Structure and committees

Board of directors

The board of directors comprises 11 directors, including 4 non-executive directors, 3 non-executive and independent directors within the meaning of Article 7:87 §1 of the CSA and the 2020 Code, 2 non-executive directors representing shareholder Aedifica, and 2 executive directors (members of the executive committee).

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 comprises 3 directors, including 2 non-executive directors and 1 non-executive independent director within the meaning of Article 7:87 §1 of the CSA and the 2020 Code. The director representing shareholder Aedifica attends meetings as an observer. 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 KPMG, Company auditors certified by the FSMA and represented by Mr Jean-François Kupper, 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 nomination, remuneration and corporate governance committee comprises 4 directors, including 2 independent directors within the meaning of Article 7:87 §1 of the CSA and the 2020 Code, and 2 non-executive directors. The director representing shareholder Aedifica attends meetings as an observer. 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.