Skip to website navigation Skip to article navigation Skip to content

Report of the Supervisory Board

A page refresh occures when a subject is selected.

Skip article navigation.

Report of the Supervisory Board

The Supervisory Board hereby offers the 2021 annual report of Bouwinvest Real Estate Investors B.V. (Bouwinvest), which includes the financial statements for 2021. The Bouwinvest Executive Board of Directors prepared the annual report, Deloitte Accountants B.V. has audited the financial statements and provided an unqualified auditor’s report (see the auditor’s report chapter). The Supervisory Board discussed the annual report with the Executive Board of Directors, in the presence of the external auditor. Partly on the basis of these discussions, the Supervisory Board concluded that the annual report meets all the rules and requirements in the field of governance and transparency. The report provides an accurate and complete picture of the results, risks and events that the Supervisory Board oversees.

The financial statements will be submitted to the Annual General Meeting of shareholders (AGM) for adoption on 12 April 2022, as part of the 2021 annual report. The Supervisory Board proposes that the meeting adopt the financial statements and, as proposed by the Executive Board of Directors, to add part of the profit to Bouwinvest’s shareholders’ equity and pay out part as dividend. The Supervisory Board proposes that the AGM discharge the Executive Board of Directors for their management and the Supervisory Board for their supervision of said management, and that the AGM adopt the financial statements.

1. Supervision

The Supervisory Board supervises and advises the Executive Board of Directors in the setting and realisation of it strategic targets. In this report, the Supervisory Board explains how it fulfilled its role in the year under review.

Covid-19 pandemic

Last year was once again dominated by the Covid-19 pandemic and its consequences. However, despite the limitations imposed by the pandemic, last year was a good both for investments and the internal organisation. Bouwinvest staff worked largely from home. The management devoted a great deal of attention to internal collaboration and (digital) social interaction with and between employees. The Supervisory Board was periodically informed about the pandemic in relation to the investments and the organisation itself.

Bouwinvest Strategic Plan

In the year under review, the Board discussed in detail the implementation of Bouwinvest's Strategic Plan 2020-2022, which was approved on 11 May 2020. The core of the strategy is the evolution of Bouwinvest from a real estate investor to a broad real estate investment manager with a broad client base. Anchor investor bpfBOUW’s target allocation for real estate investments still offers sufficient scope in a number of markets, but also has its limits. Further growth is necessary to enable Bouwinvest to diversify, to offer the organisation’s human capital prospects and to continue to create sufficient scale and maintain a solid market position: 'Moving up to the next level'. This will require the expansion of the client base and continued professionalisation and strengthening of the organisation.

The Strategic Plan consists of three pillars: professionalisation, responsible business and controlled growth.

Professionalisation

Professionalisation is a prerequisite for Bouwinvest’s advancement to investment manager. This pillar focuses on improving the organisation, improving operations and support services and the continued development of data science. Last year, Bouwinvest completed numerous projects across the company as part of the improvement and professionalisation of the organisation, and these efforts will continue in 2022. The continued implementation of risk management also demanded a great deal of attention from the organisation in 2021. The Supervisory Board monitored the progress on the implementation of the Risk Roadmap. Bouwinvest also made solid progress on the IT, cybersecurity, HR and operational excellence fronts. In addition, the company completed the design of a modified IAD function, in line with current requirements on this front.

Responsible business

Responsible business encompasses Bouwinvest's ambition to achieve social returns in addition to financial returns. Bouwinvest's 'Real Value for Life' purpose encompasses both these elements. Bouwinvest's focus includes the following United Nations Sustainable Development Goals (SDGs). These are SDG number 3 (Good health and well-being), number 7 (Affordable and clean energy), number 8 (Decent work and economic growth), number 11 (Sustainable cities and communities) and number 13 (Climate action).

In 2021, Bouwinvest conducted a survey among its various stakeholders to ask about their financial and social priorities. The results of this survey are included in the materiality matrix in this annual report. Reducing CO₂ emissions, energy labels, the reduction of energy consumption , solar panels and climate-proof buildings are all key priorities. In 2021, Bouwinvest conducted climate risk assessments for both its Dutch and international investments. The Board was given extensive information about this in a deep dive.

Controlled growth

Real estate is a key alternative asset class and a growth market in view of the building challenge both in the Netherlands and elsewhere. The figures in this report show that both entrusted and invested capital increased once again in the year under review. Bouwinvest currently invests in real estate on behalf of 36 pension funds, insurers and charities.

Last year, Bouwinvest revised the fund conditions of the Residential Fund, the Office Fund and the Retail Fund, following extensive dialogue with the investors in these funds. As a result, the fund terms are once again fully in line with market practices.

