Structure and activities of the supervisory board in 2008
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.
In the year under review, the Supervisory Board and the Audit Committee, Selection Committee and Remuneration Committee appointed by the Supervisory Board performed their respective duties in accordance with the applicable rules, which can be downloaded from Corio’s website (www.corio-eu.com). The Supervisory Board met with the Management Board in plenary session on ten occasions in 2008. The main topics of discussion were strategy, targets, investments, financing, risk management, the annual budget and the composition of and developments within the portfolio. The Supervisory Board also discussed the strategic decision that was taken in 2007 to sell the Dutch and French office and industrial property portfolio. On 30 September 2008, the transfer of property to White Estate Investments marked the successful completion of the Dutch part of this sale. The proceeds of the sale are being used to repay short-term borrowings and to finance Corio’s pipeline of projects.
In addition, 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, both in the presence of the Management Board and while the Management Board was absent.
The members of the Supervisory Board held several meetings to discuss matters between 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 chairmen of the Supervisory Board and Management Board met from time to time to discuss general matters affecting Corio. The attendance rate of members of the Supervisory Board was 91%. None of the members of the Supervisory Board were frequently absent from meetings.
In April, delegates from the Supervisory Board paid a working visit to Turkey. During this visit they became better acquainted with the local team in Istanbul and were given presentations on a number of shopping centres in the portfolio and several planned investments. In addition, they visited a number of projects including Akmerkez in Istanbul and the 365 shopping centre in Ankara.
In May, a meeting of the Supervisory Board was combined with a working visit to Corio España in Madrid. This included visits to a number of shopping centres in the portfolio (El Ferial, Sexta Avenida and Gran Via de Horteleza in Madrid, and Maremagnum in Barcelona) and some of their competitors. The Supervisory Board was given on-site presentations on Corio’s shopping centres, which touched on matters such as positioning and opportunities for development.
Source: Annual Report 2008, Chapter Overview & Strategy, page 14 (PDF, 476 kB)
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