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CORPORATE GOVERNANCE STATEMENT
Remuneration Report drawn
up by the Nomination,
Remuneration and Corporate
Governance Committee
This Remuneration Report complies with the provisions of the 2009
Corporate Governance Code and of Article 96 §3, point 2, of the
Company Code, as introduced by the Law of 06.04.2010.
Internal procedures
During 2014, the policy regarding Directors’ remuneration was
drawn up on the following basis:
Non-Executive Directors
The principle of continuity with the past has been maintained. The
policy adopted by the shareholders at the Ordinary General Meeting
of 28.04.2006 on the proposal of the Board of Directors and the
Nomination, Remuneration and Corporate Governance Committee
remains applicable. In 2013, the Nomination, Remuneration and
Corporate Governance Committee carried out a comparison with
the remuneration of the Non-Executive Directors of other listed
Belgian companies of similar size. The aim was to ensure that the
remuneration is always appropriate and in line with market practice
taking into account the company’s size, its financial situation
and its position within the Belgian economic environment, and
the level of responsibility assumed by the Directors. The Board of
Directors, on the basis of a recommendation by the Nomination,
Remuneration and Corporate Governance Committee, decided that
the policy adopted by the shareholders at the Ordinary General
Meeting of 28.04.2006 may be maintained.
Members of the Executive Committee
The service contracts concluded (i) in 2007 with the Secretary
General and the current Chief Executive Officer, (ii) in 2011 with the
Chief Operating Officer, and (iii) in 2014 with the Chief Financial
Officer, were applied.
The remuneration of the members of the Executive Committee is
determined by the Board of Directors on the basis of the rec-
ommendations of the Nomination, Remuneration and Corporate
Governance Committee. This Committee annually analyses the
remuneration policy applicable to the members of the Executive
Committee and checks whether it needs to be changed in order to
attract, retain and motivate them, within reasonable boundaries
given the size of the company. The overall remuneration level as
well as the breakdown of its various components and their terms
and conditions are analysed. This analysis is accompanied by a
comparison with the remuneration policy applicable to members
of the Executive Committee of other listed and unlisted real estate
companies, as well as other non real estate companies of a similar
size.
Other Board members’ experience in this field was also taken into
consideration. In 2013, the Nomination, Remuneration and Corporate
Governance Committee carried out a summary comparison con-
cerning the overall level of remuneration. It results from this analysis
that the remuneration of the members of the Executive Committee
is in line with market practices.
The Nomination, Remuneration and Corporate Governance
Committee also sees that the target setting procedure determining
variable remuneration is in line with the company’s risk appe-
tite. The Nomination, Remuneration and Corporate Governance
operations using authorised capital other than those referred to in
Article 607 of the Company Code.
So far, the Board of Directors has used this option in the context of:
•
the final placement of a bond offering dated 28.04.2011 for a
maximum capital increase of €79,652,977.11;
•
the capital increase by contribution in kind of dividend rights,
decided on 24.05.2011, amounting to €17,697,422.45;
•
the capital increase by contribution in kind of dividend rights,
decided on 25.05.2012, amounting to €20,941,247.88;
•
the capital increase by contribution in kind of dividend rights,
decided on 06.06.2013, amounting to €28,367,771.12;
•
the final placement of a bond offering dated 20.06.2013 for a
maximum capital increase of €94,544,660.97;
•
the capital increase by contribution in kind of dividend rights,
decided on 05.06.2014, amounting to €20,536,439.56.
This means that the amount by which the Board of Directors can
increase the subscribed capital under the authorised capital is
€537,259,480.91.
Decision-making bodies
Directorships may be revoked at any time.
In the event that one or more mandates are not filled, the remaining
Directors, at a meeting of the Board, will be empowered provision-
ally to designate a replacement for the period until the next General
Meeting, which will hold the final election. For the purposes of
modifying the Articles of Association, there are no rules other than
those laid down by the Company Code.
Repurchase of shares
The Board of Directors is specially authorised, for a period of five
years as of the publication of the minutes dated 10.01.2014 of
the Extraordinary General Meeting held on 05.12.2013 to acquire,
pledge or transfer Cofinimmo’s own shares (even outside the stock
exchange) on behalf of the company, at a unit price that may not
be less than 85% of the closing market price on the day preceding
the date of the transaction (acquisition, sale and pledge) and that
may not be more than 115% of the closing market price on the day
preceding the date of the transaction (acquisition, pledge), without
Cofinimmo holding more than 10% of the total issued shares at any
time. At 31.12.2014, Cofinimmo SA/NV held 54,414 own shares.
In accordance with Article 620 of the Company Code, the company
bought back its own shares in the context of a change of status
decided by the Extraordinary General Meeting of 22.10.2014, within
the limits authorised by the General Meeting of 05.12.2013. The
company bought back 9,489 shares from shareholders exercising
their exit right in accordance with Article 77 of the Law of 12.05.2014
relating to regulated real estate companies, for a total price of
€892,155.78. The unit price of €94.02 was determined based on
the stock market price on 28.08.2014, i.e. the last closing price
before publication of the Information Note concerning the change
of status.
Contractual terms of the members of the Executive
Committee
The contractual terms of the Executive Directors are described on
page 117 of this Annual Financial Report.
Change of control
The Ordinary General Meeting of 14.05.2014 and the Extraordinary
General Meeting of 22.10.2014 were not asked to decide on a
change of control clause.
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