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CORPORATE GOVERNANCE STATEMENT
Article 37 of the Law of 14.05.2014 relating to Regulated Real
Estate Companies (the provision applicable up until 04.11.2014
was Article 18 of the Royal Decree of 07.12.2010 relating to Sicafis/
Bevaks) states special provisions where one of the persons
referred to in this Article (director or shareholder of a subsidiary
of the public or institutional RREC, etc.) acts as counterparty in an
operation with the RREC or a company it controls.
The company applied Article 18 of the Royal Decree on Sicafis/
Bevaks in relation to the optional dividend in shares, since some
company Directors held Cofinimmo shares.
The company also applied Article 18 of the Royal Decree on Sicafis/
Bevaks in relation to the simplification of the Group’s structure in
the Netherlands and Belgium. Pubstone SA/NV concluded various
share transfer agreements with Inbev Belgium SA/NV and Inbev
Nederland BV in relation to Pubstone Holding BV, now called
Pubstone Properties BV. Cofinimmo then concluded a share transfer
agreement with Inbev Belgium SA/NV in relation to Pubstone Group.
Finally, the company applied Article 18 of the Royal Decree on
Sicafis/Bevaks in relation to the delivery of the Building Availability
Certificate for the new prison of Leuze-en-Hainaut. At the same
time, Cofinimmo agreed an addendum to the Design & Build agree-
ment dated 20.10.2011 with Cordeel Zetel Temse SA/NV and Willemen
General Contractor, essentially relating to the provisional accept-
ance date for the prison and a share purchase contract relating to
50% of the shares in FPR Leuze.
Code of conduct
The company’s Code of Conduct explicitly stipulates that the
members of the company bodies and of the personnel undertake to
refrain from seeking from third parties, and to refuse, any remunera-
tion, in cash or in kind, or any personal advantage offered by reason
of their professional association with the company.
Acquisition & sale of Cofinimmo shares (insider trading)
In accordance with the principles and values of the company,
Cofinimmo has inserted in its Code of Conduct the rules (Dealing
Code) to be followed by Directors and designated persons wishing
to negotiate financial instruments issued by Cofinimmo and its sub-
sidiaries. In particular, this Dealing Code prohibits them from buying
and selling Cofinimmo shares in the period running from the day
after each quarter’s closing date up until (and including) publication
of the annual, half-yearly or quarterly results. With respect to the
implementation of the Belgian Corporate Governance Code within
Cofinimmo, the rules of the Code of Conduct have been brought into
line with the Royal Decree of 05.03.2006 relating to insider trading,
the fair presentation of investment recommendations and the
indication of conflicts of interest.
Judicial and arbitration procedures
The Executive Committee of Cofinimmo SA/NV declares that there
is no government intervention, proceeding or arbitration procedure
that may have a significant influence, or may have had such an
influence in the recent past, on the financial position or profitability
of the RREC and that, as far as is known, there are no situations or
facts that could give rise to such government intervention, proceed-
ing or arbitration procedure.
Compliance officer and risk management
Mrs. Françoise Roels, Secretary General & Group Counsel, is the
Compliance Officer of Cofinimmo. Her duties involve ensuring
that the Code of Conduct as well as, more generally, all prevailing
laws and regulations are observed. She is also the company’s
Risk Manager within the Executive Committee, being responsi-
ble for identifying and managing risks potentially affecting the
organisation.
Internal audit
Mr. Jean Van Buggenhout is in charge of the Internal Audit function.
His duties involve examining and assessing the smooth running,
efficiency and relevance of the internal control system.
Research and development
The Cofinimmo Group did not carry out any research and develop-
ment activity during 2014, except for the construction and large-
scale renovation projects which are mentioned in the subchapter
“Transactions and performances in 2014”.
Power of representation
Article 17 of the Articles of Association stipulates that the company
must be represented, in all its acts, by two Directors or, within the
limits of the powers conferred to the Executive Committee, by two
members of that Committee acting jointly. The following persons
may therefore represent and validly commit the company for all
acts and all obligations with regard to all third parties or authorities,
public or private, by the joint signature of two of them:
•
Jean-Edouard Carbonnelle, Managing Director, Chairman of the
Executive Committee;
•
Xavier Denis, Executive Director, member of the Executive
Committee;
•
Françoise Roels, Executive Director, member of the Executive
Committee;
•
Jérôme Descamps, member of the Executive Committee.
A specific delegation of powers is also organised by the Executive
Committee under the notarial act of 23.02.2015, published in the
Belgian Official Gazette (Moniteur Belge/Belgisch Staatsblad) of
17.03.2015 under numbers 0045579 and 0045580, for the leases,
works, loans, borrowings, credit facilities and collaterals, informa-
tion and communication technologies, human resources, fiscal
management, hedging operations, fund transfer operations and
insurance operations.
Cofinimmo’s Articles of Association
Extracts from the Cofinimmo Articles of Association are published
on page 209 of the Annual Financial Report. Their most recent
revisions date from the Extraordinary General Meeting of 22.10.2014
and from the Board of Directors’ meetings of 10.01.2014, 22.04.2014,
05.06.2014, 07.07.2014, 07.10.2014, and 12.01.2015.
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