IMMOBEL. Limited liability company making a public call for savings Regentschapsstraat Brussels TVA BE

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1 IMMOBEL Limited liability company making a public call for savings Regentschapsstraat Brussels TVA BE RPM Brussels CORPORATE GOVERNANCE CHARTER 1 The structure of shareholding and control Identity of the main shareholders Other direct and indirect relationships between the Company and its main shareholders Communication with shareholders and potential shareholders General shareholders meetings Companies with one or more controlling shareholders Shareholders The Board of Directors Competences Composition General Non-executive Directors and independent Directors Chairman of the Board of Directors Secretary Functioning Meetings of the Board of Directors Access to advisors Conduct of the Directors The Committees set up by the Board of Directors General Audit & Finance Committee Competences Composition Functioning Minutes Investment Committee Competences Composition Functioning Minutes Remuneration Committee

2 3.4.1 Competences Composition Functioning Minutes Nomination Committee Competences Composition Functioning Minutes The Executive Management The Executive Chairman The CEO Competences Nomination Executive Committee Competences Composition Functioning Management Team Annexes Annex 1 Organisational chart of the Company Annex 2 Remuneration policy and evaluation of the performances Annex 3 Good Behaviour Code Annex 4 Business Opportunities Annex 5 Summary of the Dealing and Disclosure Code

3 of IMMOBEL Introduction IMMOBEL and all of its subsidiaries form a group (the Group ) that is mainly active in Belgium, in the Grand Duchy of Luxembourg, in Poland and in France. IMMOBEL (the Company ) is a limited liability company pursuant to Belgian law. In addition to complying with the applicable laws and regulations, the board of Directors of the Company (the Board of Directors ) sets itself high standards of corporate governance. In this framework, the Company has decided to adopt the Belgian Code on Corporate Governance 2009 (the Code ) as its reference code and to comply with it, except with regard to the following and subject to changes: the Chairman (as defined in section 2.2.3) shall not only be a member of the Board of Directors, but also of the Executive Management (in this capacity, he is referred to as the Executive Chairman, as defined in section 4.1). By doing so, the Company deviates from the recommendation in provision 1.5 of the Code. Such deviation is explained by the fact that following the merger of the Company and Allfin, the groups must be integrated and the Board of Directors has taken the view (i) that a close cooperation between the CEO of Allfin and the CEO of the Company is the best way to ensure a smooth and efficient integration of both groups and a sustainable long term operation of the merged entity and (ii) that it is in the Company s interest to fully leverage Mr Galle s experience and know how in the field of development ; and the Nomination Committee (as defined in section 3.5) shall be chaired by the Executive Chairman. By doing so, the Company deviates from the recommendation in provision 5.3./2 of Annex D to the Code. Such deviation is explained by the fact that Mr Galle has an extensive network and is considered as most fit to chair the Nomination Committee. The Board of Directors has drawn up this corporate governance charter (the Charter ), which is intended to be the reference document of the Company in these matters. The Charter covers the following areas: the structure of Shareholding and Control; the Board of Directors; the Committees set up by the Board of Directors; and the Executive Management. In addition, the following subjects are annexed to this Charter: annex 1 Organisational chart of the Company; annex 2 Remuneration policy and evaluation of the performances; annex 3 Good Behaviour Code; 3

4 annex 4 Business Opportunities; and annex 5 Summary of the Dealing and Disclosure Code. Factual information relating to the governance of the Company will complete the Charter upon publication of the annual report. These publications are available on the website of the Company ( The Board of Directors approved this Charter on September 28 th 2016, and updated it for the last time by virtue of a decision of May 23 th Values The Company takes the following five values into consideration: professionalism; loyalty; ambition; team spirit; and respect. These are simple but familiar values, which have always been at the heart of the Company s activities. These values are, in a certain sense, the common thread binding the various projects undertaken by the Group. Professionalism Acting with competence, rigour and efficiency in order to guarantee the quality and reliability of the performances. Loyalty Showing loyalty to commitments made and promoting the image of the Company. Ambition Confirming its position as a market leader in terms of the quality of its projects, ethics, innovation and performances, with a view to ensure a long term and profitable development of the Company. Team spirit Favouring the sharing of knowledge and experience through solidarity, complementarity and the quality of human relations. Respect Incorporating the interests of society and the environment in daily operations and showing respect, fairness and a willingness to listen to all interlocutors. 4

