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Corporate governance

Bouwinvest Real Estate Investment Management B.V. (‘Bouwinvest’) is a wholly owned subsidiary of Stichting Bedrijfstakpensioenfonds voor de Bouwnijverheid (bpfBOUW), the Dutch pension fund for the construction industry. Bouwinvest manages the following funds:

  • Bouwinvest Dutch Institutional Residential Fund N.V.;

  • Bouwinvest Dutch Institutional Retail Fund N.V.;

  • Bouwinvest Dutch Institutional Office Fund N.V.;

  • Bouwinvest Dutch Institutional Hotel Fund N.V.;

  • Bouwinvest Dutch Institutional Healthcare Fund N.V.

Since 2010, the Bouwinvest Residential Fund, the Bouwinvest Retail Fund and the Bouwinvest Office Fund have been open to institutional investors. Bouwinvest has separate mandates from bpfBOUW for the management of international real estate investments in Europe, North America and the Asia-Pacific region.

Board of Directors

The Bouwinvest Board of Directors consists of four persons: the Chief Executive Officer, also statutory director, the Chief Financial & Risk Officer, the Chief Investment Officer Dutch Investments and the Chief Investment Officer International Investments. The statutory director is appointed by the General Meeting of Shareholders following nomination by Bouwinvest’s Supervisory Board. The Board of Directors is governed by a set of regulations that also outline its tasks and responsibilities. The Board of Directors endorses the Dutch Corporate Governance Code.

Supervisory Board

The role of the Supervisory Board is to supervise the policies of the Board of Directors and the general affairs of the company. The Supervisory Board has appointed an Audit Committee and a Selection & Remuneration Committee. Both committees have a set of regulations that lay down their tasks and responsibilities.

The Supervisory Board currently has four members. The maximum term of office is four years, with the possibility of reappointment for an additional four years. The Supervisory Board is supported by the company secretary. The company secretary ensures that the correct procedures are followed and that the Supervisory Board acts in accordance with its legal and statutory obligations and powers and the applicable corporate governance rules.

General Meeting of Shareholders

General Meetings of Shareholders are held at least once a year to discuss the company’s business over the past year and the annual report, to adopt the financial statements, decide on the dividend proposal, discharge the members of the Board of Directors for their management and discharge the members of the Supervisory Board for their supervision of same. When necessary, the meeting also appoints the members of the Supervisory Board and the statutory director. Shareholder approval is required for resolutions that have a material impact on Bouwinvest’s strategy or risk profile.

Internal/external audit

Bouwinvest has established an independent internal audit function to help the company meet its operational and business targets. The internal audit function ensures that the company takes a systematic, disciplined approach to evaluation, the continuous improvement of the effectiveness of our risk management, the financial administration, the tenant administration and the fund administration and monitors the control and governance processes.

On the operational front, this involves an audit of the ISAE processes, the custodian/depositary processes and the AFM processes, as well all IT-related processes (such as COBIT, the SAP system and eFront software), to ensure that Bouwinvest’s IT systems are always secure and operate effectively. The Internal Audit team takes a proactive approach to its tasks and offers advice and recommendations on potential improvements and updates to processes and systems.

Since 2016, the Internal Audit team’s auditing coverage has included the assessment of the processes at our external property managers. The internal audit function reports to the Board of Directors and the Supervisory Board.

The Dutch Management and Supervision Act

The Dutch Management and Supervision Act includes a guideline for a balanced gender ratio within the Board of Directors and Supervisory Board. At least 30% of these positions should be filled by women and at least 30% by men. Bouwinvest’s Board of Directors and Supervisory Board do not yet have the above-mentioned gender balance. Based on the profiles of the members of the Board of Directors and/or the Supervisory Board, in the event of future resignations Bouwinvest will carry out an evaluation to determine the desired profile of any new members. This evaluation will of course take into account diversity criteria, including a balance of male and female members.

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