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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
regular 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
analysis 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 meetings of the Board of Directors and the
Committees, and his constructive involvement in the
discussions and decision-making;
•
ascertain whether the current composition of the Board of
Directors or the Committees is appropriate.
The evaluation of the Board and its Committees is planned for
2015. It is carried out by means of a procedure established by the
Chairman of the Board, the Secretary General and the Nomination,
Remuneration and Corporate Governance Committee. The proce-
dure is launched following a decision by the Board of Directors. The
exercise of the assessment takes the form of a written procedure
that takes into account the company’s strategy, its financial situ-
ation and its place in the economic environment. The Nomination,
Remuneration and Corporate Governance Committee, in a prepara-
tory session, draws up a questionnaire to which the Directors are
required to reply individually.
The questionnaire deals with the following subjects: the func-
tioning of the Board of Directors, its culture, its composition, the
information given to the Board of Directors, its relationship with the
Executive Committee, its relationship with the Committees and with
the Chairman of the Board.
The procedure also allows the Directors to raise points for attention
not covered by the questionnaire. The replies and comments of the
Directors are then examined by the Nomination, Remuneration and
Corporate Governance Committee which studies them and makes
any necessary recommendations 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 con-
cerned Director. On this occasion, the Nomination, Remuneration
and Corporate Governance Committee reviews the Board members’
skills/experience grid and ensures that the Board’s composition
continues to be appropriate. The Nomination, Remuneration and
Corporate Governance Committee then makes its recommendation
regarding the office that is about to expire to the Board of Directors.
The Board then decides whether to submit it to shareholders at the
General Meeting.
The Non-Executive Directors carry out an annual evaluation 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. This meeting is held at least
once a year.
Management
The Executive Committee is assisted by a team of managers. Each
manager reports directly to one of the members of the Executive
Committee and assumes the responsibility in a specific managerial
domain.
Name
Function
1 Sébastien Berden
Head of Healthcare
2 Yeliz Bicici
Head of Development
3 Chantal Cabuy
Head of Human Resources &
Internal Communication
4 Steve Deraedt
Head of Information Technology
5 Valérie De Vos
Legal Coordination & Document
Manager
6 Ingrid Daerden
Head of Treasury & Project
Financing
7 Andrée Doucet
Sr. Corporate Legal Officer
8 Aline Etienne
Corporate Legal Officer
9 Jimmy Gysels
Head of Business Unit Pubstone
10 Dirk Huysmans
Head of Offices Belgium
11 Valérie Kibieta
Head of External Communication
& Investor Relations
12 Stéphanie Lempereur
Head of Corporate Finance &
Control
13 Pascale Minet
Head of Accounting
14 Valéry Smeers
Tax Manager
15 Domien Szekér
Head of Project Management
16 Jean Van Buggenhout
Head of Property Services &
Corporate Social Responsibility
17 Caroline Vanstraelen
Corporate Legal Officer
18 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 interest 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 Bank
Degroof, Belfius Insurance and Allianz Belgium: 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.
In view of the absence of any conflict of interest, the Board of
Directors did not draw up any report for the year 2014, in application
of Articles 523 and 524 of the Company Code.
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