5 1 The structure of shareholding and control 1.1 Identity of the main shareholders The Company has determined, among others based on the transparency declarations received, the following main shareholders: (at 11 June 2018) Number of shares issued by the Company Number of shares 9,997,356 Known shareholders (according to information received by the Company) A³ Capital NV+A³ Management BVBA 1 5,875,369 IMMOBEL NV (own shares) 1,190,398 Capfi Delen Asset Management NV 2 412,196 Total of known shareholders 7,477,963 A³ Capital NV and A³ Management BVBA are being controlled by Mr Marnix Galle. There are no special voting rights and, to the extent known by the Company, no shareholder agreements. 1.2 Other direct and indirect relationships between the Company and its main shareholders None. 1.3 Communication with shareholders and potential shareholders The Company promotes an effective dialogue with the shareholders and the potential shareholders. To ensure rapid communication and equal treatment of all shareholders, the Company ensures that all necessary facilities and information are available to enable the shareholders to exercise their rights. 1.4 General shareholders meetings The Company encourages the shareholders to participate in the general shareholders meetings. The general shareholders meetings are used to communicate with the shareholders. Those shareholders who are not present are enabled to vote in absentia, for example via proxy voting. The Company makes the relevant information accessible through its website before the general shareholders meeting. 1 The registered offices of A³ Capital NV and A³ Management BVBA are located at Quai des Péniches 52, 1000 Brussels. 2 The registered office of Capfi Delen Asset Management NV is located at Jan Van Rijswijcklaan 178, 2020 Antwerp. 5

6 The level of shareholding for the submissions of proposals by a shareholder to the general shareholders meeting is 3% of the share capital. The formalities for attending the shareholders meetings are set out in Article 28 of the articles of association of the Company (the Articles of Association ). The Chairman leads the general shareholders meeting and takes the necessary measures to ensure that all relevant shareholders questions are answered. The Company posts the results of votes and the minutes of the general shareholders meeting on its website as soon as possible after the meeting. 1.5 Companies with one or more controlling shareholders The Board of Directors encourages the controlling shareholder(s) to respect the Code. 1.6 Shareholders The Board of Directors takes the necessary measures to encourage all the shareholders to play an important role in carefully evaluating the Company s corporate governance. The Board of Directors endeavours to ensure that institutional and other shareholders weigh up all relevant factors drawn to their attention. 2 The Board of Directors 2.1 Competences The Board of Directors is the ultimate decision-making body of the Company, except in those areas reserved for shareholders pursuant to either company law or the Articles of Association. The role of the Board of Directors is to pursue the long-term success of the Company by guaranteeing enterpreneural leadership and by assessing and managing the risks. The Board of Directors decides on the values and strategy of the Company, on the Company s risk appetite and the Company s key policies. The Board of Directors ensures that the necessary leadership, the financial and human resources are available for the Company to meet its objectives. Upon determining the values and strategies in the key policies, the Board of Directors considers corporate social responsibility, gender diversity and diversity in general. With regard to its responsibilities for supervising, the Board of Directors must: evaluate the performance of the Executive Committee (as defined in section 4.3) and the realisation of the Company s strategy; monitor and assess the effectiveness of the Board of Directors Committees; 6

7 take all necessary measures to ensure the integrity and timely disclosure of the Company s financial statements and other material, financial or non-financial, information disclosed to the shareholders and potential shareholders; approve a framework of internal control and risk management set up by the Executive Management; assess the implementation of this framework, taking into account the assessment of the Audit & Finance Committee (as defined in section 3.2); supervise the performance of the external auditor of the Company (the External Auditor ) and the internal audit function, taking into account the review made by the Audit & Finance Committee; and describe and disclose in the corporate governance statement, the main features of the Company s internal control and risk management systems. The Board of Directors submits its proposals on the appointment or reappointment of Directors to the shareholders, supported by a recommendation of the Nomination Committee. The Board of Directors decides on the structure of the Executive Management and determines the powers and duties entrusted to the Executive Chairman, to the CEO and to the Executive Committee. The Chairman establishes a close relationship with the CEO (as defined in section 4.22) and provides him/her support and advice, while fully respecting the executive responsibilities of the CEO. The Board of Directors ensures that its obligations towards all shareholders are clear and that they are being met. The Board of Directors is accountable to the shareholders for the execution of its responsibilities. The Board of Directors has the authority and the obligation to dedicate adequate, necessary and proportionate resources to perform its functions and assumes, in respect of the Company, the collective responsibility for exercising its authority and powers sensibly. 2.2 Composition The composition of the Board of Directors ensures that its decisions are made in the corporate interest. For this purpose, attention will be paid to gender diversity, and diversity in general, as well as complementary skills, experience and knowledge. The provisions of Article 518bis of the Belgian Companies Code will be complied with. Prior to each new appointment to the Board of Directors, an evaluation takes place on the skills, knowledge and experience that are already present within the Board of Directors and those which are needed. 7

