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Board of Directors
Current composition
According to the general principles relating to the composition of the
Board, as adopted on a proposal by the Nomination, Remuneration
and Corporate Governance Committee, the Board currently comprises
13 Directors, including (i) nine Non-Executive Directors, seven of whom
are independent within the meaning of Article 526ter of the Company
Code, two representing shareholders, and (ii) four Executive Directors
(members of the Executive Committee).
The Directors are appointed for a maximum of four years by the share-
holders at the General Shareholders’ Meeting and may be dismissed in
the same way at any time. They are re-electable.
The independent Directors strictly comply with the independence
criteria set out in Article 526ter of the Belgian Company Code and
Appendix A of the 2009 Corporate Governance Code.
The Board meets a minimum of eight times a year. Exceptional cir-
cumstances may require that the Board hold one or more additional
meetings. During 2015, the Board met on eight occasions.
Before the meeting, each Board member receives the documents
containing the proposals of the Executive Committee on which he/she
must decide. In the event of a vote, decisions are adopted by simple
majority. In the event of a tie, the Chairman has the casting vote.
As part of the Law of 28.07.2011 to ensure gender diversity within
Boards of Directors of listed companies, the Board of Directors exam-
ined the future evolution of its composition. The objective is to achieve
a ratio of at least one-third of the members of the Board whose sex is
different from that of the other members, as provided by this Law.
The Board of Directors established a very concrete action plan
concerning the renewal of the terms of office in order to ensure the
appointment of at least one additional woman to the Board before
the end of 2017. At the next Ordinary General Meeting, the Board of
Directors will propose the appointment of Mrs. Diana Monissen as
independent director within the meaning of Article 526ter of the
Company Code. If approved by the General Meeting, the number of
women on the Board of Directors would increase from three to four. In
accordance with Article 518 bis § 1 of the Company Code, which stipu-
lates that at least one-third of the members of the Board of Directors
must be of a different sex, and that for the application of this provision,
the minimum required number is rounded to the nearest whole number,
the company will therefore be in compliance with the Law (which will
take effect at 01.01.2018).
Furthermore, Cofinimmo directly and indirectly sponsors the activity of
the non-profit organisation Women on Board, which aims to promote
women’s presence on Boards of Directors. Françoise Roels, a member
of Cofinimmo’s Executive Committee, is also one of the founding mem-
bers of this association.
Renewal and appointment of Directors
The Ordinary General Meeting of 13.05.2015 approved the appointment
of (i) Mrs.Kathleen Van den Eynde as Independent Director within the
meaning of Article 526ter of the Company Code and (ii) Mr. Jérôme
Descamps as Executive Director. Their terms of office will run until
08.05.2019. The Ordinary General Meeting of 13.05.2015 also decided to
renew the term of Mr. Xavier Denis as Executive Administrator, whose
term of office will run until 08.05.2019.
Subject to approval by the FSMA, the Board of Directors will propose to
the Ordinary General Shareholders’ Meeting of 11.05.2016:
•
the renewal of the term of office of Mr. Jean-Edouard Carbonnelle as
Executive Director and Member of the Executive Committee, whose
term of office will run until 09.05.2018 if approved;
•
the renewal of the term of office of Mr. Xavier de Walque as
Independent Director, within the meaning of Article 526ter of the
Company Code, whose term of office will run until 13.05.2020 if
approved;
•
the renewal of the term of office of Mr. Christophe Demain as
Independent Director, within the meaning of Article 526ter of the
Company Code, whose term of office will run until 10.05.2017 if
approved;
•
the appointment of Mrs. Diana Monissen as Independent Director,
within the meaning of Article 526ter of the Company Code, whose
term of office will run until 13.05.2020 if approved;
•
the appointment of Mr. Olivier Chapelle as Independent Director,
within the meaning of Article 526ter of the Company Code, whose
term of office will run until 13.05.2020 if approved;
•
the proposal to appoint Mr. Maurice Gauchot as Independent
Director, within the meaning of Article 526ter of the Company Code,
whose term of office will run until 13.05.2020 if approved.
Mr. Chevalier Vincent Doumier, Mr. Gaëtan Hannecart and Mr. Baudouin
Velge carried out three successive terms and, pursuant to arti-
cle 526ter 2° of the Company Code, their office can no longer be
renewed. The Board of Directors warmly thanks them for their contribu-
tion and development of the company.
DECISION-MAKING BODIES
1
The company plans to reduce the number of Directors to 12 in the near future.
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Corporate governance statement /
DECISION-MAKING BODIES