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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. De Walque (Chairman), Chevalier Vincent Doumier and Mrs.
Inès Reinmann-Toper. The members of the Executive Committee are
not members of the Audit Committee but attend meetings without
taking part in the votes.
The Chairman of the Board of Directors is not a member of the
Audit Committee, although he has a permanent invitation to all the
Committee’s meetings. However, he does not participate in the
voting. Through their professional experience, the members of the
Audit Committee have the necessary skills in accounting and audit-
ing – both individually and collectively – 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
consolidated 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 fulfil the conditions imposed by the Law of 17.12.2008
concerning the creation of an Audit Committee in listed and finan-
cial 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 2014, the Audit Committee met on five occasions. It not only
addressed 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 truthfulness 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, it
also addressed the following points:
•
review of the recommendations made by the Auditor
concerning internal audit procedures;
•
assessment of the Risk Management framework of the
Cofinimmo Group;
•
introduction of the RREC regime;
•
the IAS 39 reference system and interest rate hedging;
•
the Internal Auditor’s reports on the compliance with
maintenance and repair obligations by operators of triple net
assets, on the accounting department, and on the asbestos
risk;
•
the Board of Directors’ recommendation for the renewal of the
term of office of the Auditor, SCRL Deloitte, Company auditors,
represented by Mr. Frank Verhaegen;
•
its own assessment.
Nomination, remuneration and
corporate governance committee
The Nomination, Remuneration and Corporate Governance
Committee is made up of three Directors, all independent within the
meaning of Article 526ter of the Company Code. They 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
and of the Executive Committee;
•
helping to determine the remuneration policy of the members
of the Board of Directors and of the Executive Committee and
applying it;
•
drawing up a remuneration report;
•
analysing and preparing recommendations on all matters
related to Corporate Governance.
The current composition of the Nomination, Remuneration and
Corporate Governance Committee and the tasks assigned to it
fulfil the conditions imposed by the Law of 06.04.2010, insert-
ing an Article 526quater 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 2014, it met on seven occasions. The main matters consid-
ered were:
Concerning remuneration:
•
review of the remuneration policy for the members of the
Executive Committee including the introduction of a stock
bonus plan;
•
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 company’s remuneration policy;
•
drawing up of a remuneration report;
Concerning the composition of the Board of Directors:
•
the review of “High Potentials” and the succession plan;
•
the action plan for the presence of at least one third of women
on the Board of Directors;
•
the proposed appointment of Mr. Jérôme Descamps as Chief
Financial Officer, member of the Executive Committee and his
proposed appointment as Executive Director;
•
the proposed renewal of the term of office of Mr. Xavier Denis
as Executive Director and Member of the Executive Committee;
•
the proposed appointments of Mr. Christophe Demain as a
Director representing the shareholder Belfius Insurance and
Mrs. Kathleen Van den Eynde as an Independent Director under
the terms of Article 526ter of the Company Code;
Concerning its functioning:
•
its own assessment.
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