8 2.2.1 General According to the Articles of Association, the Board of Directors must have a minimum of five members. The actual number may vary in accordance with the Company s needs. Mandates are fixed for a period of maximum four years but can be renewed. Each Director is proposed based on his/her personal knowledge and/or experience in order to ensure that the Board of Directors has at its disposal all the competences and qualifications it needs in order to assume its responsibilities. Each Director must have the availability needed to carry out his/her obligations Non-executive Directors and independent Directors At least 50 per cent of the Directors are non-executive and at least three Directors are independent according to the criteria set out in Article 526ter of the Belgian Companies Code and the Code. Each independent Director who no longer satisfies the criteria for indepence as determined by the Board of Directors must immediately inform the Board of Directors thereof. Taking the above into account, every Director or candidate Director will provide the Chairman the information required in order to make it possible to verify that the criteria for independence are satisfied, whether at the time of his/her appointment or before any major change that may occur, that could impact his/her capacity to comply with these criteria Chairman of the Board of Directors The Board of Directors elects a chairman (the Chairman ) from among its members. The Board of Directors appoints its Chairman on the basis of his/her knowledge, skills, experience and mediation strength. The Chairman leads the Board of Directors. He/she takes the necessary measures to develop a climate of trust within the Board of Directors which contributes to open discussions, constructive criticism and support for the Board of Directors decisions. The Chairman will, if necessary with the support of the Committees set up by the Board of Directors, assume the leading role in all initiatives aimed at ensuring that the Board of Directors functions effectively in accordance with this Charter. The Chairman promotes effective interaction between the Board of Directors and the Executive Management. The Chairman shall, in particular, maintain close relationships with the Executive Management and provide the link between the management level and the executive level. The Board of Directors may also entrust the Chairman with other specific powers. In that case, the Chairman will also belong to the Executive Management and the provisions of paragraph 4 will also apply to him/her. 8

9 The Chairman sets after consultation with the CEO the agenda of the board meetings, and ensures that procedures relating to prepatory work, deliberations, passing of resolutions and implementation of decisions are properly followed. The minutes of the meeting should provide a summary of the discussions, specify any decisions taken and state any reservations voiced by Directors. The Chairman is responsible for ensuring that the Directors receive accurate, timely and clear information before the meetings and, where necessary, between meetings. The Chairman ensures that all Directors can make a knowledgeable and informed contribution to discussions in the Board of Directors and that there is sufficient time for consideration and discussion before deciding. The Chairman ensures that the newly appointed Directors and the members of the specific Committees receive, when necessary and upon their request, an appropriate training to ensure their effective contribution to the Board of Directors and the different Committees Secretary The Board of Directors appoints a company secretary (the Secretary ) to advise the Board of Directors on all governance matters. The Secretary will furthermore assist and advise the Chairman, the chairmen of the Committees set up by the Board of Directors and all Directors in the exercise of their duties and obligations. The principal tasks of the Secretary include: reporting regularly to the Board of Directors, under the direction of the Chairman, on how the procedures, rules and regulations of the Board of Directors are being followed and complied with; ensuring, under the direction of the Chairman, a good information flow within the Board of Directors and its Committees and between the Executive Comittee and the non-executive Directors; and facilitating the initial training and assisting to the professional development within the Board of Directors. Each Director has direct access to the Secretary. 2.3 Functioning Meetings of the Board of Directors The Board of Directors meets sufficiently regularly to fulfill its duties effectively. Directors are expected to spend sufficient time on the performance of their mandate. 9

10 According to the Articles of Assocation, at least 50 per cent of the Directors must be present or represented to validly deliberate. Each Director may be represented by another Director based on a signed proxy, communicated by post, fax or electronically. No Director may exercise more than two proxies. A simple majority of the cast votes takes decisions of the Board of Directors. To the extent permitted by law, the Board of Directors may take decisions without meeting physically, based on the unanimous written agreement of its members. This procedure can only be used in circumstances dictating the urgency of the issue and the interests of the Company. The Board of Directors can be held via conference call or any other communications medium. Each meeting of the Board of Directors is recorded in minutes. The non-executive Directors regularly evaluate their interaction with the Executive Comittee. For that purpose they discuss this at least once a year without the CEO and the other executive Directors being present Access to advisors Directors have individual access to independent professional advice at the Company s expense, if they consider this necessary in order to carry out their responsibilities as Directors, and following consultation with the Chairman Conduct of the Directors Independence of judgement is required in the decisions of all Directors, executive and non-executive alike, whether the non-executive Directors are independent or not. Directors ensure that they receive detailed and accurate information which they should study carefully in order to acquire and maintain a clear understanding of the key issues relevant to the Company s business. They should seek clarification whenever they deem it necessary. Directors cannot use the information obtained in their capacity as Director for purposes other than for the exercise of their mandate. Each Director arranges his/her personal and business affairs to avoid direct and indirect conflicts of interest with the Company. Transactions between the Company and its Directors should take place at arms length. The procedure described in Annex 4 will be applied to all business opportunities presented to the Board of Directors which could possibly lead to a conflict of interest. 10

