The Supervisory Board met five times in 2018. The subjects the members of the Supervisory Board discussed included the changes in the Dutch and global real estate market. In addition, the board devoted specific attention to the current situation on (international) markets, the choice of the right investment product and the risks attached to certain investment constructions.
In the context of its supervisory role, the Board also conducted seven conference calls regarding the most significant investments of the international mandates and the Dutch real estate funds. These included the investment in 901 apartments in Los Angeles and New York, an investment in six residential projects in central Tokyo and the acquisition of 369 rental homes in the Sluishuis project in Amsterdam.
In addition, the Supervisory Board discussed the various (quarterly) reports and the compliance and risk management policies. The supervisory directors also attended a themed conference organised by Bouwinvest on the residential and healthcare real estate markets. The Supervisory Board appreciates the passing on of such information, as it gives its members insight into the latest trends and developments on the real estate market.
The Supervisory Board also devoted a good deal of attention to Bouwinvest’s strategy for the future. The board endorses a number of items, including the Board of Directors’ decision to devote extra attention to the social returns of its investments and its international growth.
However, the Supervisory Board was forced to note that there are differences of opinion between the Supervisory Board and bpfBOUW, Bouwinvest’s shareholder, about the Bouwinvest's strategy and the structuring of the organisation. The discussion that followed revealed that these differences of opinion were irreconcilable. This was reason for the full Supervisory Board to tender its resignation in December 2018. In constructive talks, it was agreed that the four members of the board would remain until 18 April 2019. Kees Beuving already resigned on 1 February 2019. The Supervisory Board will confine itself to the activities required to maintain continuity during the transitional period.
Due to the proposed resignation of the Supervisory Board, the board did not conduct a self-evaluation regarding 2018.
The Supervisory Board discussed the financial statements drawn up by the Board of Directors. Deloitte Accountants audited the financial statements and provided an unqualified independent auditor’s report. The financial statements will be submitted to the 2018 General Meeting of Shareholders as part of the 2018 annual report. The Supervisory Board will propose that the General Meeting of Shareholders adopt the financial statements and discharge the Board of Directors for its management of the company and its invested capital and the Supervisory Board for its supervision of same.
The Audit Committee has two members: J.H.W.R. van der Vlist, chairman, and R. Th. Wijmenga. The Audit Committee met five times in 2018, to discuss the annual and quarterly results and the reports of the external auditor.
The Audit Committee also met with the external auditor in the absence of the Board of Directors. In addition to financial reporting, the Audit Committee discussed the auditor’s report, valuations, the monitoring and control framework, including risk management, the risk reports, the compliance reports and the Internal Audit function.
The internal auditor has a separate line of reporting to the Chairman of the Audit Committee. The Audit Committee also advised the Supervisory Board on the performance of the external auditor, which was judged to be adequate.
Selection and remuneration committee
The Selection and Remuneration Committee has two members: C.G. Gehrels, chairman, and C.J. Beuving. The Selection & Remuneration Committee met once in 2018 and discussed Bouwinvest’s HRM policy and succession planning. The Committee also discussed the performance of the members of the Board of Directors and target-setting.
We would like to thank the members of the Board of Directors and all Bouwinvest employees for their dedication and engagement and for the excellent results they once again achieved in 2018.
The Supervisory Board
Jan van der Vlist