Bouwinvest regards the expansion of its client base and entrusted capital as a prerequisite for its continued success in the long term. The Supervisory Board therefore endorses the importance of continuous improvement of its existing products and the development of new products for institutional investors, both Dutch and international. In addition to continued growth of the Dutch Residential Fund, Office Fund and Retail Fund, Bouwinvest also wants to develop new products for institutional investors, both focused on the Netherlands and on a pan-European level. In a themed session, Bouwinvest informed the Board about market developments and the continued development of specific markets and products.

Bouwinvest has translated its strategy into strategic objectives, KPIs and milestone planning. The Executive Board of Directors as a whole is responsible for the realisation of the strategy, and a member of the board bears primary responsibility for the individual strategic objectives. The strategic goals are laid down in clear targets. The Executive Board of Directors periodically reports to the Supervisory Board on the progress of the strategy. If necessary, the Board takes additional actions in consultation with the Executive Board of Directors.

The Supervisory Board discussed the extensive quarterly reports, enabling it to form a complete picture of the realisation of the strategic objectives, the stakeholder value and the finances of the Bouwinvest management company.

SIRA

The Board discussed the annual SIRA, or systematic integrity risk analysis. The report provides a clear overview of the integrity risks and the mitigating measures taken by the organisation.

Procuration regulation

The Board discussed and approved the new procuration regulation.

The Board rated the provision of information to the Supervisory Board as adequate.

2. Composition of the Supervisory Board and evaluation

Composition of the Supervisory Board

In 2021, the Supervisory Board consisted of two female members and two male members. With four members, the Board is of adequate size.

At year-end 2021, the Executive Board of Directors consisted of one female member and four male members. The Supervisory Board and the Executive Board of Directors will make every effort to also achieve a distribution of seats on the Executive Board of Directors that is as diverse as possible. You will find more personal details on each member of the Supervisory Board in the next section of this annual report.

The profile of the Supervisory Board was updated in 2018.

Composition of the Supervisory Board and its committees
 

J.A. Nijhuis

J.H.P.M. van Lange

G.E.A. Reijnen

W.B. Verschoor

Supervisory Board

• (chair)

Audit, Risk & Compliance Committee

 

• (chair)

 

Selection & Remuneration Committee

 

• (chair)

 
Division of the areas of expertise of the Supervisory Board
 

J. Nijhuis

J. van Lange

G. Reijnen

W. Verschoor

Year of birth and nationality

1957, Dutch

1956, Dutch

1967, Dutch

1974, Dutch

Year of first appointment

2019

2019

2019

2019

     

Areas of expertise

    

Real estate

 

·          

 

·          

Investment Management

 

·          

·          

·          

Finance / Accountancy

·          

·          

·          

·          

Risk Management

 

·          

 

·          

Corporate Governance

·          

·          

·          

·          

CSR

·          

·          

·          

·          

Human Resource Management

·          

 

·          

 

All the members of the Supervisory Board are independent according to the criteria laid down in the regulations of the Supervisory Board.

Evaluation

In late 2020, the Supervisory Board commissioned an external party to help the Board perform its self-evaluation. This evaluation report was discussed in the Supervisory Board in early February 2021 and subsequently with the Executive Board of Directors in a physical meeting. The main focus was on the reciprocal expectations of each party's role and performance. In October, a follow-up physical session was held to discuss progress and to deepen the discussion based on each person's profile. These sessions proved valuable in terms of personal interaction, especially since almost all of the regular meetings were held digitally.

The Supervisory Board conducted its annual self-evaluation in early 2022. The Supervisory Board has a clear picture of its mandate and responsibilities and has the right mix of experience and knowledge. The Supervisory Board functions well as a team, with sufficient diversity, knowledge of the business and differences in style. There is open, honest and timely communication between Supervisory Board members. The Executive Board of Directors generally communicates with the Supervisory Board in an open, honest and timely manner. It is possible that the Board has slightly too little understanding of the pressure of work in the organisation. Bouwinvest is a small organisation with limited resources, which is expected to do a great deal and professionalisation is becoming more demanding due to (financial) regulatory requirements. The involvement of the Supervisory Board in strategy development and risk management was good. The Audit, Risk and Compliance Committee and the Selection and Remuneration Committee function effectively.

3. Other matters

Appointments

Members of the Executive Board of Directors

There were no appointments of members of the Executive Board of Directors in 2021.

Members of the Supervisory Board

There were no appointments or reappointments of members of the Supervisory Board in 2021. The general meeting appointed Jos van Lange as vice-chairman of the Supervisory Board as of 1 June 2021.

