Qrf has prepared its Corporate Governance Charter taking into account the Belgian Corporate Governance principles, which are reflected in both the 2009 Governance Code and the Belgian Companies Code.
For the preparation of its Corporate Governance Charter, Qrf remained faithful to the Belgian Corporate Governance principles contained in the 2009 Governance Code, except as regards the following elements:
Deviating from principle 3.19 till 3.21 of the 2020 Governance Code, no formal secretary shall be appointed in view of Qrf’s size, its activities and the efficiency of its decision-making process. For the same reasons, Qrf does not have an internal corporate lawyer and will appeal to specialist external legal advice where it deems such would be appropriate and necessary.
Deviating from principle 7.6 of the 2020 Governance Code, non-executive Directors do not receive variable performance-related remuneration directly linked to the Company’s results. This recommendation in the Code 2020 is new and also not well established among Belgian listed companies in general or more specifically in the GVV sector. The Company is of the opinion that the judgement of the directors is not affected by the absence of remuneration in shares.
Qrf and the Statutory Manager shall comply with the recommendations of the 2020 Governance Code and the legal provisions on corporate governance by applying these mutatis mutandis to the governance organisation within the Statutory Manager. Being the governing body of Qrf ’s manager, it is after all the board of directors of the Statutory Manager who decide collegiately on Qrf ’s values and strategy, its willingness to take risks and the key policies and who supervise Qrf in a collegiate manner.
The Board of Directors of the Statutory Manager has approved the Corporate Governance Charter on November 26, 2013. It was last revised on May 18, 2021. This also includes three appendices, namely: (i) the independent director criteria, (ii) the Dealing Code, (iii) the list of reserved competencies and (iv) the remuneration policy.
Qrf ’s corporate governance charter takes into account the particular obligations to which Qrf is subject as a Regulated Real Estate Company (RREC). A copy of the corporate governance charter can be obtained at the registered office of the Statutory Manager free of charge.