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Role of the Board of Directors
The role of the Board of Directors is to:
•
adopt the strategic guidelines for the company, either on its own
initiative or as proposed by the Executive Committee;
•
oversee the quality of management and its compliance with the
chosen strategy;
•
examine the quality of information given to investors and the public;
•
ensure that all the Directors, who are jointly and severally
responsible for the interests of the company and for the
development of Cofinimmo, are acting independently;
•
deal with all matters linked to its legal responsibilities (approval
of the strategy and budget, adoption of the annual, half-yearly
and quarterly accounts, use of the authorised capital, approval
of the merger or demerger reports, convening of the Ordinary and
Extraordinary General Meetings, organisation of the decision-
making bodies and appointment of their members).
Activity report of the Board of Directors
Apart from the recurrent subjects dealt with by the Board, it has in 2015
also taken decisions on various matters, including the following:
•
review of the finance plan;
•
review, examination and selection of guidelines for Cofinimmo’s
strategy, development and diversification;
•
review of the Risk Management reference framework, the Risk
Assessment of the Cofinimmo Group and the various assignments
of the Internal Auditor;
•
analysis and approval of investment, divestment and (re)
development projects;
•
capital increase by public subscription in cash with preferential right
as part of the authorised capital;
•
review of the portfolio plans;
•
opening of an office in France;
•
Tenreuken development project;
•
review of the asset management activity for third parties;
•
acquisition of a portfolio of healthcare real estate in France;
•
sale of the shares of Livingstone II SA/NV;
•
sale of the shares of Silverstone SA/NV;
•
takeover of W34 SA/NV under the regime of Articles 676, 719 et seq.
of the Company Code;
•
proposal to appoint Mrs. Kathleen Van den Eynde as Independent
Director within the meaning of Article 526ter of the Company Code;
•
proposed renewal of the term of office of Mr. Xavier Denis as
Executive Director and Member of the Executive Committee;
•
its own assessment.
Audit Committee
Current composition
The Audit Committee is made up of three Directors, all independent
within the meaning of Article 526ter of the Company Code. They are
Xavier De Walque (Chairman), Chevalier Vincent Doumier and Inès
Reinmann-Toper. The Chairman of the Board of Directors and the
members of the Executive Committee do not form part of the Audit
Committee, but they attend meetings without taking part in votes.
Through their professional experience, the members of the Audit
Committee have the necessary competence in accounting and audit-
ing – both individually and collectively – to guarantee the effective
working of the Committee.
Role of the Audit Committee
The role of the Audit Committee is mainly to examine:
•
the process of compiling financial information;
•
the effectiveness of the company’s internal control and risk
management mechanisms;
•
the internal audit and its effectiveness;
•
the statutory audit of the annual and consolidated accounts,
including the questions and recommendations made by the auditor
charged with auditing the consolidated accounts;
•
the independence of the auditor charged with auditing the
consolidated accounts, in particular concerning the provision of
additional services to the company.
The current composition of the Audit Committee and the tasks
assigned to it are in compliance with the provisions of the Law of
17.12.2008 concerning the creation of an Audit Committee in listed
and financial companies. The Audit Committee’s operating rules are
detailed in the charter of the Audit Committee, which can be viewed on
the website
www.cofinimmo.com.
Activity report of the Audit Committee
During 2015, the Audit Committee met on five occasions. It addressed
matters that fall within its mission as defined in the Audit Committee
Charter and the Law of 17.12.2008, to guarantee the accuracy and
truthfulness of the reporting of Cofinimmo’s annual and half-yearly
accounts, the quality of the internal and external audit and the
information provided to the shareholders. The Audit Committee also
addressed the following points:
•
review of the recommendations made by the auditor concerning
internal audit procedures;
•
assessment of the Cofinimmo Group’s Risk Management framework;
•
review of the interest rate hedging policy;
•
the review of the internal valuation of the portfolio;
•
the review of sources of refinancing;
•
the review of the whistleblowing procedure;
•
the reports of the Internal Auditor’s audit on internal control and
public-private partnerships;
•
its own assessment.
Nomination, Remuneration and
Corporate Governance Committee
Current composition
The Nomination, Remuneration and Corporate Governance Committee
is made up of three Directors, all independent within the meaning
of Article 526ter of the Company Code. These are Gaëtan Hannecart
(Chairman), André Bergen and Baudouin Velge. The members of
the Executive Committee are not members of the Nomination,
Remuneration and Corporate Governance Committee.
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Corporate governance statement /
DECISION-MAKING BODIES