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This Remuneration Report complies with the provisions of the
Corporate Governance Code 2009 and Article 96§3, point 2 of the
Company Code, as introduced by the Law of 06.04.2010.
Internal Procedures
Non-Executive Directors
The principle of continuity with the past has been maintained. The
policy adopted by shareholders at the Ordinary General Meeting
on 28.04.2006 on the proposal of the Board of Directors and the
Nomination, Remuneration and Corporate Governance Committee
remains applicable.
In 2015, the Nomination, Remuneration and Corporate Governance
Committee carried out a comparison with the remuneration of the
non-executive Directors of other listed Belgian companies of similar
size. The aim was to ensure that the remuneration is always appropri-
ate and in line with market practice taking into account the company’s
size, its financial situation and its position within the Belgian economic
environment, and the level of responsibility assumed by the Directors.
The Board of Directors, on the basis of a recommendation by the
Nomination, Remuneration and Corporate Governance Committee,
decided that the policy adopted by shareholders at the Ordinary
General Meeting on 28.04.2006 may be maintained.
On proposal of the Nomination, Remuneration and Corporate
Governance Committee, the Board of Directors decided to grant a lump
sum of 1,000 EUR to the Non-Executive Directors residing abroad to
travel to participate in a Board and/or Committee meeting. This amount
is intended to cover their travel expenses and the extra time that they
devote to their office in relation to the time that a Director residing in
Belgium devotes. For ease of reference, stated that travel expenses
will continue to be reimbursed upon presentation of proof of these
expenses. This proposal must be subject to approbation by the next
Ordinary general Assembly of Stakeholders.
Members of the Executive Committee
The service contracts concluded (i) in 2007 with the Secretary General
and the current Chief Executive Officer, (ii) in 2011 with the Chief
Operating Officer, and (iii) in 2014 with the Chief Financial Officer, were
applied.
The remuneration of the members of the Executive Committee is
determined by the Board of Directors on the basis of the recommen-
dations of the Nomination, Remuneration and Corporate Governance
Committee. This Committee annually analyses the remuneration
policy applicable to members of the Executive Committee and checks
whether it needs to be changed in order to attract, retain and motivate
them, within reasonable boundaries given the size of the company. The
overall remuneration level as well as the breakdown of its various com-
ponents and their terms and conditions are analysed. This analysis is
accompanied by a comparison with the remuneration policy applicable
to members of the Executive Committee of other listed and unlisted
real-estate companies, as well as other non-real-estate companies of
a similar size.
Other Board members’ experience in this field was also taken into
consideration. In 2013, the Nomination, Remuneration and Corporate
Governance Committee carried out a summary comparison concerning
the overall level of remuneration. According to this analysis, the remu-
neration of the members of the Executive Committee is in line with
market practices.
The Nomination, Remuneration and Corporate Governance Committee
also sees that the target setting procedure determining variable remu-
neration is in line with the company’s risk appetite. The Nomination,
Remuneration and Corporate Governance Committee submit the result
of its analysis and any reasoned recommendations to the Board of
Directors for it to take a decision.
Remuneration of the non-executive Directors
The remuneration of the non-executive Directors is determined by the
General Meeting on the proposal of the Board of Directors and accord-
ing to the recommendation of the Nomination, Remuneration and
Corporate Governance Committee. In accordance with the decision of
the General Meeting of 28.04.2006, the remuneration for 2015 is:
•
firstly, a basic remuneration of 20,000 EUR for membership of the
Board of Directors, 6,250 EUR for membership of a Committee and
12,500 EUR for chairing a Committee;
•
and, secondly, Directors’ attendance fees of 2,500 EUR per session
for participating at the meetings of the Board of Directors, and
700 EUR per session for participating at the meetings of the
Committees of the Board;
The remuneration of the Chairman of the Board is set at 100,000 EUR
per year for all his responsibilities, both on the Board of Directors and
on the Committees of the Board.
The non-executive Directors do not receive remuneration tied to
performance.
In order to align the interest of the non-executive Directors with those
of the shareholders, a mechanism of ownership, by Directors - not
possessing Cofinimmo shares - during their entire term, of a certain
number of shares, has been agreed at the Board of Directors’ meeting
of 24.03.2016. This mechanism consists of awarding part of the
remuneration in company shares. This compensation includes the first
20,000 EUR owed to the new non-executive Director embarking upon a
first term of his/her office or, to incumbent non-executive Directors for
the financial year 2016.
The number of shares will be determined by dividing the amount
of 20,000 EUR by the average ordinary share price of the 30 days
preceeding the General Assembly, which will proceed to nominate the
new non-executive, and by the average ordinary share price of the 30
days preceeding the General Assembly of 11.05.2016 for the incumbent
non-executive Directors. The shares will be registered in the name of
each non-executive Director and will be subject to an unavailability
commitment until the end of the latest term. The allocated dividends
during the unavailability period (starting on January 1
st
of the year of
the General Assembly following the inscription in the register) will be
paid at the same time as for other shareholders. As this unavailability
commitment does not fit with the scope of Article 554 of the Company
Code (it does not concern a variable remuneration, nor a compensation
increase, but a way of payment, which is constraining and restrictive
for the non-executive Directors), there is no reason to submit it for
approval to the General Assembly of Shareholders.
REMUNERATION REPORT DRAWN UP BY THE NOMINATION, REMUNERATION
AND CORPORATE GOVERNANCE COMMITTEE
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