11 Any Director with a conflicting financial interest (as set forth in Article 523 of the Belgian Companies Code) on any matter before the Board of Directors must bring it to the attention of both the External Auditor and fellow Directors, and take no part in any deliberation or voting related thereto. Any conflict of interest shall be disclosed in accordance with the relevant legal provisions. In addition to the provisions of this title, the Directors will also comply with the Good Behaviour Code as set out in Annex 3 and the Dealing and Disclosure Code of which the most important principles are set out in Annex 5. 3 The Committees set up by the Board of Directors 3.1 General The Board of Directors is assisted by four Committees: the Audit & Finance Committee, the Investment Committee, the Remuneration Committee and the Nomination Committee. The Board of Directors can set up additional Committees in the event the Board of Directors deems this appropriate. The Chairman ensures that the Board of Directors appoints the Committee members and a chairman for each Committee. Each Committee is composed of at least three members. The term of membership of a Committee should not exceed the term of membership of the Board of Directors. The appointment of the members of the Committees is based on (i) their specific competences and experience, in addition to the general competency required for members of the Board of Directors and on (ii) the requirement that each Committee has the competency and experience required to accomplish its goals. Committees of the Board of Directors are entitled to seek external professional advice at the Company s expence after informing the Chairman of the Board. After each Committee meeting, the Board of Directors receives a report from each Committee on its findings and recommendations. Each Committee shall regularly revise its task description and its own effectiveness and recommend any necessary changes to the Board of Directors. 3.2 Audit & Finance Committee Competences In accordance with Article 24 of the Articles of Association, the Board of Directors sets up an Audit Committee (the Audit & Finance Committee ). 11

12 Without prejudice to the legal responsibilities of the Board of Directors, the Audit & Finance Committee shall have at least the following roles: monitoring the statutory audit of the annual and consolidated accounts, including following up on any questions and recommendations made by the External Auditor; monitoring the financial reporting process; monitoring the effectiveness of the Company s internal control and risk management systems; if there is an internal audit, monitoring the internal audit and its effectiveness; and reviewing and monitoring the independence of the External Auditor, regarding the provision of additional services to the Company (Article 526bis of the Belgian Companies Code) Composition The Audit & Finance Committee has at least three members, which are all nonexecutive Directors and of which a majority are independent Directors. All the Members must, as a whole, have the competence relevant to the sector in which IMMOBEL is operating, and at least one member is competent in accounting and auditing matters. The Chairman of the Audit & Finance Committee is appointed by the Committee itself and may not be the Chairman of the Board. The Board of Directors ensures that the Audit & Finance Committee has sufficient relevant expertise to fulfill its role effectively, notably in accounting, audit and financial matters Functioning The Audit & Finance Committee meets four times a year at the request of its chairman. At least twice a year, the Audit & Finance Committee meets the External Auditor and the internal auditor to discuss matters relating to its terms of reference and any concerns arising from the audit process, and in particular any material weaknesses in the internal control. The Audit & Finance Committee decides whether, and if so when, the CEO (or senior employees responsible for finance, accounting and treasury matters), the internal auditor and the External Auditor should attend its meetings. The Audit & Finance Committee is entitled to meet with any relevant person without any member of the Executive Comittee being present. 12

13 In addition to maintaining an effective working relationship with the Executive Management, the internal auditor and the External Auditor are guaranteed free access to the Board of Directors. To this effect, the Audit & Finance Committee acts as the principal point of contact for the internal auditor and the External Auditor. The External Auditor and the head of the internal audit team should have direct and unrestricted access to the Chairman of the Audit & Finance Committee and the Chairman of the Board. The Audit & Finance Committee shall report regularly to the Board of Directors on the exercise of its duties, and at least when the Board of Directors prepares the annual accounts, the consolidated accounts, and, where applicable, the condensed financial statements intended for publication (Article 526bis of the Belgian Companies Code). When reporting on its duties, the Audit & Finance Committee should identify any matters in respect of which it considers that action or improvement is needed, and make recommendations about the steps to be taken. The recommendations of the Audit & Finance Committee are made on the basis of a simple majority of members present or represented Minutes The minutes of the meetings of the Audit & Finance Committee are kept at the secretarial office of the Company and are at the disposal of the members of the Audit & Finance Committee as well as of the Directors. 3.3 Investment Committee Competences The investment Committee (the Investment Committee ) is a Committee that is set up by the Board of Directors. Its members are the Board of Directors specialists in real estate. The task of the Investment Committee consists of: formulating the objectives, policies and strategies of the Company s real estate investments; and monitoring ongoing projects when these projects entail a substantial part of the Company s portfolio and when Executive Management has flagged a project as considerably deviating from its original business plan. 13

