Structure and committees

Board of directors

The board of directors consists of 12 directors of which 8 are independent non-executive directors within the meaning of Article 7:87 §1 of the CC and Code 2020, 2 non-executive directors and 2 executive directors (members of the executive committee). The board meets at least 8 times a year.

Its role:

• Decides the company's strategic directions
• Actively oversees the quality of management and its compliance with the strategy
• Examines the quality of the information given to investors and the public
• Incorporates the risks and opportunities associated with climate change into the global strategy
• Provides the company's entrepreneurial leadership

Audit committee

The audit committee consists of 3 independent non-executive directors within the meaning of Article 7:87 §1 of the Companies Code and Code 2020, and 1 non-executive director. The members of this committee have a collective competence in the company's sector of activity. At least 1 member is competent in accounting and audit. The audit committee assists the board of directors with regard to the independence of the auditor and to the independence of the auditor regarding:

• the process of preparing financial and non-financial information
• the effectiveness of the company's internal control and risk management mechanisms
• the internal audit and its effectiveness
• the legal audit of the annual and consolidated accounts 

External Audit

• The general meeting of shareholders appointed Deloitte, Company auditors certified by the FSMA and represented by Mr Rik Neckebroeck, 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 the company auditors also prepare special reports at the request of the Financial Services and Markets Authority (FSMA).

Nomination, remuneration and corporate governance committee

The Appointments, Remuneration and Corporate Governance Committee consists of 3 independent directors within the meaning of Article 7:87 §1 of the Companies Code and the 2020 Code. This committee advises and assists the board of directors on all issues relating to:

• the composition of the board of directors, its committees and the executive committee
• the selection, evaluation and appointment of the members of the board of directors and the executive committee
• the remuneration policy for the members of the board of directors and the executive committee
• corporate governance

Executive committee

The executive committee consists of 6 members. Besides the chairman, Jean-Pierre Hanin (managing director - CEO), it consists of five other members who may or may not be directors. The CEO is responsible for the company's day-to-day management and has been given special powers by the board of directors. The executive committee acts as a collective body to support the managing director in exercising his mandate, helping to enrich the decision-making process and ensure the effective implementation of organisational strategy. The executive committee meets in principle every week, and each member is individually responsible for the operational and functional tasks assigned to him by the managing director, under the latter's direction.

Its role:

• to support the CEO in fulfilling his duties ;
• to propose the company's strategy, including sustainability strategy, to the CEO and to implement the strategy adopted by the board of directors, under the CEO's direction ;
• to support the CEO in investment and divestment policies ;
• to support the CEO in appropriate risk management policies ;
• to provide in-depth analyses and recommendations to the CEO and support him in the day-to-day operational, financial, and administrative management of the company.