Corporate governance

Vesteda Residential Fund

Vesteda Residential Fund is a contractual investment fund (beleggingsfonds) as defined in section 1:1 of the Dutch Financial Supervision Act (AFS). It is an unlisted fund for the joint account of the participants. As such, the economic title to the fund assets is held by the participants pro rata to their participation rights. The purpose of the fund is to make investments, and in particular (but not limited to) to invest capital, indirectly or directly, in property mainly designated for residential purposes located in the Netherlands, for the account and at the risk of the participants. The strategy of the fund is further set out in the investment guidelines which form part of the fund’s Terms and Conditions.

The Terms and Conditions of Vesteda Residential Fund govern the fund and they can only be amended by a resolution of the participants. They have entrusted the manager, Vesteda Investment Management B.V., with the management and operation of the fund. The manager carries out its task solely in the interests of the participants and within the boundaries described in the fund’s Terms and Conditions. The manager, in its capacity as manager (beheerder) and operator of the Fund, is subject to the supervision of the Dutch Financial Markets Authority (Autoriteit Financiële Markten) and the Dutch Central Bank (De Nederlandsche Bank). The manager obtained a license to act as a manager of an alternative investment fund in accordance with article 2:67 of the AFS on 17 February 2014. The participation rights can only be acquired by professional investors as defined in section 1:1 of the AFS.

Participants

The participants do not take part in the operation of the fund or the management or control of its affairs, and have no right or authority to bind the fund assets, or to vote on matters relating to the fund other than as set forth in or pursuant to the Terms and Conditions.

The manager convenes at least two participants’ meetings each year. If a participant or two or more participants jointly holding at least 10% of the total participation rights deem(s) any additional meeting of participants desirable, the manager is required to call such a meeting. Participants shall be entitled to cast a number of votes pro rata to their respective participation rights.

A participant may request that its participation rights be redeemed by the fund in accordance with the Terms and Conditions.

Subject to the retention of reserves as reasonably deemed necessary by the manager to meet the current and anticipated expenses of the fund, the realised result, excluding the result on property sales, shall be allocated for distribution to the participants pro rata to their respective participation rights.

Role

The participants are the beneficiaries of the fund and, as such, have a final say in material matters regarding the fund, as specified in the fund Terms and Conditions.

Supervisory Committee

Composition and Governance

The Supervisory Committee supervises how the manager executes its task, as well as the general course of the fund, on behalf of the participants in the fund. The Supervisory Committee has established rules regarding the processes and governance in the By-Laws.

The Supervisory Committee shall have at least five members, with the exact number to be determined by the participants. At present, the Supervisory Committee temporarily comprises four members, who are listed in the section Members of the Supervisory Committee of this Annual Report. Vesteda expects a new member to be appointed in the course of 2017. All members of the Supervisory Committee are independent in the sense of the Dutch Corporate Governance Code.

The Supervisory Committee has an Audit Committee and a Nomination and Remuneration Committee, both of which are governed by by-laws. The Supervisory Committee shall meet as often as it deems necessary, but at least four times a year, to discuss the results of the fund, the quarterly un-audited financial statements and the valuation of the fund’s portfolio.

The members of the Supervisory Committee are appointed, suspended and dismissed by the participants with due observance of any nominations made and a profile as set forth in the Terms and Conditions. They are appointed for a period of four years, which term may be extended once by four years. Each participant that individually holds and each group of two or more participants that jointly holds at least 25% of the participation rights is entitled to nominate one member of the Supervisory Committee. The fund strives to achieve the best possible balance among its members in terms of gender, expertise and experience in the fields of management, compliance, risk management, financial reporting and real estate and knowledge related to institutional investments.

All resolutions of the Supervisory Committee are adopted by a simple majority. Each member of the Supervisory Committee is entitled to one vote. In the event of a tied vote, the resolution at issue will be rejected. The Supervisory Committee may also pass resolutions in writing. A member of the Supervisory Committee will not participate in deliberations or decision-making within the Supervisory Committee, if they have a direct or indirect personal interest in the matter concerned that conflicts with the interests of the joint participants.

Role

The Supervisory Committee supervises the policies and functioning of the manager and the general affairs of the fund. The manager is responsible for involving and informing the Supervisory Committee, ensuring that the fund is supervised in an optimal manner. The manager holds regular consultations, both formally and informally, with the Supervisory Committee and its sub-committees on the strategy and policies of Vesteda as a whole. In the context of these meetings and on an ad hoc basis, the members of the Supervisory Committee have multiple opportunities to meet other Vesteda executives and employees.

Remuneration of Supervisory Committee members

The annual remuneration amounts to € 44,000 for the chairman of the Supervisory Committee and € 31,000 for each of its members. Each member of the Supervisory Committee receives an expenses allowance of € 2,500. These amounts are fixed, not indexed and paid semi-annually.

