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Corporate governance charter (en NL)

10/28/2021 | 12:00am

Corporate Governance Charter

MONTEA NV - CORPORATE GOVERNANCE CHARTER

Approved by the board of directors of the sole director on

28 October 2021

TABLE OF CONTENTS

1.

Introduction ...........................................................................................................................................

2

2.

Structure ................................................................................................................................................

2

3.

Board of directors ..................................................................................................................................

2

4.

Secretary................................................................................................................................................

8

5.

Audit committee....................................................................................................................................

8

6.

Remuneration and nomination committee.........................................................................................

11

7.

Advisory bodies outside the board of directors ..................................................................................

12

8.

Executive management .......................................................................................................................

13

9.

Independent control functions............................................................................................................

15

10.

Representation of the company ..........................................................................................................

16

11.

Conflicts of interest..............................................................................................................................

16

12.

Prevention of market abuse (dealing code) ........................................................................................

17

13.

Shareholding ........................................................................................................................................

17

14.

Supervision by the Financial Services and Markets Authority (FSMA)................................................

18

15.

Real estate expert................................................................................................................................

19

16.

Remuneration policy............................................................................................................................

19

Annex 1 - Code of Conduct .........................................................................................................................

20

Annex 2 - Dealing Code...............................................................................................................................

29

1

Corporate Governance Charter

1. Introduction

Montea, a public limited liability company, is a public regulated real estate investment company under Belgian law, having its registered office at 27 Industrielaan, 9320 Erembodegem (Belgium) (hereinafter referred to as Montea or the Company).

Montea's shares are listed on the regulated market of Euronext Brussels and Euronext Paris.

Montea has adopted the Belgian Corporate Governance Code 2020 as its reference code for its corporate governance (www.corporategovernancecommittee.be) (Code 2020). It applies the recommendations of the 2020 Code or explains where it departs from them in the corporate governance statement pursuant to Article 3:6, §2 of the Companies and Associations Code (CAC). The applicable legislation includes not only the CAC, but also the Regulated Real Estate Investment Companies Act of 12 May 2014 (REIT Act) and the Royal Decree of 13 July 2014 on Regulated Real Estate Investment Companies (REIT RD).

This Charter contains the main rules adopted by Montea regarding its corporate governance and is posted on Montea's website: www.montea.comunder the heading "investor relations." Montea will update this Charter as often as necessary and assess it at regular intervals.

2. Structure

Montea has taken the form of a public limited liability company and has only one statutorily appointed director. This sole director, Montea Management, has the form of a public limited liability company and has in turn a one-tier collegial board of directors.

The Company and its sole director comply with the recommendations of the 2020 Code and the legal provisions on corporate governance by applying them, with the necessary changes, to the organization of governance within the sole director. After all, as the governing body of the sole director of the Company, it is the board of directors of Montea Management NV that decides about Montea's values and strategy, its willingness to take risks and the main policy lines and that supervises Montea as a board. The structure of the public limited liability company having a sole director can thus be considered transparent at Montea in terms of corporate governance.

In this Charter, the term "board of directors" refers to the board of directors Montea Management NV, the sole director of Montea.

The executive management is organized within the legal entity Montea NV and is supervised by the board of directors of the sole director.

  1. Board of directors
  1. Governance structure

The management decisions within Montea are taken by the board of directors of the statutory sole director. The board has set up specialized committees to advise it on decisions to be taken, ensure that certain matters have been adequately dealt with and, if necessary, to bring specific issues to the attention of the board of directors. Decision- making remains the joint responsibility of the board of directors.

The board of directors appoints and dismisses Montea's executive management and delegates to it the executive powers described in paragraph 8.2.

3.2. Statutory sole director

The statutory sole director is appointed in Montea's articles of association until 30 September 2026. Up to that date, the statutory sole director can only be dismissed for lawful reasons:

  1. either by decision of the general meeting of shareholders in compliance with the attendance and

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Corporate Governance Charter

majority requirements for an amendment to the articles of association;

  1. or by the president of the enterprise court of the registered office of the Company pursuant to Article 7:101, §4 (3) of the CAC on the claim of holders of shares with voting rights representing at least 3% of the capital. The Company must be summoned to appear before the court in order to obtain a common judgment. The costs of the proceedings shall be borne by the Company, unless the president of the court expressly decides otherwise.

The sole director may resign at any time but must then continue to perform his duties in a caretaker capacity until its replacement can be reasonably assured. In such a case, the general meeting of shareholders shall meet within one month to proceed to the permanent appointment of a new sole director.

A new statutory sole director may be appointed by decision of the extraordinary general meeting of shareholders in compliance with the attendance and majority requirements for an amendment to the articles of association. The possible extension of the term of office of Montea Management NV beyond 30 September 2026 would also require a decision of the extraordinary general meeting of shareholders in compliance with the attendance and majority requirements for an amendment to the articles of association.

The appointment of a new statutory sole director or the renewal of the term of office of Montea Management NV after 30 September 2026 shall also require the prior approval of the FSMA.

The statutory sole director has opted for a one-tier board model. The board of directors will assess the chosen governance structure at least once every five years to ascertain whether it is still appropriate and, if not, will propose a new governance structure to the general meeting of shareholders.

3.3. Composition of the board of directors

3.3.1. Appointment

The directors shall be appointed by the general meeting of shareholders of Montea Management NV by simple majority from a list of candidates proposed by the board of directors on the advice of the remuneration and nomination committee. At present, this general meeting of shareholders is composed exclusively of the five children of the late Mr Pierre De Pauw, each of whom holds 20% of the shares, and Jo De Wolf, owner of 1 share.

For every appointment and reappointment to the board of directors, an assessment of competencies, knowledge and experience already present or required shall be conducted, on the basis of which a profile of the candidate shall be drawn up. This assessment shall be initiated by the remuneration and nomination committee in cooperation with the Chairman of the board of directors.

The remuneration and nomination committee looks for candidates who have the required competencies according to the profile drawn up and examines their respective curriculum vitae and relevant references. For candidates who are already directors, the assessment of their performance by the companies concerned is also considered. For non- executive directors, the number and importance of their other commitments are also considered. They are also made aware of their duties at the time of their candidacy. After analysing and deliberating on all these elements, the remuneration and nomination committee recommends one or more candidates to the board of directors. The Chairman of the board of directors shall ensure that the directors have sufficient information about the candidates before proceeding to deliberate and approve them.

Once the board of directors has decided, the appointment of the selected candidate is submitted to the general meeting of shareholders for approval. This proposal is accompanied by a recommendation from the board of directors and includes the proposed term of office as well as relevant information on the candidate's professional qualifications, together with a list of the positions the candidate already holds.

In principle, directors are appointed for a four-year term but, contrary to Recommendation 5.6 of the 2020 Code, this period may in principle be departed from in order to allow for a certain rotation within the board.

Montea informs the FSMA in advance of the nomination for or renewal of appointment, of the non-renewal of appointment or of the resignation of the directors pursuant to Article 14, § 4 of the REIT Act.

3

Corporate Governance Charter

3.3.2. Qualification requirements

Pursuant to Article 14, §1 of the REIT Act, directors must possess the required professional reliability and the appropriate expertise for those positions and must be able to ensure the autonomous management of the REIT. With a view to the performance of the duties and powers described under paragraph 3.4, care shall be taken to ensure that the following competencies are present within the board of directors:

  • knowledge of the transport and logistics sector;
  • knowledge of the operation of and contacts with players in seaports;
  • knowledge of the construction sector and of the logistics real estate market;
  • knowledge of the logistics goods flow;
  • experience as a director of a listed (real estate) company;
  • general financial knowledge and knowledge of accounting legislation including IFRS rules.

Non-executive directors may not hold more than 5 (five) director mandates in listed companies at the same time. Any changes in their other commitments outside Montea are to be reported to the Chairman of the board of directors in due course.

There are no formal capacity requirements beyond those required by law.

3.3.3. Composition

The board of directors must be composed in such a way that Montea can be managed in accordance with Article 4 of the REIT Act. The composition of the board is geared to the object of the Company, its activities, growth phase, ownership structure and other specific elements.

The board of directors shall consist of at least five members all of whom shall be exclusively natural persons.

The majority of the directors shall be non-executive directors.

At least three directors must be independent within the meaning of Article 7:87 of the Companies and Associations Code and Recommendation 3.5 of the 2020 Code. At least one third of the members of the board of directors must be of a different gender than that of the other members pursuant to Article 7:86 of the Companies and Associations Code.

In any event, the board of directors is small enough for efficient decision-making and large enough so that the directors can bring experience and knowledge from various fields to bear and so that changes in the composition of the board of directors can be absorbed without difficulty. In addition, the composition of the board of directors shall be such that there is sufficient expertise in the Company's various activities as well as adequate diversity of skills, backgrounds, ages and genders.

3.3.4. Integrity and sense of responsibility

The directors shall assume their duties actively and shall be capable of exercising sound, objective and independent judgment in the discharge of their responsibilities. They shall maintain the highest standards of integrity and honesty. The directors shall ask for clarification if they should deem it necessary and shall undertake to devote sufficient time to exercising their remit, considering their role and responsibilities, to gain and maintain a good understanding of the main aspects of Montea's activities. They shall update their skills as well as their knowledge of the Company to fulfil their role, both on the board and in the committees on which they sit.

The directors may use the information available to them in their capacity as director only for the purposes of their mandate. Directors should be cautious about the confidential information they receive in their capacity as such and should refrain from disclosing it under any circumstances. The directors shall disclose to the board all information in their possession which may be relevant for the board's decision-making. In the case of sensitive or confidential information, the director concerned shall consult the Chairman of the board of directors.

4

Corporate Governance Charter

When the board makes a decision, the directors shall not pursue their personal interests when the board makes a decision. They shall not avail themselves of business opportunities intended for the Company for their own benefit.

3.3.5. Professional development and succession plan

Newly appointed directors will be provided with appropriate initial training tailored to their role, including an update on the Company's legal and regulatory environment, so as to ensure that they are able to contribute to the board quickly.

Directors shall be responsible for updating their skills, as well as their knowledge of the Company to fulfil their role. Montea shall advise and guide directors in this regard and provide the necessary resources.

The board has established an internal procedure to ensure the orderly and timely succession of directors.

3.4. Mission and powers

The board of directors shall be vested with the most extensive powers under the law to manage the Company and shall use said powers to chart the Company's strategy, delegate operational management appropriately and oversee the operational implementation of the strategy by the executive management. It shall to that end strive for sustainable value creation by developing an inclusive approach that strikes a balance between the legitimate interests and expectations of shareholders and other stakeholders.

The core tasks of the board of directors shall be to:

  • define Montea's medium and long-term strategy, risk profile and, in particular, the sectors and geographical area of activity in line with the relevant legal requirements;
  • approval the operational plans and main policies developed by executive management so as to implement the approved strategy of the company;
  • approve important investment decisions, in line with legal requirements;
  • determine the Company's risk appetite in order to achieve the Company's strategic objective;
  • monitor and approve periodic financial information;
  • supervise the executive management, in particular in light of the monitoring of the strategy;
  • approve the information to be disseminated to the public;
  • propose the appropriation of profits;
  • appoint the independent real estate experts within the meaning of the REIT Act;
  • approve the internal control and risk management framework and assess the implementation thereof;
  • assess the Company's compliance with applicable laws and other regulations, as well as the application of internal guidelines in this regard;
  • approve and conduct an annual review of the code of conduct (see Annex 1) which sets out the expectations for the leadership of the Company as well as for the employees with regard to responsible and ethical behaviour and which also supports the Company's strategy;
  • engage in dialogue with shareholders and potential shareholders through appropriate programmes for investor relations;
  • decide on the powers entrusted individually or collectively to the CEO and/or other members of executive management and on a clear delegation policy;
  • devise a Company remuneration policy for non-executive directors and executive management, taking into account the Company's general remuneration framework;
  • draw up and conduct an annual assessment of a succession plan for each member of the executive management and each member of the board of directors;
  • decide on the remuneration of the members of the executive management (including the CEO) on advice from the remuneration and nomination committee and assess annually the performance of the members of the executive management and the attainment of the Company's strategic objectives against the agreed performance measures and targets;
  • be available for advice to the executive management, including outside meetings;

5

Pour lire la suite de ce noodl, vous pouvez consulter la version originale ici.

Disclaimer

Montea COMM.VA published this content on 28 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 November 2021 08:52:11 UTC.

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