14 The Board of Directors convenes in principle four times a year which does not allow investment decisions-making in line with industry s expectations. The Board of Directors therefore delegates purchasing powers to the Executive Committee for all investments up to MEUR 40 per project, including acquisition price and total development costs (including e.g. construction costs, financing costs, fees and taxes) based on the proposed feasibilities, taking into account the Company s share in case of a project in partnership. This means that the Executive Committee can, at its discretion, purchase property or similar rights for projects, the total cost of which amounting up to MEUR 40 without prior consent of the Investment Committee or the Board of Directors. Both the Investment Committee and the Board of Directors will ratify the purchase decision at their first subsequent meeting. The Board of Directors further delegates purchasing powers to the Investment Committee for all investments up to MEUR 140, including acquisition price and total development costs (including e.g. construction costs, financing costs, fees and taxes), taking into account the Company s share in case of a project in partnership. This means that the Investment Committee can, at its discretion, mandate the Executive Committee to purchase property or similar rights for projects, the total cost of which not exceeding up to MEUR 140 per project without prior consent of the Board of Directors. The Board of Directors will ratify the purchase decision at is first subsequent meeting. All investment processes must be based on extensive research, including a feasibility survey. Each quarter, the chairman of the Investment Committee provides the members of this Committee with a report on the progress related to the acquisition of each new investment project of the Company. To the extent required, the latest report of the Chairman is updated at the next meeting of Investment Committee. In order to perform its duties, the Investment Committee has unrestricted access to all information available within the Company as well as the right to consult with any member of the Executive Committee and the Management Team. It has the resources that it considers necessary to complete its tasks Composition The Investment Committee consists of at least four Directors, including the Executive Chairman and the CEO. Members of the Investment Committee are appointed by the Board of Directors for a maximum duration of four years. The CEO is the Chairman of the Investment Committee. 14

15 3.3.3 Functioning The Investment Committee meets at least once per quarter at the request of its chairman or two of its members, who can also call a meeting whenever they consider this to be necessary. There is a quorum for any meeting of the Investment Committee when most its members is present or represented at that meeting. Decisions are taken based on a simple majority of members present or represented. The meetings of the Investment Committee can be held by conference call or any other communications medium Minutes The minutes of the meetings of the Investment Committee are kept at the secretarial office of the Company and are at the disposal of the members of the Investment Committee as well as of the Directors. 3.4 Remuneration Committee Competences In accordance with Article 25 of the Articles of Association, the Board of Directors sets up a remuneration Committee (the Remuneration Committee ). The task of the Remuneration Committee consists of: making proposals to the Board of Directors on: - the remuneration policy for non-executive Directors and members of the Executive Committee, as well as, where appropriate, on the resulting proposals to be submitted by the Board of Directors to the shareholders; - the remuneration of Directors and members of the Executive Committee, including variable remuneration and long-term incentives, whether or not stock-related, in the form of stock options or other financial instruments, and regarding the arrangements on early termination, and where applicable, on the resulting proposals to be submitted by the Board of Directors to the shareholders. submitting a remuneration report to the Board of Directors; and explaining this report during the annual general shareholders meeting Composition The Remuneration Committee consists of only non-executive Directors. At least a majority of them are independent Directors which have the necessary expertise in remuneration policy. A non-executive Director chairs the Remuneration Committee. 15

16 3.4.3 Functioning The Remuneration Committee meets at least twice per year at the request of its chairman and at the latest on the day of the meeting of the Board of Directors preparing the annual accounts. A quorum is constituted when a majority of its members is present or represented at that meeting. The chairman of the Remuneration Committee or two of its members may call a meeting whenever they consider this to be necessary. Recommendations are made based on a simple majority of the members present or represented. The Remuneration Committee should report regularly to the Board of Directors on the exercise of its duties Minutes The minutes of the meetings of the Remuneration Committee are kept at the secretarial office of the Company and are at the disposal of the members of the Remuneration Committee as well as of the Directors. 3.5 Nomination Committee Competences The nomination Committee (the Nomination Committee ) makes recommendations to the Board of Directors about the appointment of the Directors, the CEO and the other members of the Executive Committee. The task of the Nomination Committee consists of: drafting appointment procedures for members of the Board of Directors, the CEO and the other members of the Executive Committee; periodically assessing the size and composition of the Board of Directors and making recommendations to the Board of Directors with regard to any changes; identifying and nominating, for the approval of the Board of Directors, candidates to fill vacancies as they arise; ensuring that the appointment and re-election process is organised objectively and professionally; advising on proposals for appointment originating from shareholders; and properly considering issues related to succession planning. 16

