Languages

Governance

Structure and committees

Board of Directors

The Board of Directors comprises 9 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, 1 non-executive Director representing shareholder Aedifica, and 1 executive Director (member of the Executive Committee representing shareholder Aedifica). 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 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 auditing. The Audit Committee assists the Board of Directors with regard to the independence of the auditor and the auditor's independence 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 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 an 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 4 members. Besides the chairwoman, Mrs Yeliz Bicici (COO), it consists of 3 other members who may or may not be Directors. The Executive Committee 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 collegial body to ensure the effective implementation of organisational strategy. It meets in principle every week, and each member is individually responsible for the operational and functional tasks assigned to them.