Vastned confirms the importance of good corporate governance as a basis of trust between the company and its shareholders. In the interests of the transparency that is inextricably linked to corporate governance, Vastned describes herewith how its corporate governance functions, and the extent to which the company complies with the Dutch Corporate Governance Code (the Code). The Supervisory Board has taken note of the amended Dutch Corporate Governance Code as published in December 10, 2008, and has incorporated it in various regulations.
Vastned endorses the Code and its principles and currently complies with virtually all best-practice principles of the Code. At present, Vastned deviates from the principles and best-practice principles as formulated in the Code on one point. The deviation is:
– Limitation of dismissal pay to a maximum of one year’s salary:
One member of the current Board of Management was appointed before the publication of the (draft) Code. When concluding the employee contract, a dismissal scheme was agreed which took into account the number of years of service with previous employers. This scheme will result in compensation of more than one year’s salary.
The documents that determine the corporate governance structure, such as the Articles of Association and the regulations of the Supervisory Board, as well as the registration document in the context of the Act on the Supervision of Investment Institutions, have been made available on the company’s website www.vastned.com.
Members of the Supervisory Board and the Board of Management hold shares in Vastned only for long-term investment; the shares were purchased at their own cost. When purchasing and selling shares, they act in accordance with the regulations adopted by the company as meant to in Article 5, paragraph 65 of the Financial Supervision Act. Transactions are also reported to the Authority for the Financial Markets (www.afm.nl) in accordance with relevant regulations. Furthermore, Vastned has drawn up regulations in respect of trade in publicly listed securities. Transactions by members of the Supervisory Board, the Board of Management and other Vastned employees are reported to Vastned’s compliance officer.
Transactions of members of the Board of Management
Vastned has not entered into any transactions with any of the members of the Board of Management other than those that arise from their employment contracts.
Conflicting interests of members of the Board of Management
None of the members of the Board of Management has entered into competition with Vastned in any way. No payments have been made by Vastned to the members of the Board of Management or their family members, no unjustified benefits have been provided to third parties by any member of the Board of Management, nor have any business opportunities been provided by Vastned to either a member of the Board of Management or his family. In the context of the corporate governance pursued by Vastned, the members of the Board of Management declare to comply with the Code in all abovementioned cases.
Loans to members of the Board of Management
Vastned has not provided loans to its members of the Board of Management, nor have the members of the Board of Management provided loans to Vastned.
Independence of members of the Supervisory Board
None of the members of the Supervisory Board is or has been a member of the Board of Management or employee of Vastned or of any company associated with it. No member has received fees other than for the membership of the Supervisory Board nor had a major business relationship with Vastned or any associated company during one year preceding appointment. None of the members of the Board of Management is a shareholder, member of the Board of Management or Supervisory Board member of a company that holds at least 10% of the shares in Vastned. The above also applies to the direct family members of the respective members.
Conflicting interests of members of the Supervisory Board
A member of the Supervisory Board reports a material conflicting interest to the chairman of the Supervisory Board. In the context of the corporate governance pursued by Vastned, the members of the Supervisory Board state that they shall comply with the Code and the respective member shall refrain from participation in the discussion of and decisions on the matter in which the member has a conflicting interest. In addition, transactions involving a conflicting interest will be agreed under conditions customary in the industry. Decisions on entering into transactions with major shareholders, i.e. shareholders holding more than 10% of the issued share capital of Vastned, must be approved by the Supervisory Board and are entered into under conditions customary in the industry. Vastned at present does not have a delegated Supervisory Board member. In prevailing cases, the Supervisory Board shall act in compliance with best-practice provisions III.6.6 and III.6.7 of the Code.
Loans to members of the Supervisory Board
Vastned has not supplied loans to any member of the Supervisory Board, nor has any member of the Supervisory Board supplied loans to Vastned.