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Annual Reports 2023
Organisation
The Netherlands
Bouwinvest
Residential Fund Office Fund Retail Fund
www.f19.nl

Report of Management Board

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Corporate governance

Legal structure 

Bouwinvest Real Estate Investors B.V. (Bouwinvest) is a wholly owned subsidiary of ‘Stichting Bedrijfstakpensioenfonds voor de Bouwnijverheid’ (bpfBOUW, the pension fund for the Dutch construction industry). Bouwinvest is a statutory two-tier board company, subject to the provisions of the mitigated two-tier regime. Bouwinvest manages the following funds: 

  • Bouwinvest Dutch Institutional Residential Fund N.V. 

  • Bouwinvest Dutch Institutional Retail Fund N.V. 

  • Bouwinvest Dutch Institutional Office Fund

  • Bouwinvest Dutch Institutional Hotel Fund N.V. 

  • Bouwinvest Dutch Institutional Healthcare Fund N.V. 

  • Dutch Social Impact Real Estate Partnership C.V.

Bouwinvest legal structure 

Bouwinvest has separate mandates from bpfBOUW for the management of international real estate investments in Europe, North America and the Asia-Pacific region. The company holds 100% of the shares in three subsidiaries: Bouwinvest Asia Pacific PTY LTD (Australia), Bouwinvest North America LLC (USA) and Dutch Social Impact Real Estate GP B.V. 

  • Bouwinvest also holds limited interests in the following open funds that it manages: 

  • Bouwinvest Dutch Institutional Residential Fund N.V. (0.16%) 

  • Bouwinvest Dutch Institutional Office Fund N.V. (0.20%) 

  • Bouwinvest Dutch Institutional Retail Fund N.V. (0.21%) 

Because Bouwinvest exerts significant influence on these funds, these interests are classified as associated companies in the financial statements, even though the interests are less than 20%.

Threefold scope 

Bouwinvest operates on the basis of a threefold scope. 

Management Board

The members of the Management Board are collectively responsible for the management of the company and the continuation and general operation of the company’s business. The Bouwinvest Management Board consists of five persons: the Chief Executive Officer (and statutory director), the Chief Financial & Risk Officer (and statutory director), the Chief Client Officer, the Chief Investment Officer Dutch Investments and the Chief Investment Officer International Investments. The statutory directors are appointed by the General Meeting of Shareholders following nomination by Bouwinvest’s Supervisory Board. The non-statutory directors are appointed by the Management Board, with the approval of the Supervisory Board. The Management Board is governed by a set of regulations that also outline its tasks and responsibilities. The Management Board endorses the Dutch Corporate Governance Code. 

Internal Audit

The purpose of internal audit is to enhance and protect organisational value by providing risk-based and objective assurance, recommendations and insights. The Internal Audit function (IAF) supports Bouwinvest in accomplishing its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of governance, risk management and control processes. The IAF reports directly to the Management Board and the Audit, Risk & Compliance Committee of the Supervisory Board, with a hierarchical reporting line to the CEO. The IAF is governed by an Internal Audit Charter and a risk-based audit plan, updated at least annually and approved by the Management Board and the Supervisory Board. The methodology applied by the IAF is based on the Institute of Internal Auditor’s (IIA) International Professional Practices Framework (IPPF).

Works Council 

The Works Council protects the interests of the company’s employees. One of the ways the Works Council does this is to make use of its right to consultation and right of consent. The Works Council is involved in virtually everything the company and staff do to keep employees well-informed about developments. The Works Council meets the Management Board four times a year, and a member of the Supervisory Board is present at two of these meetings. 

Supervision 

The Supervisory Board supervises the policies of the Management Board and the general course of affairs in the company and its business, and is responsible for the employment of the statutory directors. The Supervisory Board also advises the Management Company. The Supervisory Board has an Audit, Risk & Compliance Committee and a HR Committee. Both committees’ tasks and responsibilities are set down in formal regulations.

The Supervisory Board has four members, who are appointed by the General Meeting of Shareholders. One of the members is appointed on the nomination of the Works Council. The maximum term of office is four years, with the possibility of reappointment for an additional four years. The Supervisory Board is assisted by the Corporate Secretary. The Corporate 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.

Act on the management and supervision of Dutch legal entities

Bouwinvest strives for a balanced gender ratio within the boards, targeting a 50/50 distribution as much as possible. The gender ratio in Bouwinvest’s Management Board (five members) changed in 2023 with the appointment of the CFRO and is currently 20% women and 80% men. The gender ratio in Bouwinvest’s Statutory Board of Directors (two members) changed in 2023 with the appointment of the CFRO and is currently 100% men. The gender ratio in the Supervisory Board (four members) is currently 50% women and 50% men. The gender ratio for senior management (identified staff 31.8 FTE) is currently 25% women and 75% men.

Bouwinvest will carry out an evaluation to determine the desired profile of any new members should members of the Management Board and/or the Supervisory Board resign or new senior management staff will be hired. This evaluation will take diversity criteria, including a balanced ratio of male and female members, into account. In case of candidates with comparable profiles, the gender that is currently underrepresented will be given preference to achieve a more balanced gender ratio. 

Currently, the gender ratio is not completely balanced. This is a result of the gender ratio build up in previous years.

External auditor

Before being presented to the General Meeting of Shareholders for adoption, the annual financial statements prepared by the Management Board must be examined by an external auditor. The General Meeting of Shareholders has the authority to appoint the external auditor. The Supervisory Board nominates the external auditor for appointment or reappointment by the General Meeting of Shareholders, taking the Audit, Risk & Compliance (ARC) Committee’s advice into account. The role and scope of the external auditor, together with the auditor’s fee, are decided upon by the Supervisory Board on the recommendation of the ARC Committee. The external auditor reports their audit findings in the management letter as well as the audit result report. Prior to publication, the annual financial statements are discussed with the ARC Committee in the presence of the external auditor. In addition, the annual financial statements have been discussed with the Supervisory Board and the external auditor.

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 Management Board for their management and discharge the members of the Supervisory Board for their supervision. The meeting may also deal with the appointment of the members of the Supervisory Board and the statutory directors. Shareholder meeting approval is required for resolutions that have a material impact on Bouwinvest’s strategy or risk profile. 

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