17 3.5.2 Composition The Nomination Committee consists of a majority of independent non-executive Directors. The Chairman of the Board chairs the Committee. The Chairman can be involved but should not chair the Nomination Committee when dealing with the appointment of his successor Functioning The Nomination Committee meets at least twice per year at the request of its chairman. A quorum is constituted when a majority of its members is present or represented at that meeting. The chairman of the Nomination Committee or two of its members may call a meeting whenever they consider this to be necessary. Recommendations are made based on a simple majority of the members present or represented. The Nomination Committee should report regularly to the Board of Directors on the exercise of its duties Minutes The minutes of the meetings of the Nomination Committee are kept at the secretarial office of the Company and are at the disposal of the members of the Nomination Committee as well as of the Directors. 4 The Executive Management The Board of Directors grants the Executive Chairman, the CEO and the Executive Committee with sufficient powers to enable them to perform their responsibilities and duties. They should have sufficient freedom to propose and implement a corporate strategy its risk appetite and key policies taking into account the Company's values. The Executive Chairman and the CEO work together as a team. In case of disagreement between the Executive Chairman and the CEO, the matter shall be referred to the Board of Directors for consultation. 4.1 Executive Chairman The Board of Directors will delegate certain executive powers to the Chairman, provided that such delegation does not relate to the business strategy of the Company or to all actions that are reserved to the Board of Directors based on the Belgian Companies Code (in that capacity, the Executive Chairman ). 17

18 In addition to his governance role as Chairman of the Board of Directors as described in section above, the Executive Chairman has been charged with the task to lead and supervise (i) the establishment of a Real Estate Development strategy within the guidelines defined by the Board of Directors and (ii) together with the CEO, the Development department, the Technical department and the Communication & Marketing department. 4.2 CEO Competences The Chief Executive Officer of the Company (the CEO ) is the day-to-day manager of the Group. In that capacity: he is, together with the Executive Chairman, the main spokesperson for the Company vis-à-vis the outside world; he considers, defines and submits, together with the Executive Chairman, to the Board of Directors the proposals and strategic choices that could contribute to the Company s development; he chairs the meetings of the Executive Committee and the Management Team. He submits to the Board of Directors the proposals relating to the composition and powers of the Executive Committee and the Management Team. He assumes, together with the Executive Chairman, responsibility visà-vis the Board of Directors for the exercising of his delegated powers by the Executive Committee and the Management Team; and he sets, together with the Executive Chairman, the objectives of the members of the Executive Committee and the Management Team, assesses their performance and makes proposals concerning their remuneration. He actively contributes to the exercising by the Board of Directors and the Chairman of their responsibilities and to this end: he maintains a continuous interaction and dialogue with the Board of Directors, in a climate of respect, confidence and sincerity; he submits proposals to the Board of Directors or its Committees, for which he assumes final responsibility, in areas reserved for them; he provides the Board of Directors with useful information for exercising its powers and informs the Board of Directors regularly of the main initiatives and decisions taken by the Executive Committee, the Management Team or himself in performing their respective functions; and he is in regular contact with the Executive Chairman and investigates together, with him/her each matter and specifically files which need to be put on the agenda of the meetings of the Board of Directors. 18

19 4.2.2 Nomination The Board of Directors chooses the CEO from among its members, taking into account the recommendation of the Nomination Committee. The CEO will also carry the title of Managing Director. The CEO reports to the Board of Directors on the exercise of his/her duties. 4.3 Executive Committee Competences The Board of Directors defines the responsibilities of the Executive Committee on the basis of the proposal of the Executive Chairman and the CEO (the Executive Committee ). The Executive Committee will primarily: consider, define and prepare, under the leadership of the Executive Chairman and the CEO, proposals and strategic options that could contribute to the Company s development. This responsibility covers (i) strategic planning, including the analysis of strategies, activity plans and budgets submitted by the Company s departments; and (ii) drawing up the business plan and budgets of the Company for proposal, discussion and approval by the Board of Directors; monitor the developments of the Company by analyzing the compliance of the feasibility, the deadlines and the quality of the projects while making sure to maintain or improve quality standards of the Group; present to the Board of Directors a complete, timely, reliable and accurate preparation of the Company s financial statements, in accordance with the applicable accounting standards and policies of the Company; prepare the Company s required disclosure of the annual accounts and other material, financial and non-financial, information; propose the financial strategy to the Board of Directors; monitor the performance of the Company s departments in line with their strategic objectives, business plans and budgets; and draw up and implement the Company s policies which the Executive Chairman and the CEO consider to fall within the competence of the Executive Committee Composition The Executive Committee of the Company is composed of the Executive Chairman, the CEO and of the Members of the Executive Committee (as mentioned on the website of the Company). 19

