The Residential Fund is structured as an investment company with variable capital, as defined in article 2:76a of the Dutch Civil Code, with its corporate seat in Amsterdam, the Netherlands. It is a fiscal investment institution (FII) within the meaning of Article 28 of the Dutch Corporate Income Tax Act 1969. Bouwinvest Real Estate Investment Management B.V. (Bouwinvest) is the Fund's Statutory Director and management company, subject to the terms of the management agreement. In February 2014, the management company obtained a licence within the meaning of Article 2:65 of the Dutch Financial Supervision Act and is now subject to supervision of the Dutch Financial Markets Authority (AFM) and the Dutch Central Bank (DNB).
Governance matrix Residential Fund
|Rights||General Meeting of Shareholders||Shareholders' Committee|
|Simple majority vote (>50%)||Double majority vote||Approval rights||Consultation rights|
|1. Amendment of the strategy of the Fund|| ||X|| ||X|
|2. Liquidation, conversion, merger, demerger of the Fund|| ||X|| ||X|
|3. Dismissal and replacement of the management company|| ||X|| ||X|
|4. Amendment of the management fee of the Fund|| ||X|| ||X|
|5. Conflict of interest on the basis of the Dutch Civil Code|| ||X|| ||X|
|6. Investments within the hurdle rate bandwidth as specified in the Fund Plan|| || ||X|| |
|7. Related party transaction|| || ||X|| |
|8. Amendment or termination of the Fund documents||X|| || || |
|9. Adoption of the Fund Plan||X|| || ||X|
|10. Deviation from the valuation methodology of the Fund as set out in the Valuation Manual||X|| || ||X|
|11. Investments outside the hurdle rate bandwidth as specified in the Fund Plan||X|| || ||X|
|12. Change of control (of the management company)|| || || ||X|
|13. Appointment, suspension and dismissal of managing directors of the Fund (with due observance to the rights mentioned under 3)||X|| || ||X|
|14. Amendment to the Articles of Association of the Fund||X|| || || |
|15. Adoption of the Accounts of the Fund||X|| || || |
|16. Information rights on the basis of the Dutch Civil Code||X|| || || |
|17. Authorising the Board of Directors to purchase own shares||X|| || || |
|18. Reducing the capital of the Fund||X|| || || |
|19. Extending the five month term with regard to approval of the Accounts||X|| || || |
|20. Authorising the Board of Directors to amend the Articles of Association of the Fund||X|| || || |
|21. Appointing a representative in the event of a conflict of interest||X|| || || |
|22. Requesting to investigate the Accounts and the withdrawal thereof||X|| || || |
|23. Approval of an Applicant Shareholder to become a Shareholder of the Fund||X|| || || |
Following the approval of the General Meeting of Shareholders held on 24 April 2014, a Shareholders' Committee replaced the Supervisory Board as per 1 May 2014. The aim of this change in the Fund’s governance was to increase investors’ influence on the management of the Fund and its portfolio, after additional investors entered the Fund. The Shareholders' Committee comprises a maximum of five shareholders: one representative of each of the four shareholders with the largest individual commitment and one member to represent the collective interests of all other shareholders. Members of the Shareholders' Committee will be appointed by the General Meeting of Shareholders for a period of one year.
Role of the Shareholders' Committee
The role of the Shareholders' Committee is to approve certain specified resolutions by the management company (see governance matrix). The Shareholders' Committee shall assist the management company by providing advice if such is requested. The responsibility for proper performance of its duties is vested in the Shareholders' Committee collectively.
In 2014, the Shareholders' Committee met twice, to advise on the Fund Plan of the Residential Fund and to approve a related-party transaction, the transfer of the Verbunt site in Tilburg.
General Meeting of Shareholders
Shareholders of the Residential Fund must be qualified institutional investors within the meaning of section 1:1 of the Dutch Financial Markets Supervision Act (FMSA). General Meetings of Shareholders are held at least once a year to discuss the annual report, adopt the financial statements and discharge the Statutory Director of the Fund for its management. Shareholder approval is required for resolutions that have a substantial impact on the Residential Fund and its risk profile (see governance matrix).
As at this annual report’s publication date, bpfBOUW holds the majority of the shares of the Residential Fund.