Meetings of the Supervisory Board
 

J.A. Nijhuis

J.H.P.M. van Lange

G.E.A. Reijnen

W.B. Verschoor

Supervisory Board

7 of 7

7 of 7

7 of 7

7 of 7

Audit, Risk & Compliance Committee

 

6 of 6

 

6 of 6

Selection & Remuneration Committee

4 of 4

 

4 of 4

 

Meetings

Supervisory Board

The Supervisory Board met a total of seven times in 2021. The members of the Executive Board of Directors attended all of these meetings. Prior to the regular meetings, the Supervisory Board held its own consultations. Above you will find an overview of the number of meetings of the Board and its committees, together with the attendance record of the members of the Board. In connection with the Covid-19 restrictions, the meetings of both the Board and its committees were largely held online in 2021.

In addition to these meetings, the chair and the other members of the Supervisory Board consulted regularly with the members of Bouwinvest’s Executive Board of Directors.

Last year saw regular consultations involving the chair of the Supervisory Board, the chair of Audit, Risk & Compliance committee, the chairs of the board and the director of the management committee of stichting Bedrijfstakpensioenfonds voor de Bouwnijverheid (bpfBOUW) and the Bouwinvest CEO and CFRO.

As the member appointed upon the nomination of the Works Council, supervisory director Wendy Verschoor acts as the liaison between the Board and the Works Council. She talked to the Works Council on a regular basis.

Audit, Risk & Compliance committee

The Audit, Risk & Compliance committee consists of the members Jos van Lange (chair) and Wendy Verschoor. The committee met a total of six times in 2021.

The committee discussed the annual results, the reports of the external auditor and any interim observations. The committee also met with the auditor in the absence of the Executive Board of Directors. The committee also advised the Supervisory Board on the performance of the external auditor. The committee considered the performance of the auditor to be good.

The committee discussed the Risk Management, Compliance and Internal Audit reports. Last year, the Committee once again devoted a great deal of attention to the continued development of the risk management framework to the next level of maturity. On the basis of the next level risk management 'roadmap', the Committee monitored the progress in the implementation of the roadmap.

In view of Bouwinvest's growth and continued professionalisation, which is focused on the strategy, the ongoing implementation of the Three Lines Model and corporate governance, the committee also looked at whether the current scope of the internal audit function and the products delivered by the internal audit function are still sufficiently aligned with each other. The results of this study showed that a future-proof audit function will require a number of changes, which the organisation will now implement. The plan for this was discussed and endorsed.

The Board also devoted attention to cybersecurity. Bouwinvest is implementing an integrated cybersecurity programme based on three pillars: business, bytes and behaviour. New measures are being phased in to develop and strengthen cybersecurity. The committee was given extensive information about this in a deep dive.

Selection and Remuneration committee

The Selection and Remuneration committee consists of the members Gabriëlle Reijnen (chair) and Jos Nijhuis. The Selection and Remuneration committee met a total of four times in 2021.

The committee discussed the new HRM policy for the organisation, which is seen as an important pillar for the implementation of Bouwinvest's strategic plan. The core theme of this policy is 'shape and develop': sustainable development is important for Bouwinvest's future. If it is to realise its strategic plan, it is important that Bouwinvest be and remain an attractive employer. The results of the periodic employee satisfaction survey became available at the end of the year. The committee will discuss the recommendations and actions resulting from this at a later date.

The committee also discussed the new structure of the remuneration policy for the Executive Board of Directors. This remuneration policy has been completely revised and updated. In addition, the committee drew up the remuneration policy for the Supervisory Board. At the committee’s proposal, the Supervisory Board discussed the remuneration policies for the Executive Board of Directors and the Supervisory Board and these were adopted by the general meeting on 21 April 2021. A number of compliance regulations, including the privacy policy, the gifts and events regulation and the private investments regulation, were submitted to the committee for its opinion.

The committee discussed the 2021 target realisation and remuneration of the members of the Executive Board of Directors, together with the target setting for 2022. The Selection and Remuneration Committee conducted evaluation interviews with all members of the Executive Board of Directors. You will find additional details in the renumeration report.

A word of thanks

The Supervisory Board would like to thank the members of the Executive Board of Directors and all Bouwinvest employees for their commitment and engagement and for the good results achieved last year for both the investment portfolios and the organisation, despite the constraints imposed once again by the Covid-19 pandemic in 2021.

Amsterdam, 1 April 2022

The Supervisory Board
Jos Nijhuis
Jos van Lange
Gabriëlle Reijnen
Wendy Verschoor