20 4.3.3 Functioning The meetings of the Executive Committee can be held by telephone conference or any other means of communication. The Executive Committee is responsible vis-à-vis the Board of Directors and reports on the execution of its responsibilities. 4.4 Management Team The Executive Chairman and the CEO may establish a Committee that will assist them in the practical implementation of the executive powers (the "Management Team"). The creation of this Committee is approved by the Board of Directors. The Executive Chairman and the CEO determine the assignment of the Management Team, its composition and its responsibilities. The Management Team is accountable for the exercise of its powers vis-à-vis the Executive Chairman and the CEO. 20

21 Annexes Annex 1: Annex 2: Annex 3: Annex 4: Annex 5: Organisational chart of the Company Remuneration policy and evaluation of the performances Good Behaviour Code Business Opportunities Summary of the Dealing and Disclosure Code 21

22 Annex 1 Organisational chart of the Company BoD Chairman (executive / non-executive mandate) CEO Audit & Finance Committee Nomination Committee Remuneration Committee Investment Committee Executive Committee 22

23 Annex 2 Remuneration policy and evaluation of the performances 1 Remuneration The Board of Directors determines the remuneration of the Directors and the Executive Committee in accordance with the provisions of the Belgian Companies Code and the Code, while respecting the prerogatives of the general shareholders' meeting. With regard to the remuneration of the non-executive Directors and the members of the Executive Committee, the Remuneration Committee makes detailed proposals to the Board of Directors. The level and structure of the remuneration are determined on their general and specific responsibilities and current market practice. Unless otherwise decided by the Board of Directors, this remuneration consists of a basic remuneration as Director and an additional remuneration for either participating in meetings of one or more Committees set up by the Board of Directors or for each chairmanship or vice-chairmanship of a Committee or of the Board of Directors. The non-executive Directors do not receive an annual bonus, or share options and do not participate in pension schemes. They are not entitled to any payment when their mandate comes to an end. Details of the remuneration of the Directors and of the Members of the Executive Committee are published every year in the remuneration report that is a part of the annual report. 2 Evaluation Under the lead of its Chairman, the Board of Directors regularly reviews and appraises its own performance and that of its Committees, as well as the efficiency of the Company s governance structure, including the number, role and responsibilities of the various Committees set up by the Board of Directors. The non-executive Directors regularly evaluate their interaction with the Executive Committee. There will be a periodic evaluation of the contribution of each Director aimed at adapting the composition of the Board of Directors to take into account changing circumstances. The performance of individual Directors is evaluated within the framework of the re-election procedure. Each year, at the proposal of the Remuneration Committee, the Board of Directors sets out the objectives of the Executive Chairman and the CEO for the following financial years, and appraises their performance for the previous period, in accordance with the existing procedure. This appraisal of the performance of the Executive Chairman and the CEO is also used to determine the variable part of their annual remuneration. Information on the main features of the evaluation process will be disclosed in the corporate governance statement. 23

24 Annex 3 Good Behaviour Code Directors, staff of the Company and third parties, as well as their representatives whose contractual relationships with the Company necessarily involves access to sensitive information (the Related Parties ), are committed to respecting all European and Belgian legal provisions as well as the provisions of this Good Behaviour Code. The Rules detailed below, apply. Conflicts of interest All Related Parties must avoid taking any action, position or interest that is, or appears to be, in conflict with the interests of the Company. Directors must immediately inform the Chairman if there is any possibility that a conflict of interest may arise. They will abstain, in accordance with the legal provisions in force, from any discussion or decision by the Board of Directors affecting their personal, commercial or professional interests (see also Annex 4 (Business Opportunities)). Any member of the staff who has a conflict of interest will immediately inform his/her manager. Any other Related Party having a conflict of interest will immediately inform the Compliance Officer (as defined below). Related Parties agree that they will not solicit and will refuse to accept remuneration, in cash or in kind, or any other personal advantage from third parties that is offered as a result of their professional ties with the Company. This includes but is not limited to consultancy fees, sale commissions, rental commissions, commission for placement, success fees, etc. Save for certain exempted decisions or transactions, Article 524 of the Belgian Companies Code provides for a special procedure to apply when decisions or transactions of the Company concern relationships between the Company on the one hand, and affiliated companies of the Company on the other hand, with the exception of relationships between the Company and its subsidiaries. The procedure must also be followed for decisions or transactions between the Company s subsidiaries on the one hand and affiliated companies of the subsidiaries on the other hand, with the exception of relationships between the Company s subsidiaries and such subsidiaries subsidiaries. Policy and procedure drawn up for transactions and other contractual relationships which are not covered by the legal provisions relating to conflicts of interest The following principles apply to all transactions and all other contractual relationships between the Company, including its related companies, and the Directors, the members of the Executive Committee, the members of the Management Team, the staff as well as the persons with whom they are related and/or otherwise connected and the companies they control: all transactions of the Company and its subsidiaries are carried out at arm s length conditions; 24

