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Acquisition & sale of Cofinimmo
shares (insider trading)
In accordance with the principles and values of the company,
Cofinimmo has inserted in its Code of Conduct the rules (Dealing
Code) to be followed by Directors and Designated Persons wishing to
negotiate financial instruments issued by Cofinimmo and its subsid-
iaries. In particular, this Dealing Code prohibits them from buying and
selling Cofinimmo shares during a period starting the day after each
quarterly closing and the day (included) of the publication of the yearly,
half-yearly or quarterly results. With respect to the implementation of
the Belgian Corporate Governance Code within Cofinimmo, the rules
of the Code of Conduct are in line with the Royal Decree of 05.03.2006
relating to insider trading, the fair presentation of investment recom-
mendations and the indication of conflicts of interest.
Judicial and arbitration procedures
The Executive Committee of Cofinimmo SA/NV declares that there
exists no government intervention, proceeding or arbitration procedure
that may exercise a significant influence, or may have had exercised
such an influence in the recent past, on the financial position or
profitability of the RREC. Similarly, to the knowledge of the Executive
Committee, there are no situations or facts that could give rise to such
government intervention, proceeding or arbitration procedure.
Compliance Officer and risk
management
Françoise Roels, Secretary General & Group Counsel, is the Compliance
Officer of Cofinimmo. Her duties involve ensuring that the Code of
Conduct as well as, more generally, all prevailing laws and regulations
are observed. She also assures the function of Risk Manager within the
Executive Committee, being responsible for identifying and managing
risk events likely to affect the organisation.
Internal Audit
Sophie Wattiaux is in charge of the Internal Audit function. Her duties
involve examining and assessing the smooth running, efficiency and
relevance of the internal control system.
Research and Development
The Cofinimmo Group did not carry out any research and develop-
ment activity during 2015, except for the construction and large-scale
renovation projects which are mentioned in the “Transactions and
performances in 2015” sub-chapter.
Power of representation
Article 17 of the Articles of Association stipulate that the company must
be represented, in all its acts, by two Directors or, within the limits of
the powers conferred to the Executive Committee, by two members of
that committee acting jointly. The following persons may therefore rep-
resent and validly commit the company for all acts and all obligations
with regard to all third parties or authorities, public or private, by the
joint signature of two of them:
•
Mr. Jean Edouard Carbonnelle, Managing Director, Chairman of the
Executive Committee;
•
Mr. Xavier Denis, Executive Director, member of the Executive
Committee;
•
Mr. Jérôme Descamps, Executive Director, member of the Executive
Committee;
•
Mrs. Françoise Roels, Executive Director, member of the Executive
Committee.
A specific delegation of powers is also organised by the Executive
Committee under the notarial act of 23.02.2015, published in the
Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad) of
17.03.2015 under the numbers 45579 and 45580, for the leases,
works, loans, borrowings, credit facilities and collaterals, information
and communication technologies, human resources, tax manage-
ment, hedging operations, fund transfer operations and insurance
operations.
Cofinimmo’s Articles of Association
Extracts from the Cofinimmo articles of association are published on
pages 223 to 227 of this Annual Financial Report. Their most recent
revisions date from the Extraordinary General Meeting of 06.01.2016
and from the Board of Directors’ meetings of 12.01.2015, 14.04.2015,
12.05.2015, 02.07.2015, 06.10.2015, and 12.01.2016.
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Corporate governance statement /
RULES AND PROCEDURES