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Setting of objectives and risk appetite

The strategy is determined annually by the Board of Directors on the

basis of a proposal of the Executive Committee. It is then translated

into operating, compliance and reporting objectives. These apply at all

of the company’s operating levels, from the most global level to imple-

mentation in functional units.

A budget, which constitutes the figures for the company’s objectives,

is drawn up annually and checked every quarter. It includes both fore-

cast revenue items, such as rents for the year, and also costs linked

to the management and development of real estate assets as well as

financial costs linked to the business financing structure. The budget

is approved by the Executive Committee and then submitted to the

Board of Directors, which then approves it.

Identification, analysis and control of

risks

This point includes the identification of risky events, their analysis and

the measures chosen to respond to them in an efficient manner.

An in-depth overall risk analysis of the company is carried out peri-

odically in collaboration with all levels of the organisation, each for

its respective area of competence. This analysis is carried out on

the basis of the strategic choices and the legal and environmental

constraints under which the company operates. It begins with an iden-

tification of possible risk events, their probability of occurrence and

their impact on objectives viewed from different angles: financial, legal,

operational, counterparty, property assets and reputation. The analy-

sis formalised in a document presented and discussed at an Executive

Committee meeting and updated throughout the year according to

the evolution of activities and new commitments made taking into

account the lessons of the past. Once a year, it is also submitted to the

Audit Committee, which will use it, among other things, to decide on

what audit assignments are to be assigned to the Internal Auditor.

Furthermore, each major project undergoes an analysis of specific

risks according to an organised framework, improving the quality of

information in the decision-making process.

Control activities

Controls are carried out in the various departments of Cofinimmo in

response to the risks identified:

at a financial level: the difference between the estimated budget

and the realised result are reviewed quarterly by the Executive

Committee, the Audit Committee and the Board of Directors;

at a credit risk level: the solvency of the most important clients, i.e.

those that do not have a financial rating, is analysed annually by

the financial department. Moreover, the amounts and validity of the

rental guarantees established by all tenants are checked quarterly

by the operational teams;

at a rental level: half-yearly analysis of rental vacancy, lease terms

and risks and opportunities in terms of rental revenue;

at an accounting level: the use of an ERP (Enterprise Resource

Planning, an integrated management software), i.e. SAP, includes

a number of automatic checks. SAP includes all the accounting

and financial aspects, as well as all aspects linked to the real

estate business (i.e. monitoring of rental contracts, rent invoices,

statements of charges, orders, purchases, financial follow-up of

works, etc.);

at treasury level: the use of different sources of financing and banks

and the spreading of maturities limits the refinancing concentration

risk;

the risk linked to the interest rate is limited by the application of

a hedging policy for a minimum of 50% of the notional amount

borrowed on a sliding scale of minimum three years;

the use of a treasury software facilitates the day-to-day follow-up of

cash flow positions and cash-pooling operations;

the dual signature principle is applied within the limits of delegations

of power regarding any commitment in respect of a third party,

whether this involves asset acquisition, rental transactions, orders

of any type, approvals of invoices and payments;

the use of a workflow software in the different stages of the sales

business (rental activity), stepping up controls at the process’ key

stages;

the register and movements of COFB, COFP1 and COFP2 registered

shares is recorded in a secure IT application (the Capitrack

programme), developed and supplied by Belgium’s central

depository Euroclear.

Information and internal

communication

Information and communication between the various levels of the

company are based on work meetings and on reporting:

the Management Report, drawn up quarterly by the Consolidation

& Reporting entity, details the situation of the income statement,

the key performance indicators, the acquisitions/sales situation

and their impact on the results. It also includes an inventory of

assets, project progress and cash-flow positions. It is distributed

to management, heads of department and key individuals. It

is discussed in detail by the Executive Committee, the Audit

Committee and the Board of Directors;

similarly, each department periodically draws up specific reports

regarding its own activities;

the Executive Committee, composed of the four members of the

Executive Committee and the heads of the operational departments,

meets every week to discuss property investments and

divestments, constructions and rentals;

the Executive Committee also meets weekly. It systematically

reviews the important points of the company’s operations and

business (investments/divestments, cash flow, staff, etc.).

Minutes are drawn up for each meeting with, if necessary, an action

plan for the implementation of the decisions taken at the meeting.

110

Corporate governance statement /

INTERNAL AUDIT AND RISK MANAGEMENT