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 2015 annual report at the 2016 Annual General Meeting of Shareholders (AGM). The annual report contains the proposal to pay a dividend of € 2.7 million over 2015. 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.
Investments in the global real estate market are right back at pre-crisis levels in 2015, with a marked increase in real estate investment activity in the Netherlands, driven by increased interest from both domestic and international investors. Bouwinvest has in-depth knowledge of the Dutch and international real estate 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 2015, investing € 782 million in its international and Dutch portfolios. The Residential Fund invested € 466 million last year in new-build properties. This gives the Fund a very healthy secured pipeline for the coming years. The focus of the Retail Fund was on redevelopments of properties and new developments, while the Office Fund disposed of a package of 14 office buildings which are no longer considered core assets. Both the Healthcare Fund and the Hotel Fund invested in new assets in the course of the year and International Investments invested in Asia-Pacific and Listed real estate.
Supervisory Board meetings
The Supervisory Board met eleven times in the course of 2015, including several meetings specifically for international investments. 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 2016 – 2018 for bpfBOUW, the various (quarterly) reports and Bouwinvest’s compliance and risk management. The Board assessed investment proposals for the funds and the international portfolio and supervised the application of the related parties transactions policy. The Board also discussed the mandatory implementation of the mitigated statutory two tier status (verzwakt structuurregime).
The Supervisory Board discussed the medium-term strategy and offered advice on Bouwinvest’s long-term strategy and the management of the Bouwinvest funds, including the governance of Bouwinvest and the Bouwinvest Funds. In September 2015, the Board approved Bouwinvest’s medium-term and long-term strategy.
In 2015, Bouwinvest welcomed new investors to its Residential Fund and its Office Fund. As per 1 January 2016, new investors committed to the Retail Fund and the Residential Fund. The Supervisory Board was pleased to welcome these new investors to its three main Funds, and to note heightened interest in all of Bouwinvest’s Funds.
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 2015 in March 2016. The Supervisory Board also assessed the 2015 Annual General Meeting.
The Supervisory Board dealt with separate reports on Bouwinvest’s management of bpfBOUW’s international portfolio and its heritage 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 for the second year in a row, thanks to the transparency of the funds' reporting on Corporate Social Responsibility and sustainability-related matters and the funds ongoing efforts to increase the sustainability of their business operations and their real estate portfolios.
In May 2015, Marjanne Sint reached the maximum term of two periods of four years. The Board discussed the recruitment of a new member of the Supervisory Board, to fill the vacancy created by the departure of Marjanne Sint. Carolien Gehrels joined the Supervisory Board in July 2015.
In 2015, the Supervisory Board met once in the absence of the Board of Directors. This meeting was 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. At least once a year, the Chairman of the Supervisory Board meets with the Head of Compliance. In 2015, they met once and reported no specific points of attention.
The Chairman of the Supervisory Board, the Chairman of the Board of Directors and the Chairman of the Board of bpfBOUW, as a shareholder in Bouwinvest, met several times in the course of 2015. Members of the Supervisory Board also attended several meetings of the Bouwinvest Works Council.
Audit Committee meetings
The Audit Committee has two members: J.H.W.R. van der Vlist, chairman, and R. Th. Wijmenga. The Audit Committee met four times in 2015, to discuss the annual and quarterly results and the reports from the external auditor. The Audit Committee also met with the external auditor in the absence of the Board of Directors.
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 internal auditor has a separate line of reporting to the Chairman of the Audit Committee. The Committee also devoted particular attention to the ISAE 3402 type II certification. 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 2016, the Selection and Remuneration Committee has two members C.J. Beuving, chairman, and C.G. Gehrels. 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.
A word of thanks
After completing the maximum term of two periods of four years, Marjanne Sint resigned as vice-chairman of the Supervisory Board in May 2015. We would like to express our gratitude for Ms. Sint’s dedication and input in this period. She made a significant contribution to 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 2015.
Amsterdam, the Netherlands, 14 March 2016
The Supervisory Board
Kees Beuving, Chairman
Jan van der Vlist