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The Executive
Committee is
responsible for
the company’s
operational
management.
Role of the Nomination, Remuneration and
Corporate Governance Committee
The role of the Nomination, Remuneration and Corporate Governance
Committee is to assist the Board by:
•
issuing recommendations relating to the composition of the Board
of Directors and its Committees and for validating the independence
of its members;
•
helping to select, evaluate and appoint members of the Board and of
the Executive Committee;
•
helping to determine the remuneration of the members of the Board
of Directors and of the Executive Committee;
•
drawing up the remuneration report;
•
analysing and preparing recommendations on all matters relating to
Corporate Governance.
The current composition of the Nomination, Remuneration and
Corporate Governance Committee and the tasks assigned to it
fulfil the conditions imposed by the Law of 06.04.2010, inserting an
Article 526quater in the Company Code. The Nomination, Remuneration
and Corporate Governance Committee’s operating rules can be viewed
in its charter. It can be consulted at
www.cofinimmo.com.
Activity report of the Nomination, Remuneration
and Corporate Governance Committee
During 2015, the Committee met on seven occasions. The main matters
considered were:
Concerning remuneration:
•
review of the remuneration policy for the members of the Executive
Committee including the introduction of a stock bonus plan;
•
the determination of the fees for the Executive Directors in keeping
with the market and the responsibilities that they assume;
•
the company’s remuneration policy;
•
drawing up of the remuneration report;
Concerning the composition of the Board of Directors:
•
the review of “High Potentials” and the succession plan;
•
the action plan for the presence of at least a third of women on the
Board of Directors;
•
the process to search for three new non-executive Directors
with the analysis of the skills present within the Board and those
to be filled. On the basis of this analysis, three specific profiles
were defined and sought: a profile in healthcare real estate in the
Netherlands, a profile in general real estate and a profile in general
management;
•
the proposal to appoint Mr. Jérôme Descamps as Executive Director
and member of the Executive Committee;
•
the proposed renewal of the term of office of Mr. Xavier Denis as
Executive Director and Member of the Executive Committee;
•
the proposal to appoint Mrs. Kathleen Van den Eynde as
Independent Director within the meaning of Article 526ter of the
Company Code;
Concerning its functioning:
•
its own assessment.
Executive Committee
The Executive Committee, in accordance with Article 524bis of the
Company Code, is composed of, apart from its Chairman Mr. Jean-
Edouard Carbonnelle (CEO), three Executive Directors, Mr. Xavier Denis
(COO), Mr. Jérôme Descamps (CFO) and Mrs. Françoise Roels (Secretary
General & Group Counsel).
Each member of the Executive Committee has a specific area of
responsibility. The Committee meets weekly. It is responsible for the
company’s operational management.
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