The Retail 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). Bouwinvest Retail Development B.V., a subsidiary of the Retail Fund, was liquidated in 2014.
The role of the Supervisory Board is to supervise the policies of the Board of Directors and the general affairs of the Fund and its related business. The Supervisory Board shall assist the Board of Directors by providing advice. It acts in the interest of all stakeholders of the Retail Fund, and in particular monitors and supervises the composition, valuation and performance of its portfolio. The Supervisory Board currently has four members, each of whom is appointed by the General Meeting of Shareholders. To increase investors’ influence, a Shareholders Committee will replace the Fund’s Supervisory Board when one or more investors enter the Fund.
The supervision of the Board of Directors by the Supervisory Board shall include:
(a) the achievement of the company's objectives;
(b) the corporate strategy and the risks inherent in the business activities;
(c) the compliance of the company with its prospectus;
(d) the compliance with the management agreement in respect of the company;
(e) the structure and operation of the internal risk management and control systems;
(f) the financial reporting process;
(g) compliance with legislation and regulations; and
(h) the company-shareholder relationship.
The following actions or decisions of the management company require the prior approval of the Supervisory Board:
- investments and divestments exceeding € 25 million
- significant changes to the valuation methodology
- changes to accounting principles or practices, where these are likely to have a significant impact on accounting treatment
- changes to external auditors on the recommendation of the Board of Directors
General Meeting of Shareholders
Shareholders of the Retail 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, discharge the Statutory Directors of the Fund for their management and discharge the members of Supervisory Board for their supervision. Shareholder approval is required for resolutions that have a substantial impact on the Retail Fund and its risk profile.
In addition to the shareholders’ rights as stated in the Articles of Association, shareholders have the rights conferred on them pursuant to the Retail Fund’s documentation, as well ass some additional rights.
As at this annual report’s publication date, Stichting Bedrijfstakpensioenfonds voor de Bouwnijverheid (bpfBOUW, the Dutch pension fund for the construction industry), holds the majority of the shares of the Retail Fund.