Report of the Supervisory Board

Report of the Supervisory Board

Financial statements and profit appropriation

The Board of Directors prepared the Bouwinvest financial statements and discussed these with the Supervisory Board. Deloitte Accountants B.V. have audited the financial statements and provided them with an unqualified independent auditors’ report. The financial statements will be submitted for adoption as part of the 2014 annual report at the 2015 Annual General Meeting of Shareholders (AGM). The Supervisory Board proposes that the AGM adopts the financial statements and discharges the Board of Directors for its management of the company and its funds and discharges the Supervisory Board for its supervision of same.

Key developments

Investments in the global real estate market were almost back at pre-crisis levels in 2014. Bouwinvest has in-depth knowledge of the Dutch and international real estate market markets, through its in-house regional experts, its own research department and via cooperation with local partners. The company was able to take full advantage of this in 2014, investing more than € 1 billion in its Dutch and international portfolios, the largest annual amount invested in the company’s history. The Residential Fund invested no less than € 400 million last year, most of which was in new-build properties, which means the Fund has a secured pipeline for the coming years. Both the Office Fund and the Retail Fund invested in very promising assets, fully in line with the strategy of both funds, while the newly-formed Healthcare Fund made its first investment in what promises to be a very high-growth market.

Supervisory Board meetings

The Supervisory Board met ten times in the course of 2014. All members of the Supervisory Board were frequently present. The main subjects discussed at these meetings were Bouwinvest’s strategy, the strategy of the funds it manages and its investments in international listed and unlisted real estate funds, together with real estate market developments. The Supervisory Board also discussed the Investment Plan Real Estate 2015 – 2017 for bpfBOUW, the various (quarterly) reports and Bouwinvest’s compliance and risk management.

The Supervisory Board discussed the medium-term strategy and offered advice on Bouwinvest’s long-term strategy and the management of the Bouwinvest funds. In April 2014, the Board approved Bouwinvest’s medium-term and long-term strategy.

New investors

In 2014, Bouwinvest welcomed two new investors to its Residential Fund, Stichting Rabobank Pensioenfonds (Rabobank pension fund) and Stichting Bedrijftakpensioenfonds voor de Zoetwarenindustrie (pension fund for the Dutch confectionary industry). As well as discussing the addition of these new shareholders and the changes to the corporate governance of the Residential Fund, the Supervisory Board met in late 2014 to discuss the potential addition of three new investors, all of which decided to join the Residential Fund as per 2 January 2015. These are the Stichting Pensioenfonds voor Fysiotherapeuten (the Dutch pension fund for the physiotherapy sector), Stichting Bedrijfstakpensioenfonds PNO Media (media pension fund) and Stichting COOP Pensioenfonds (COOP supermarket pension fund).

The Supervisory Board was extremely pleased to welcome these new investors to the Residential Fund, and to note heightened interest in Bouwinvest’s Office and Retail funds.

Financial performance

In four meetings, the Supervisory Board discussed the company’s quarterly reports, as well as the quarterly reports related to Compliance, Risk Management and Business Incidents. The Board discussed the financial statements for 2014 in March 2015. The Supervisory Board also assessed the Annual General Meeting.

The Supervisory Board dealt with separate reports on Bouwinvest’s management of bpfBOUW’s international portfolio and its heritage portfolio.

AIFMD license

The Supervisory Board also discussed the progress of the application to the Financial Markets Authority (AFM) for a license in the context of the European Alternative Investment Fund Managers Directive (AIFMD), as incorporated in the Dutch Financial Markets Supervision Act on 25 June 2013. Bouwinvest received its license on 17 February 2014 and is now subject to the supervision of the Dutch Financial Markets Authority (AFM) and the Dutch Central Bank (DNB).

Management fees

A study was commissioned of Bouwinvest's asset management fees. The Supervisory Board discussed the outcome of this study, which showed that Bouwinvest's fees are below the industry level benchmark for Dutch investments and at benchmark level for the company's international portfolio.

Corporate Social Responsibility (CSR)

As it does each year, the Supervisory Board devoted extra attention to Bouwinvest’s corporate CSR strategy. We are pleased to report that Bouwinvest's three Dutch sector funds were awarded GRESB ‘Green Star’ status due to the transparency of the funds' reporting on Corporate Social Responsibility and sustainability-related matters and the funds' efforts to increase the sustainability of their business operations and their real estate portfolios.

Other subjects

The Board also discussed and approved the regulations of the Selection & Remuneration committee. Other subjects discussed included the recruitment of new members of the Supervisory Board, to fill the vacancies created by the departure of Gerard Groener in 2013 and the retirement of chairman Jacques van Ek in late 2014. Kees Beuving and Roel Wijmenga were appointed as a member of the Supervisory Board in August and October 2014 respectively. In December 2014, Kees Beuving replaced Jacques van Ek as chairman of the Supervisory Board.

In 2014, the Supervisory Board met four times in the absence of the Board of Directors. These meetings were convened to discuss and evaluate the Supervisory Board, its committees and its individual members. The self-evaluation was based on an extensive questionnaire. The main conclusion was that the Board is performing well and effectively. The Supervisory Board also discussed the performance of the Board of Directors and its individual members.

The chairman of the Supervisory Board, the chairman of the Board of Directors and the chairman of the Board of bpfBOUW, as shareholder in Bouwinvest, met several times in the course of 2014. Members of the Supervisory Board also attended several meetings of the Bouwinvest Works Council.

Audit Committee meetings

As per 1 January 2015, the Audit Committee has two members: J.H.W.R. van der Vlist, chairman, and R. Wijmenga. The Audit Committee met four times in 2014, to discuss the annual and quarterly results and the reports from the external auditor. 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 Committee also devoted particular attention to the ISAE 3402 type II certifcation, the implementation of SEPA and the implementation of the AIFMD license. The Audit Committee advised the Supervisory Board on the performance of the external auditor, which was judged adequate.

Selection and Remuneration Committee meetings

As per 1 January 2015, the Selection and Remuneration Committee has two members: M. Sint, chairman, and C.J. Beuving. The Selection & Remuneration Committee met two times. The Committee discussed Bouwinvest’s HRM policy, (management) development and succession planning. The Committee also discussed the performance of the members of the Board of Directors and target setting.

The Selection and Remuneration Committee met on a number of occasions to discuss the appointment of a new Managing Director Finance, following the departure of Roel de Weerd in late 2013. Arno van Geet joined Bouwinvest as Managing Director Finance on 1 October 2014. The Board was very pleased that Mr. Van Geet agreed to join the company, in view of his experience and long history in the financial sector. Van Geet has assumed responsibility for financial and risk management, accounting, reporting, corporate control, internal audit, business process management, IT and research.

A word of thanks

Jacques van Ek resigned as Chairman of the Supervisory Board in December 2014. We would like to express our sincere gratitude for Mr. Van Ek’s dedication and input in this period. His valuable contribution was significant for the growth of Bouwinvest over the past eight years.

We would also like to thank the Board of Directors and all Bouwinvest employees for their hard work, and commitment, and the results they achieved for Bouwinvest in 2014.

Amsterdam, the Netherlands, 16 March 2015

The Supervisory Board

Kees Beuving, Chairman
Marjanne Sint, Vice-chairman
Jan van der Vlist
Roel Wijmenga

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