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Contractual terms of the members
of the Executive Committee
With a view to entrusting the responsibility for the day-to-day
management to Director members of the Executive Committee,
the company has concluded a service contract with them. This
agreement is concluded for an unspecified period. The Directors
have a self-employed status and accomplish their duties in the
absence of any form of subordination and with full autonomy and
independence However, they are guided in the performance of their
duties by the guidelines and strategic decisions adopted by the
Board of Directors and by compliance with the rules governing the
responsibilities and operation of the Executive Committee.
As regards the contract concluded with Mr. Jean-Edouard
Carbonnelle and Mrs. Françoise Roels respectively, this contract
may be terminated subject to an advance notice of 24 months
where the company initiates the termination or an advance
notice of three months in the event that a Director member of the
Executive Committee initiates the termination, or else by payment
of an equivalent indemnity compensating for the corresponding
period of notice calculated on the basis of the emoluments prevail-
ing at the time of termination. In the event that the company is the
subject of a takeover and where, within a five-year period dating
from this takeover, their contract is terminated or the scope of their
responsibilities reduced, Cofinimmo will pay them an indemnity
equivalent to 36 months of remuneration. Article 9 of the Law of
06.04.2010 indicates that this indemnity should be limited to 12 or,
in some cases, 18 months. However, the Nomination, Remuneration
and Corporate Governance Committee notes that these terms were
fixed in management agreements signed with the above-men-
tioned Directors who are members of the Executive Committee in
2007. The shareholders’ approval is therefore not required on this
point, in accordance with the same Article.
The service contracts concluded in June 2011 with Mr. Xavier Denis
and in August 2014 with Mr. Jérôme Descamps are in line with the
provisions of the Law of 06.04.2010, since they stipulate that the
contract can be terminated subject to a 12-month advance notice
where the company initiates the termination or a three-month
advance notice in the event that Mr. Xavier Denis or Mr. Jérôme
Descamps initiate the termination, or else by payment of an equiva-
lent indemnity compensating for the corresponding period of notice
calculated on the basis of the emoluments prevailing at the time of
termination.
Should the Director members of the Executive Committee be unable
to carry out their duties for reasons of incapacity (illness or acci-
dent), Cofinimmo will continue to pay them the fixed portion of their
emoluments for a period of two months dating from the first day of
incapacity. Thereafter, they receive an incapacity allowance (paid
by an insurance company) equal to 70% of their total remuneration.
Other parties involved
Certification of the accounts
An Auditor appointed by the General Shareholders’ Meeting must:
•
certify the annual accounts and review the half-yearly
accounts, as for any limited liability company;
•
this being a RREC, prepare special reports at the request of the
Financial Services and Markets Authority (FSMA).
The Auditor is SC s.f.d. SCRL Deloitte, Company auditors, repre-
sented by Mr. Frank Verhaegen, auditor certified by the Financial
Services and Markets Authority (FSMA), with registered office at
1831 Diegem, Berkenlaan 8B.
The fixed remuneration of the Auditor for reviewing and certifying
Cofinimmo’s company and consolidated accounts amounted
to €116,700 (excluding VAT). Its fees for certifying the company
accounts of Cofinimmo’s subsidiaries came to €131,150 (excluding
VAT), this amount including the fees for certifying the accounts of
the Group’s French subsidiaries. The fees of the Deloitte Group for
its fiscal research and support assignments amounted to €194,000
(excluding VAT) during the financial year and mainly concerned veri-
fying the economic and financial data relative to acquisitions within
the meaning of Article 133 §7 of the Company Code.
Real estate expertise
The real estate experts designated by the Group to certify the over-
all value of its property portfolio are:
•
DTZ;
•
PricewaterhouseCoopers;
•
Jones Lang LaSalle.
The terms of office of the real estate experts of the property of
distribution networks in France and the healthcare real estate in the
Netherlands expired on 31.12.2014.
In compliance with Article 24 §2 of the Law of 12.05.2014 relating to
RREC, which stipulates that the experts cannot be in charge of the
valuation of a property asset for longer than a period of three years,
Cofinimmo proceeded to the rotation of the experts at 01.01.2015,
by:
•
rotating the portfolio between experts (legal entities) for the
healthcare real estate in the Netherlands;
•
rotating the physical persons representing the experts (legal
entities) for the property of distribution networks in France.
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