Corporate Governance

IMMOBEL believes that its Corporate Governance Charter and the present Corporate Governance Statement reflect both the spirit and the rules of the Belgian Corporate Governance Code.

The Corporate Governance Charter describes in detail the structure of the Company’s governance and its policies and procedures in matters of governance.

Decision-making bodies
  • the Board of Directors,
  • the Committees of the Board of Directors,
    • the Audit & Finance Committee,
    • the Remuneration Committee,
    • the Nomination Committee,
    • the Investment Committee,
  • The Executive Committee,
  • The Management Team.
Composition of the Board of Directors

Pursuant to article 18 of the Articles of Association, the Board shall be convened by the Chairman of the Board of Directors, the Managing Director or two Directors.

In principle the Board meets at least three times a year (in March, August and December). Additional meetings may be organized at any time, with reasonable notice. This frequency enables the Directors, among other things, to review the half-yearly accounts in August and the annual accounts in March, as well as the budgets in December.

Name    Function    Date first appointment    End mandate
Marnix GALLE 1 - Executive Chairman of the Board - 25 September 2014 - 2018
Alexander HODAC 2 - Managing Director - 10 December 2015 - 2019
Karin KOKS - VAN DER SLUIJS - Director (Independent) - 17 November 2016 - 2020
Astrid DE LATHAUWER ³  - Director (Independent) - 26 August 2015 - 2020
Sophie LAMBRIGHS 4 - Director - 25 September 2014 - 2017
Pierre NOTHOMB 5 - Director (Independent) - 25 September 2015 - 2019
Annick VAN OVERSTRAETEN 6 - Director (Independent) - 28 September 2016 - 2018
Piet VERCRUYSSE - Director - 25 September 2014 - 2020
Jacek WACHOWICZ - Director (Independent) - 18 February 2016 - 2019
1. Permanent representative of the company A³ Management sprl.
2. Permanent representative of the company AHO Consulting sprl.
3. Permanent representative of the company ADL Comm. V.
4. Permanent representative of the company Zou2 sprl.
5. Permanent representative of the company Arfin sprl.
6. Permanent representative of the company A.V.O.-Management sprl.

Composition of the Audit & Finance Committee

The Audit & Finance Committee (hereafter “AFC”) assists the Board of Directors mainly in, on the one hand, monitoring financial reports and financial information intended for Shareholders and third parties, as well as the quality of internal control and risk management, and on the other hand, following up on the auditor’s work, and monitoring the Company’s accounts department and finances.

The AFC is made up of at least three Directors who do not have executive responsibilities within IMMOBEL; a majority of the Members of this Committee are independent and at least one Member is competent in accounting and auditing matters.

The Members of the AFC and its Chairman are appointed by the Board of Directors for a maximum duration of four years.

Chairman
Pierre NOTHOMB,

Members
Karin KOKS - VAN DER SLUIJS and
Piet VERCRUYSSE.

Compositon of the Remuneration Committee

The main mission of the Remuneration Committee is to make proposals to the Board of Directors concerning remuneration (elements of the remuneration of the Directors and of the Executive Committee, the managers and people in charge of day-to-day management; policy on employee share ownership, etc.). In application of the Law on Corporate Governance of 6 April 2010, the Remuneration Committee draws up the Remuneration Report which the Board includes in the Statement on Corporate Governance, which will be discussed during the Annual General Meeting.

The Remuneration Committee is made up of only non-executive Directors, a majority of whom are independent Directors and have the necessary expertise in remuneration policy.

The Managing Director takes part in the meetings of the Committee with an advisory vote when this Committee treats the remuneration of the other Directors and the other Members of the Executive Committee.

The Members of the Committee and its Chairman are appointed by the Board of Directors for a maximum duration of four years.

Chairman
Astrid DE LATHAUWER,

Member
Annick VAN OVERSTRAETEN,
Piet VERCRUYSSE.

Compositon of the Nomination Committee

The main mission of the Nomination Committee is to make proposals concerning appointments (appointment of Directors, of the CEO and other members of the Executive Committee).

The Managing Director takes part in the meetings of the Committee with an advisory vote when this Committee treats the appointment of the other Directors and of the other Members of the Executive Committee.

The Members of the Committee and its Chairman are appointed by the Board of Directors for a maximum duration of four years.

Chairman
Marnix GALLE,

Member
Astrid DE LATHAUWER,
Annick VAN OVERSTRAETEN.

Composition of the Investment Committee

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.

The Investment Committee is made up of at least three Directors, including the Managing Director.

The Members are appointed by the Board of Directors for a maximum duration of four years. The Managing Director is the Chairman of the Investment Committee.

Chairman
Alexander HODAC,

Members
Marnix GALLE,
Karin KOKS - VAN DER SLUIJS,
Sophie LAMBRIGHS and
Jacek WACHOWICZ.

Composition of the Executive Committee

The Executive Committee of the Company is composed of the Executive Chairman, the CEO, the Chief Financial Officer, the Head of Development, the Head of Project Structuring & Financing and the Head of Business Development.

Composition of the Management Team

The Executive Chairman and the CEO have established a Committee that assists them in the practical implementation of the executive powers. 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 responsibilities.

The Management Team is accountable for the exercise of its powers vis-à-vis the Executive Chairman and the CEO.