25 a distinction needs to be made between normal transactions that are part of normal sales to the public and exceptional transactions; normal transactions refer to the sale of plots in land developments, the sale of houses and the sale of apartments. Other transactions are considered as exceptional; normal transactions and transactions which are carried out at a price below that at which the building is offered to the public require prior approval from the Chairman and the CEO; exceptional transactions are submitted for prior approval to the Audit & Finance Committee on the basis of a proposal supported by a third party estimate and explained by two Directors of whom at least one is the Chairman or the CEO of the Company. Professional secrecy During their period of activity within the Company and following the ending of this activity, Related Parties will neither use nor reveal to any other party any information (other than that published in the annual reports, the interim reports or other communications), nor any information about the Company of which they gained knowledge while carrying out their functions. This prohibition is an addition to the rules set out in Annex 5. In this respect, they recognise as confidential all economic, financial or real estate reports, all customer files, electronic files, accounting data, contracts, business proposals, designs and all plans for buildings and equipment, as well as all work instructions made verbally or in writing that relate to the Company s activities, its procedures and its economic and financial situation. Corruption and abuse of assets Related Parties will neither offer nor give items of value regardless of the significance and/or the value nor sums of money of whatever amount to customers, suppliers or other third parties of whatever nature, for any purpose whatsoever with a view of obtaining concessions in commercial relationships. Similarly, they will not offer or give items of value or sums of money of whatever amount to anyone who has been elected or to an employee of the State or any public authority, whether Belgian or foreign, with a view to gain the approval and/or obtaining authorisations or permits, nor with a view to obtaining concessions, bypassing and/or violating laws, regulations, directives and agreements in general of whatever nature. Related Parties will not appropriate, for personal gain, objects (of whatever nature and/or value) that are the property of the Company. This commitment also covers the abusive use for personal gain of the Company s communications and computing equipment. Business gifts In general, Related Parties will not offer to, solicit from or accept any benefit whatsoever from, an actual or prospective business partner (customers, suppliers, entrepreneurs, construction companies, etc.) of the Company unless it is in line with existing practice relating to low-value end of year gifts or participation at social and/or artistic events. 25

26 Compliance Officer A Compliance Officer is appointed by the Board of Directors to ensure that, on the basis of information communicated to him/her, the laws and regulations within the framework of corporate governance are complied with, including the internal regulations, the Good Behaviour Code, the Dealing and Disclosure Code and the Charter (the Compliance Officer ). Final provisions This code is an integral part of the work regulations of the Company and of its contractual relationships with third parties. The Company will ensure that all Related Parties are informed of the existence and content of this Good Behaviour Code, as well as the fact that the provisions of this Good Behaviour Code also apply to them. Without prejudice to other judicial recourse, any infraction on the provisions of European and Belgian law governing market abuse, or of this Good Behaviour Code may, where appropriate, constitute a reason for dismissal for serious misconduct. 26

27 Annex 4 Business Opportunities The following procedure will be applicable to any operation or project (a Business Opportunity ) that is being presented to, or generated by the Group and that is directly or indirectly related to the real estate development business in the broadest meaning of this term, whatever the object of such operation or project may be, including, without limitation, the financing in general, in whole or in part of the project, the co-development of the project, the purchase at the beginning or at the end of the development of a project (the Project ). The CEO shall notify all members of the Board of Directors of the existence of a Business Opportunity of which he believes that a conflict of interest might raise directly or indirectly with any member of the Board of Directors. For the purpose of such alert, no indication whatsoever will be provided other than the usual information normally given in order to negotiate with a third party on such a transaction. Within five calendar days after he/she has been notified as provided above, the Director concerned shall declare the conflict of interest and, if this is the case, of a party he/she is interested in (the "Interested Party") in the notified Business Opportunity. Such declaration shall be notified to the Executive Chairman and the CEO. As a result of such declaration, the members of the Board of Directors, as well as the members of any Committee, which have a direct or indirect interest in the Project shall not be provided with any information regarding the Project and shall refrain from attending the decision-making process related thereto and from voting. As soon as either the Group or the Interested Party has secured its interest in the Business Opportunity, e.g. by obtaining an unconditional commitment of the Interested Party or when the transaction is accomplished, this provision shall cease to be applicable. This provision is supplemental to Article 523 of the Belgian Companies Code. The minutes related to its application do not need to be mentioned in the yearly financial report. 27