Structure and activities of the supervisory board in 2009
The organisation of the Supervisory Board is entirely consistent with the recommendations of the Dutch corporate governance code. With the exception of Mr W. Borgdorff, all the members of the Supervisory Board are independent within the meaning of best-practice provision III.2.1 of the code. According to the code the Supervisory Board members are deemed to be independent if they do not fulfill the dependence criteria as set out therein. Mr Borgdorff, however, is a director of a company of which 50% of the shares are held by ABP, which also holds more than 25% of the shares of Corio N.V.
In the year under review, the Supervisory Board, the Audit Committee, the Remuneration Committee and the Selection Committee, performed their respective duties in accordance with the applicable rules, which can be downloaded from Corio’s website. The Supervisory Board met with the Management Board in plenary session on eleven occasions in 2009. The main topics of discussion were strategy, investments, financing, risk management, Corporate Social Responsibility (CSR), targets, control systems, the annual budget and opportunities. During the year under review, Corio raised capital through a successful share issue and closed an inflation linked loan.
During the year press releases, quarterly reports, half-yearly figures and the annual report and financial statements were also discussed at the appropriate times. The external auditors presented the results of their examinations at the meetings at which the half-yearly figures and financial statements of the year were discussed. The Supervisory Board and the Audit Committee discussed the audit findings with the external auditors.
The members of the Supervisory Board held several meetings to discuss matters among themselves. The performance of the Management Board and the Supervisory Board as bodies and of the individual members of the boards were discussed and evaluated in meetings not attended by the Management Board. During these meetings the Supervisory Board discussed the composition of the Management Board, the portfolios assigned to Management Board members, and the remuneration policy for the Management Board.
The chairman of the Supervisory Board and the chairman of the Management Board met regularly to discuss general matters affecting Corio. The attendance rate of the members of the Board was 94%. None of the members of the Supervisory Board was frequently absent from meetings.
In November, an extra meeting of the Supervisory Board was held during a working visit in France, where the directors visited several shopping centres.
Source: Annual Report 2009, Chapter Overview & Strategy, page 10 (PDF, 13.679 kB)
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