services and Markets Authority

(FSMA):

•

the renewal of the term of Mr. Xavier Denis as Executive

Director and member of the Executive Committee will be

proposed to the Ordinary General Meeting of 13.05.2015. If

appointed, his term of office will expire on 08.05.2019;

•

the appointment of Mrs. Kathleen Van den Eynde to the Board

as an Independent Director under the terms of Article 526ter

of the Company Code will be proposed, to replace Mr. Robert

Franssen, representing the shareholder Allianz Belgium. Mr.

Robert Franssen will have completed three consecutive terms

of office and, under our governance rules, his term cannot be

renewed. The Board of Directors warmly thanks him for the

expertise he has brought to the company.

The appointment of Mr. Jérôme Descamps as Executive Director

and member of the Executive Committee will also be proposed to

the Ordinary General Meeting of 13.05.2015. The FSMA has given

its approval, dated 18.11.2014. If appointed by the Ordinary General

Meeting of 13.05.2015, his term of office will expire on 08.05.2019.

Cofinimmo supports the

association Women on

Board which promotes

the inclusion of women

on Boards of Directors.

The Board of Directors

met ten times in 2014.

The company plans to reduce the number of Directors to 12 in the near future.

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