The Board and
Board Committees
Board of Directors
Board Composition
The Board comprises eight Independent Non-Executive Directors, one Non-Independent Non-Executive Directors, and three Executive Directors. The roles of Chairperson and Chief Executive Officers (‘CEO’) are clearly separated to ensure a balance of power and prevent any director from exercising unfettered powers of decision-making. The Board meets regularly and is responsible for strategy, approving major matters, performance and the framework of internal controls. The Board has a formal schedule of matters specifically reserved to it for decision. Responsibility for the day-to-day operations of subsidiary companies is delegated to management. The directors’ varied backgrounds and experience gives NEPI Rockcastle a good mix of knowledge and expertise necessary to manage the business effectively. Further to this, a clear division of responsibilities at Board level is in place to ensure a balance of power and authority, such that no one individual has unfettered powers of decision-making.
Appointment of Directors
Directors are appointed by the Board or at the annual general shareholders’ meeting. Board appointed directors need to be re-appointed by the shareholders at the company’s next annual general meeting. The longest serving third of the directors must be re-appointed by the shareholders annually. The appointments are conducted in a formal and transparent manner by the Board as a whole, following recommendations made by the Nomination Committee.
Directors Remuneration
Remuneration policy is aligned with the strategic objectives of the Group to create long-term sustainable value for shareholders. Executive salaries are competitive and increases are determined with reference to individual performance, inflation and market-related factors. Participation in the Share Incentive Plan is restricted to key employees and Executive Directors and their nominees. Directors’ Share Incentive Plan awards are set annually by the Remuneration Committee, based on individual performance. The Remuneration Committee acts in accordance with the pre-set terms of its Charter.
Directors Dealings
Board Committees
Board Committees composition
Without abdicating accountability, the Board delegates certain functions to well-structured committees, comprised of part of its Directors. Taking into account its role and responsibilities, the Board considers that the following Committees are necessary to properly discharge some of its duties:
The role of each Committee, together with responsibilities, accountabilities, operating guidelines are documented in the Committees Charters. All Charters are approved by the Board and shall be reviewed periodically, considering regulatory guidance and industry best practices, to ensure the Board and its Committees are adaptive and responsive to new requirements and continue to practice strong oversight.
Audit Committee
Chairman: Andreas Klingen
Members: Andre van der Veer, Antoine Dijkstra, Ana Maria Mihaescu
The Audit Committee is established to assist the Board in discharging its duties related to overseeing the combined assurance model at group level, respectively:
- ensure the safeguarding of assets;
- monitor the adequacy of the internal control system;
- monitor the preparation of interim and annual financial reports and statements that fairly present the results in compliance with all applicable legal requirements and accounting standards;
- nominate external auditors whose appointment is subject to shareholders’ approval;
- interact with internal and external auditors.
Investment Committee
Chairman: Andre van der Veer
Members: Steven Brown, Jonathan Lurie, Rüdiger Dany, Marek Noetzel, George Aase
The role of the Investment Committee is to consider potential investments (including mergers and acquisitions, listed securities, capital expenditure for developments or extensions, purchases of land) and disposals, in line with the strategic goals of the Group.
Further to such analysis, the investments or disposals, shall be either approved by the Investment Committee – if within its mandate – or shall be further submitted to the Board for consideration and approval.
Remuneration Committee
Chairman: Andries de Lange
Members: George Aase, André van der Veer, Ana Maria Mihăescu
The role of the Remuneration Committee is to support the Board in discharging its responsibilities related to the Group remuneration policy and remuneration approach. The Remuneration Committee objectives are to:
- oversee the Group’s remuneration policy while ensuring that the main principles and performance indicators are aligned to the Board’s vision, values and overall business objectives and are designed to motivate the Directors and employees to pursue the Group’s growth and success;
- monitor implementation and administration of the remuneration policy;
- annually review and recommend to the Board the remuneration to be paid to non-Executive Board members;
- annually review and recommend to the Board the remuneration for Executive Directors in accordance with the remuneration policy and targets achieved;
- ensure staff and Directors’ remuneration is aligned with market trends and the Group’s strategy.
Risk and Compliance Committee
Chairman: Antoine Dijkstra
Members: Steven Brown, Jonathan Lurie, Andre van der Veer
The Risk and Compliance Committee is established to assist the Board in:
- exercising oversight over enterprise risk and compliance management processes;
-
ensuring the Group has implemented an effective approach for risk management that will enhance its ability to achieve its strategy and business objectives.
The Risk and Compliance Committee will ensure that the enterprise risk management and compliance processes are widely disseminated throughout the Group, are integrated into its day-to-day activities, and that risk assessment is performed on a continuous basis.
Nomination Committee
Chairman: George Aase
Members: Andries de Lange, Andreas Klingen, Antoine Dijkstra, Jeanine Holscher
The Nomination Committee is established to support the Board in discharging the following duties:
- identify suitable Board candidates in order to fill vacancies, based on the criteria defined in the Board Profile Paper to ensure the appropriate mix and diversity;
- ensure that there is a succession plan in place for key Board members;
- formally assess the independence of Non-Executive Directors;
- arrange the evaluation of the performance of the Board and Committees on a biennial basis;
- arrange for an appropriate training and development programme for Board members, as well as an induction programme for newly appointed Directors.
Sustainability Committee
Chairman: Ana Maria Mihăescu
Members: Andreas Klingen, Antoine Djikstra, Steven Brown, Eliza Predoiu, Jeanine Holscher
The Sustainability Committee oversees and reports on the Group’s organisational ethics, responsible corporate citizenship (including the environment, health and public safety, the impact of the Group’s activities and of its products or services), sustainable development and stakeholder relationship management. The Committee oversees how the consequences of the Group’s activities and outputs affect its status as a responsible corporate citizen. This oversight is performed against targets included in the sustainability strategy, covering the following areas: