Report of the Supervisory Committee

Chairman’s Statement

We are pleased that the upward trend that resulted in a very successful 2015 was continued in 2016, with an excellent result of € 537 million. This result was based on solid operational management, as well as on the strong development of the Dutch residential market.

In our 2015 report, we indicated that we believed that Vesteda should continue along the path of improvement in order to achieve its long-term ambitions. In 2016, we noted that the Managing Board and the Management Team were committed to implementing and executing changes needed to continue to achieve such improvements.

A notable highlight in this respect was Vesteda’s Green Star status following the GRESB Benchmark Report 2016. After a disappointing last place in 2015, the management wanted to do better in 2016 and the results of this effort were excellent. CSSR (Corporate Sustainability and Social Responsibility) is now embedded in all of Vesteda’s business processes and projects and the Supervisory Committee is committed to making sure Vesteda continues to focus on this topic.

Improving a business can also mean doing things differently. Consequently, 2016 was a year in which Vesteda took the difficult decision to restructure its organisation and to close the office in Maastricht. Whilst the Supervisory Committee endorses the rationale for the decision and approved it, we are fully aware of the negative consequences this move had for a significant part of Vesteda’s staff. The Supervisory Committee will continue to closely supervise the execution of the transition throughout 2017.

Vesteda’s achievement of its goals and objectives is underpinned by sound governance. We devote considerable time and attention to the reshaping of Vesteda’s top-level governance to align with the changes in the organisation. In addition, the Supervisory Committee followed a sound and successful process to recruit a new CFO, while engaging an experienced interim CFO in the meantime.

The Supervisory Committee itself also went through a number changes last year. Per 1 April 2016, we bade farewell to Chairman Mr. De Boo, a major contributor to the functioning of the Supervisory Committee for a period of nine years. We also welcomed Mr. Copier as a new member. At the end of the year, Mr. De Groof (successor to Mr. De Boo) stepped down as Chairman due to his acceptance of a full-time executive position outside the Netherlands, which he felt was incompatible with his supervisory role at Vesteda.

Last but not least, the Supervisory Committee received a considerable number of investment proposals throughout the year. We were impressed with the number of transactions that were successfully pursued last year.

Overall, Vesteda is on a solid path towards making its business future proof and will continue along this path in 2017.

I would like to conclude by thanking my fellow Supervisory Committee members for their commitment and diligence during 2016. Together, we would like to thank the Company’s CEO, Gertjan van der Baan, the CFO, Frits Vervoort, the interim CFO, Rob Vroom, and the members of the Management Team and all employees for making 2016 another successful year.

Peter Kok
Chairman of the Supervisory Committee

Supervisory Committee

Focal Points

The main task of the Supervisory Committee is to supervise the management carried out by the manager and the general course of the fund, as described in more detail in the section 'Governance and risk management' of this annual report.

In exercising its tasks in 2016, the Supervisory Committee placed special emphasis on the following topics:

  • Recruitment: the process of recruiting an interim CFO and a new CFO

  • Reorganisation & governance: the restructuring of Vesteda’s management organisation, the related governance changes and the closing of the Maastricht office

  • Acquisitions and Strategy: the review of investment proposals

The above-mentioned topics will be set out below in more detail, in addition to further matters addressed by the Supervisory Committee throughout the year.

Meetings and Attendance Record

The Supervisory Committee comprises of Mr. Copier, Mr. De Die, Mrs. Van den Herik and Mr. Kok (Chairman), all of whom are deemed independent in the sense described in the Supervisory Committee’s by-laws. Mr. Copier joined the Supervisory Committee in February, while Mr. De Boo’s tenure ended on 1 April 2016. Mr. De Groof was the Chairman throughout 2016. He stepped down as per 31 December 2016, due to his acceptance of a full time executive position outside the Netherlands, which he felt was incompatible with his supervisory role at Vesteda.

In 2016, the Supervisory Committee met 15 times, 10 times in person and five times via conference call. All of these meetings were attended by the Managing Board and 11 were attended by (members of) the Management Team. In addition, the Supervisory Committee met without the Managing Board present, among other things to perform its self-assessment.

Below you will find an overview[1] of the attendance record per member[2] of the Supervisory Committee:

Overview of attendance record Supervisory Committee

 

Supervisory Committee

Audit Committee

Nomination & Remuneration Committee

Hans Copier

10 out of 14

n.a.

2 out of 3

John de Die

13 out of 15

6 out of 6

n.a.

Seada van den Herik

15 out of 15

n.a.

3 out of 3

Peter Kok

12 out of 15

4 out of 6

n.a.

    

Maarten de Groof

14 out of 15

n.a.

1 out of 1

Kees de Boo

2 out of 2

n.a.

1 out of 1

  • 1Attendance is expressed as the number of meetings (including conference calls) attended out of the number eligible to attend.
  • 2Mr. De Groof resigned per 31 December 2016.

The activities of the Supervisory Committee in 2016 are summarised in the schedule below:

Supervisory Committee activities 2016

 

Q1

 

Q2

 

Q3

 

Q4

M&A Strategy

Reorganisation and governance

Nomination CFO

Investment proposals

Targets and bonus managing board and MT

Recruitment CFO

Investment proposals

Business plan 2017-2021

Organisation and governance

Acquisition larger portfolios

Q2 report

Q3 report

Internal Audit

Targets and bonus managing board & MT

Acquisition larger portfolios

Litigation

Financial statements and allocation of net income

Q1 report

Compliance

Compliance

Q4 2015 report

Risk management

CSSR

Departure and replacement Chairman

Search CFO

IT strategy

    

CSSR

High Performance Organisation

    
  

Investment proposal

    

You will find additional information on the role and functioning of the Supervisory Committee and its committees in the section 'Governance and risk management' of this annual report.

Recruitment

At the end of 2015, it was announced that Vesteda’s CFO and managing director at the time would be stepping down in good mutual consultation with Vesteda. The Supervisory Committee recognised the urgency to find an immediate replacement to ensure the continuity of the overall management of the company and initiated an intense process to engage an experienced interim CFO. This resulted in the nomination of Mr. Rob Vroom, who has an extensive record in real estate, for appointment by the participants. The participants voted unanimously in favour of this appointment. By ensuring this expeditious succession for a period of a year, the Supervisory Committee gave itself ample time to search for a long-term successor.

The Supervisory Committee decided to engage an external search agency to find ample candidates from which it could make a selection. Together with the recruiter, the Supervisory Committee drafted a profile for the position of CFO, taking into account the profile set out in the Terms and Conditions of the fund. In addition to professional competences, the focus of this profile was on personal qualities, personality and fit with the current management. The Supervisory Committee followed a diligent interview process to find the most suitable candidate for the position. This resulted in the unanimous appointment of Mr. Vervoort as the new CFO by the participants.

Following the resignation of Mr. De Groof, the Supervisory Committee has appointed Mr. Kok as new Chairman and started the recruitment process for a new member of the Supervisory Committee, which at the time of this report is still in progress. The Supervisory Committee is expected to be back at full strength of five members in the course of 2017.

Reorganisation & Governance

At the beginning of Q2, the Managing Board presented the Supervisory Committee with a concrete proposal for the restructuring of the Vesteda Investment Management B.V. organisation, which included the following measures: a) maintaining a statutory Managing Board of two managing directors (CEO and CFO) and decreasing the Management Team to three persons; b) integrating tactical asset management activities and property management into one division, Operations; c) creating the division Portfolio Strategy; d) integrating financial processes and departments, and e) relocating activities from Maastricht to Amsterdam.

The Supervisory Board recognised the rationale behind the proposal, which included: cultural change to High Performance Organisation, the enhancement of management focus, centralisation, the clear assignment of responsibilities and tasks and the introduction of shorter lines of communication. Following detailed discussions, the Supervisory Committee approved the proposal at the end of May, after which the Managing Board informed employees. At the time of writing this report, the execution of the reorganisation is in full progress. The Supervisory Committee will continue to monitor this process closely in 2017, particularly the impact on the organisation and its employees.

In light of the reorganisation, the Supervisory Committee also reviewed the structure of the top management of the fund manager. In consultation with the Managing Board, the Supervisory Committee approved the retention of two managing directors while reducing the Management Team to three persons. The Managing Board consulted the Supervisory Committee on the proposed Management Team members and the Supervisory Committee deemed them a good fit for their respective positions.

Acquisitions and Strategy

At the beginning of the year, the Supervisory Committee was presented with Vesteda’s portfolio strategy, elaborating on the acquisition targets that were set out in the Business Plan 2016-2020 as approved by the participants in the December 2015 meeting. The targets are ambitious and in addition to the acquisition of residential complexes, also require the acquisition of portfolios and potentially the acquisition of peer companies. The Supervisory Committee approved plans to pursue certain opportunities as identified by management.

The Supervisory Committee also received a more detailed explanation of the annual return rates as set for new investments and to what extent they are competitive in the market.

The Supervisory Committee was also presented with concrete investment proposals in line with the fund’s Terms and Conditions, which require the approval of the Supervisory Committee for investments exceeding € 10 million. These proposals included, among others, the acquisition of a large portfolio in Amsterdam and projects in Purmerend, Haarlem, Arnhem, Leiden and the additional purchase of property in the Leidsche Rijn Centrum project, which the Supervisory Committee visited. While the Supervisory Committee was pleased to see the success of the Acquisitions team, it has reiterated that management should remain critical of each investment opportunity.

Finance and reporting

The 2015 financial statements and the 2015 annual report were discussed in the presence of Vesteda’s auditor. The auditor was very positive regarding the cooperation with Vesteda’s management. There were no material accounting differences. The auditor informed the Supervisory Committee of the impact of the AIFMD license on the reporting to the AFM, resulting in the need to provide the AFM with stand-alone financial statements. In addition, the Supervisory Committee supported the more extensive, accrual-based reporting on remuneration.

The Supervisory Committee discussed the performance versus the budget on a quarterly basis. One notable development that was discussed was the increase of IT-related costs. The budget for 2016 did not sufficiently take into account the phased outsourcing of Vesteda’s IT to a third party, which resulted in unbudgeted costs. The Supervisory Committee received periodic updates on the IT transition throughout the year. With the recruitment of a new IT manager, the Supervisory Committee believes that the IT costs will be managed in a more structured way going forward. However, management did inform the Supervisory Committee that the structural costs of IT are likely to be higher than in past years, due to significant investments in improvements to the systems and the digitisation of processes.

The Supervisory Committee has also taken note of and discussed the one-off costs related to the reorganisation.

The Supervisory Committee discussed the results of the MSCI IPD/ROZ Residential Benchmark 2015. While Vesteda’s income return outperformed the MSCI benchmark, Vesteda’s capital growth underperformed. The Supervisory Committee was provided with an analysis of the results and underlying causes.

Following the actions taken in 2015 by Vesteda’s management, under direct supervision of the CEO, to improve Vesteda’s ranking in the GRESB Benchmark Report 2016, the Supervisory Committee was pleased to be informed that Vesteda had achieved Green Star status. Management has integrated CSSR throughout its Business Plan 2017 and the Supervisory Committee will continue to monitor the integration of CSSR in plans, investment proposals, etc.

In the fourth quarter of the year, the Managing Board consulted the Supervisory Committee on the content of the Business Plan for 2017-2021. The Supervisory Committee was able to provide its advice and deemed this to be a very efficient process. The Supervisory Committee supported the fact that the Managing Board also gave the participants the opportunity to express their views on certain strategic topics, such as the policy regarding the distribution of fund’s net income and the raising of equity at the informal Annual Participants’ Day.

In general, the Supervisory Committee deemed the reporting of the Managing Board on ongoing issues and actions taken adequate and had no reason to initiate further audits or investigations.

Organisation

In 2015, Vesteda’s management initiated an improvement plan (Vesteda Verbetert), which was rolled out throughout the organisation. The aim of this programme is to transform Vesteda into a High Performance Organisation focused on quality and improved business processes. The Supervisory Committee was informed of several projects, focusing on the improvement of processes within the finance and procurement departments. In addition, the Supervisory Committee was pleased to be informed of the project to redefine Vesteda’s mission, vision and company values. An update was necessary in light of Vesteda’s position in the market and its long-term ambitions. The Supervisory Committee was able to provide feedback on the initial results and fully supports the final outcome, as further outlined in the section Strategy and long-term objectives of this report.

The Supervisory Committee devoted considerable time and attention to the recruitment processes and organisational changes as described above. At Supervisory Committee level, the composition of the committees of the Supervisory Committee was adjusted due to the fact that Mr. Copier joined and Mr. De Boo left the Supervisory Committee. As part of his introduction, Mr. Copier was provided with background information on Vesteda, its structure, operations and terms, and followed an introduction programme, which included meetings with executives and other staff members to learn about Vesteda. Mrs. Van den Herik paid one-day working visits to four local offices to further acquaint herself with Vesteda’s business.

A recurring activity of the Supervisory Committee is determining the bonuses of the Managing Board and the Management Team and setting targets for the year ahead. The Supervisory Committee further approved the amendment of one company target (which applies to all employees), due to the fact that this target was affected by a decision of the Managing Board over which the employees had no influence. The Supervisory Committee deemed this a fair decision and ensured that the target in question did not apply to the Managing Board and Management Team.

In light of its ‘permanent education’, the Supervisory Committee met off-site with the Managing Board and the Management Team, focusing on innovation and developments relevant for Vesteda. Members of the Supervisory Committee also attended seminars for members of supervisory boards on a broad range of topics, such as innovation and governance.

Risk Management & Compliance

As a regulated real estate fund, risk management is an essential part of Vesteda’s day-to-day business. As such, the Supervisory Committee ensured that this topic was periodically addressed in the Audit Committee and that it was updated on this topic by the chairman of the Audit Committee. Further to the proposal of the Audit Committee, the Supervisory Committee approved creation of the position of Internal Auditor (who was appointed later in 2016).

Back in 2015, the Supervisory Committee was informed of certain deficiencies in the IT framework and the actions that had been taken to solve these issues. In 2016, the Supervisory Committee continued to monitor the developments in this respect, in particular the outsourcing of certain IT functionalities to a third party, plans to move to a “best of suites” landscape and the recruitment of a new IT manager.

The Supervisory Committee received periodic updates from the newly appointed Compliance Officer on regulatory and legal matters related to the business. The Supervisory Committee supports the enhanced focus on compliance in the year ahead.

Miscellaneous

The Supervisory Committee held meetings in the absence of the management, including meetings with the Risk Management Officer and the auditor. On various occasions, individual members of the Supervisory Committee met with senior officers of Vesteda to gain information on current matters. Several members attended meetings of the Works Council and emphasised their availability for discussions in light of the reorganisation that was announced in mid-2016.

The Supervisory Committee periodically discussed matters related to the Fund’s investor relations. In view of this, the Supervisory Committee joined the Annual Participants’ Day, which was attended by a large number of representatives of the Fund’s participants. On several occasions, members of the Supervisory Committee met with representatives of the participants on an individual basis. The Supervisory Committee agreed on a number of principles for all members to adhere to when interacting with the participants, such as informing the Managing Board of the outcome of these meetings.

The Supervisory Committee performed a self-assessment at the end of 2016, which was supported by an external advisor. The Supervisory Committee came to the conclusion that they work well together as a team and that they have sufficient access to Vesteda’s organisation to execute their duties. As a point of improvement, the members of the Supervisory Committee would like to improve the efficiency of meetings by pre-discussing matters to focus on during the meetings and reduce the number of staff at meetings.

Overall, the Supervisory Committee and the Managing Board worked well together in 2016. Information was provided in a timely fashion and was clear and sufficient enough for the Supervisory Committee to perform its duties. In addition, the Supervisory Committee has noted ongoing improvements in the management of the Fund, its organisation and (financial) reporting.

Audit Committee

The Audit Committee comprises Mr. De Die and Mr. Kok and met six times in the year under review. It discussed in detail the periodic and annual financial statements and the management letter and early warning memorandum of the auditor in the presence of the Fund’s CEO, CFO and external auditor. The committee discussed accounting issues and principal assumptions, judgments and valuations, and the external auditor reported his findings. The Chairman of the Audit Committee also met and spoke with the external auditor on several occasions in the absence of the Managing Board, in order to remain directly informed.

The Audit Committee discussed in more detail the effects of the AIFM license on the reporting requirements of the manager and the reporting on the remuneration of the Managing Board in the annual report. The latter has become more transparent as a result.

In the year under review, Vesteda appointed a new auditor, Deloitte. The Audit Committee led and supervised the transition from EY to Deloitte and was presented with Deloitte’s audit plan. For practical reasons, it was agreed that EY would continue to audit the ISAE process for 2016. Deloitte provided the Audit Committee with an update of its audit activities in the course of the year and stated that so far there were no material findings.

At the advice of the Audit Committee, the Managing Board presented an internal audit charter and related proposal to create an Internal Auditor position within Vesteda. The Audit Committee emphasised the importance of focusing on the cooperation between the Internal Auditor, the Risk Management Officer and the Compliance Officer. The proposal was eventually approved by the Supervisory Committee.

The Audit Committee devoted considerable time and attention to supervising the Fund’s refinancing activities in 2016 and the Supervisory Committee provided it with a mandate to do so. The Audit Committee approved the issuance of notes to the amount of € 100 million to refinance secured loans within the applicable framework and guidelines. This has contributed to a reduction of the asset encumbrance, the improvement of Vesteda’s corporate funding profile and increased disposal flexibility.

Every year the Fund is supposed to evaluate and, if required, adjust its risk management policy. The Audit Committee took note of some minor changes proposed and the general proposal not to amend the leading risks identified. The Audit Committee was pleased with the incorporation of CSSR in all aspects of the organisation and established the policy. The Audit Committee was periodically provided with Risk Management reports and was able to consult the Risk Management Officer on the results. Based on the reports, the Audit Committee advised the Managing Board to pay continuing attention to tax matters relating to all aspects of the Fund. The Audit Committee subsequently observed that the Managing Board took adequate measures in this respect.

The Audit Committee was periodically provided with reports drawn up by Intertrust, the mandatory depositary of the manager pursuant to the Alternative Investment Fund Managers Directive. On the basis of these reports, the Audit Committee ascertained that the cooperation with Intertrust is satisfactory.

A recurring topic on the agenda of the Audit Committee was the status of the Fund’s IT framework. The Audit Committee supervised the outsourcing of IT activities to an external service provider. Overall, the transition was successful, albeit with a number of operational hiccups in the process. The Audit Committee was also updated on the progress of the recruitment of a new IT manager. The Audit Committee fully supported the idea that a highly experienced manager should be recruited to take IT to a higher level within the organisation and make it the internal business partner it should be.

The Audit Committee discussed the outcome of several internal audits and took note of the Internal Audit Plan for 2016. The newly appointed Internal Auditor presented her first findings and plans to further improve the risk/control framework.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (“NR Committee”) comprises of Mrs. Van den Herik and Mr. Copier and met four times in 2016.

The members of the NR Committee were heavily involved in the recruitment of the new CFO. The NR Committee evaluated the process and deemed that it was executed diligently with the right checks and balances.

In preparation for the meetings of the Supervisory Committee, the NR Committee discussed with the Managing Board the proposed amendments to the organisational structure. The reorganisation was eventually approved by the Supervisory Committee. The NR Committee will continue to monitor the transition to the new organisational structure, and in particular the impact on the employees and the mitigation of operational risks related to the transition.

The NR Committee was informed by the HR director on the progress made with the “Vesteda Verbetert” improvement programme, which was introduced in 2015 and is aimed at transforming Vesteda into a High Performance Organisation (“HPO”). This led to the improvement of several processes within the organisation. The NR Committee has emphasised that it is important that the HPO concept forms an integral part of the organisation and the workforce. Due to the reorganisation, the programme will be adjusted accordingly.

The CEO and HR Director have periodically updated the NR Committee on their meetings with the Works Council, particularly in light of the reorganisation that was announced mid-year and the general terms of employment that were negotiated in the year under review. The NR Committee was informed that the Works Council was critical, yet cooperative.

In light of succession planning, the NR Committee extensively discussed the high potentials within the organisation and the development of high-quality employees. The NR Committee was pleased to see that the reorganisation provided an opportunity to promote several of the high potentials within the organisation.

The Nomination and Remuneration Committee reviewed the performance of the Managing Board and monitored the targets of the Managing Board and the Management Team throughout 2016. The targets are aimed at generating long-term benefits for Vesteda. The NR Committee approved the reduction in the number of targets and the amendment of the qualitative targets to make them more ambitious.

Meeting of Participants

Vesteda convened two regular Participants’ Meetings in the year under review. These included the annual meeting in April, in which the financial statements and the annual report were discussed and adopted, and the execution of the Business Plan was evaluated. In the bi-annual meeting in December, the participants discussed and approved the Business Plan 2017. Furthermore, Vesteda convened two extraordinary Participants’ Meetings related to i) the appointment of Mr. Copier as a member of the Supervisory Committee and ii) the acquisition of a large portfolio in Amsterdam. The Participants were also given the opportunity to vote, via a proxy granted by Stichting Administratiekantoor Vesteda, in an extraordinary general meeting of shareholders of Vesteda Investment Management B.V. on the appointment of Mr. Frits Vervoort as managing director of said company. In addition, participants were able to attend the annual informal Participants’ Day in September.

Amsterdam, 17 March 2017

Supervisory Committee

Peter Kok (Chairman), Hans Copier, John de Die and Seada van den Herik