Cofinimmo - Annual Financial Report 2015

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In terms of corporate governance, Cofinimmo seeks to maintain the highest standards and
continuously assesses its methods in relation to principles, practices and requirements in force in
this field.
INTERNAL AUDIT AND RISK MANAGEMENT
In accordance with the Corporate Governance rules and with the sev-
eral laws applicable to Regulated Real Estate Companies, Cofinimmo
has set up a risk management and internal control procedure.
To do so, the company has chosen as reference procedure the
Enterprise Risk Management (ERM) model developed by COSO
(Committee of Sponsoring Organisations of the Treadway Commission).
COSO is an organisation that stems from the private
sector and whose purpose is to promote the improvement of the
quality of financial reporting through the application of business ethics
rules, an effective internal control system and corporate governance
rules.
The ERM model has six components:
• internal environment;
• setting of objectives and risk appetite;
• identification, analysis and control of risks;
• control activities;
• information and internal communication;
• surveillance and monitoring.
Internal environment
The notion of internal environment includes the company’s vision,
integrity, ethical values, personal skills, and the way in which the
Executive Committee assigns authority and responsibilities, organises
and trains its staff, all under the control of the Board of Directors.
At Cofinimmo, the business culture incorporates risk management at
various levels, based on:
• corporate governance rules and the existence of an Audit
Committee, Nomination, Remuneration and Corporate Governance
Committee entirely composed of Independent Directors within the
meaning of Article 526ter of the Company Code, an Internal Auditor,
Risk Manager, Management Controller and Compliance Officer;
• the Executive Committee’s integration of the notion of risk for any
investment, transaction or commitment with a significant impact on
the company’s objectives;
• the existence of a Code of Conduct dealing with conflicts of interest,
professional secrecy, rules governing the buying and selling of
shares, prevention of misuse of corporate funds, acceptance of
business gifts, communication and respect for individuals;
• adherence to task separation principles and the application of rules
regarding delegation of powers clearly established at all levels of
the company;
• the application of strict criteria in relation to management of human
resources, particularly selection, staff recruitment rules, the training
policy, the periodic performance assessment procedure and the
setting of annual targets;
• the monitoring of procedures and the formalisation of processes.
External players are also involved in this risk control environment,
in particular, the Financial Services and Markets Authority (FSMA),
company auditors, legal consultants, independent real estate experts,
banks, the credit rating agency Standard & Poor’s, financial analysts
and shareholders.
REFERENCE CODE
This corporate governance declaration is covered by the provisions of
the Belgian 2009 Corporate Governance Code (“2009 Code”) as well as
the Law of 06.04.2010 amending the Company Code. The Royal Decree
of 06.06.2010 recognised the 2009 Code as the only applicable code.
The Code is available on the website of the Belgian Official Gazette
(Moniteur Belge/Belgisch Staatsblad), as well as on the website
The Board of Directors declares that, to its knowledge, the exer-
cised corporate governance fully complies with the 2009 Corporate
Governance Code.
The company’s Corporate Governance Charter can be viewed on its
website . It was last amended on 24.03.2016.