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Governance

Structure and committees

Board of Directors

The Cofinimmo Board comprises 13 Directors - including 9 non-executive Directors, 8 of whom are independent (within the meaning of Article 526ter of the Company Code), and 4 executive Directors (members of the Executive committee).

The Board meets a minimum of 8 times a year.

Its role:

  • Adopt the strategic guidelines for the company
  • 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 are acting independently
  • Deal with all matters linked to its legal responsibilities (including strategy and budget, half-yearly and quarterly accounts, authorised capital, merger or de-merger reports, organisation and appointments).

Executive Committee

The Executive Committee is headed by the Managing Director, who is assisted by 3 Directors. Each Committee member, therefore, has a quite specific area of responsibility. The Committee meets every week and is responsible for the operational management of the company.

Its role:

  • Propose the company strategy to the Board of Directors
  • Execute this strategy, including the decisions to acquire or dispose of buildings or shares of real estate companies
  • Carry out the day-to-day management of the company and report on these matters to the Board of Directors

Audit Committee

The Audit Committee is made up of 3 Directors, all Independent within the meaning of Article 526ter of the Company Code.

Its role:

  • Monitor the process of compiling financial information
  • Monitor the effectiveness of the company's internal control and risk management mechanisms
  • Monitor the internal audit and its effectiveness
  • Monitor the statutory audit of the annual and consolidated accounts, including the questions and recommendations made by the auditor charged with auditing the consolidated accounts
  • Examine and monitor the independence of the auditor charged with auditing the consolidated accounts, in particular concerning the provision of additional services to the company.

External Audit

  • The General Meeting of Shareholders appointed Deloitte, Company auditors certified by the Financial Services and Markets Authority and represented by Mr Bernard de Meulemeester, Auditor, to carry out external audits of Cofinimmo's business. Their role is to certify the annual accounts and review the half-yearly accounts, as for any limited liability company.
  • Cofinimmo being a RREC - a real estate investment trust - the company auditors also prepare special reports at the request of the Financial Services and Markets Authority.

Committee of appointments, remunerations and corporate governance

The Committee of appointments, remunerations and corporate governance is made up of 3 Directors, all independent within the meaning of Article 526ter of the Company Code.

Its role:

  • Issue recommendations for the composition of the Board of Directors and its Committees and for validating the independence of its members
  • Help select, evaluate and appoint members of the Board and of the Executive Committee
  • Help determine the remuneration of members of the Board of Directors and of the Executive Committee
  • Draw up a remuneration report
  • Analyse and prepare recommendations on all matters connected with Corporate Governance