The Manager and its Managing Board

Composition and Governance

The Terms and Conditions entrust the manager with the management and operation of the fund. The manager is a private company with limited liability, incorporated and existing under the laws of the Netherlands. As such, the manager has a Managing Board, which in 2016 comprised two managing directors, the CEO and the CFO. The managing directors have the responsibilities and liabilities that derive from the Dutch Civil Code and other related legislation. In the event that more than one managing director is appointed, two directors acting jointly may represent the manager.

Managing directors will be appointed, dismissed or suspended in accordance with the articles of association of the manager and the Terms and Conditions.

The Managing Board is supported by its Management Team, comprising of the director Operations, director Acquisitions and the director Portfolio Strategy.

Role

The manager has been appointed as manager of the fund and is responsible for ensuring that the fund is always managed and operated, and that the fund assets are always managed, on a discretionary basis, in accordance with the Terms and Conditions and with due observance of the Investment Guidelines, the Business Plan and, on a best effort basis, the INREV Guidelines and the Dutch Corporate Governance Code.

The manager shall, subject where relevant to the Terms and Conditions, the Business Plan, any finance documentation and the prior approval of the Supervisory Committee or participants, carry out the following functions, including:

(a) establish and implement the Investment Guidelines and the Business Plan;

(b) identify, evaluate and negotiate investment opportunities, to (or to agree to) purchase or otherwise acquire, alone or together with others (in a syndicate), investments within the scope of the Investment Guidelines and the Business Plan;

(c) sell, exchange or otherwise dispose of and refinance investments within the scope of the Investment Guidelines and the Business Plan.

In light of the above, the manager may enter into such legally binding agreements or other arrangements as the manager may, at its sole discretion, determine in respect of any investments and divestments by the fund, to the extent permitted under the Investment Guidelines, the Business Plan and the Terms and Conditions. A Managing Board member shall not take part in any discussion or decision-making that involves a subject or transaction in relation to which he or she has a conflict of interest with the joint participants. All costs incurred by the manager in its capacity as manager of the fund, all normal operating expenses incidental to the day-to-day management of the manager in its capacity as manager of the fund, including its own overheads, any costs relating to outsourcing and the Supervisory Committee, fees payable to its members and the reimbursement of any reasonable costs incurred by members of the Supervisory Committee are reimbursed out of the fund assets.

In the Manager Rules, the manager and the Supervisory Committee have established rules regarding decision-making processes and the working methods of the manager.

Remuneration

The purpose of a periodic review of the annual remuneration of the members of the Managing Board is to achieve remuneration in line with the market on the basis of a labour market benchmark survey, which was last conducted in 2012 by an external agency under the supervision of the Supervisory Committee. The benchmark group comprises Dutch institutional residential fund managers. In addition, for the appointment and remuneration of the CEO and CFO, the Supervisory Committee sought external advice. Based on the aforementioned, the Supervisory Committee believes that Vesteda has a competitive remuneration policy for its Managing Board. In 2016, Vesteda had a bonus scheme that entitled the CEO to 26.6% of fixed income for ‘on target’ performances, with a maximum of 40% and the CFO to 20% of fixed income for ‘on target’ performance, with a maximum of 30%.

The bonus is divided into a direct and a deferred component. The direct component is paid immediately after the one-year performance period, and the deferred component is paid out after a period of three years. Both the direct component and the deferred component are paid out 50% in phantom shares and 50% in cash. The cash component can optionally be converted into phantom shares. The deferred component is subject to an appropriate retention policy which is aimed at balancing financial rewards with Vesteda’s long-term interests. The retention policy includes a claw-back provision, which applies to both the direct component and the deferred component.

The employment contracts of members of the Managing Board include provisions related to severance. The amount of the severance as laid down in these contracts has been maximised at one year’s fixed salary, in line with the Dutch Corporate Governance Code. The total remuneration of the Managing Board, as stated in note 32 in the section Notes to the consolidated financial statements of this report, comprises the base salary, the variable bonus, pension expenses and other employer charges.

Custodians

At present, Vesteda has five custodian companies. The duty of each custodian is to be the legal owner of fund assets and acquire legal title of such fund assets for safekeeping for the account and at the risk of the participants. A custodian will always acquire assets for the purpose of management and custody (ten titel van beheer) on behalf of the participants and will only act in the interest of the participants and shall not acquire assets or assume any obligations for its own account and risk or for the account and risk of third parties (other than the participants) and shall not carry out any business and will not be involved in any other activity which may cause it to incur liabilities that are not directly related to the fund. A custodian shall act in accordance with all instructions in relation to the fund assets given by the manager, and shall only be entitled to acquire, dispose of, transfer or otherwise deal with any fund assets on the instructions of the manager. To safeguard this, the respective Managing Boards of the custodians comprise the manager only.

Depositary

The manager has appointed Intertrust Depositary Services B.V. to act as depositary for the fund and has concluded a depositary services agreement with the depositary for the benefit of the fund and the participants in accordance with article 4:37f AFS. The depositary is responsible for the supervision of certain aspects of the fund’s business in accordance with applicable law and the depositary services agreement.

Dutch Corporate Governance Code

All listed companies with a statutory seat in the Netherlands are legally obliged to comply with the Dutch Corporate Governance Code (the “Code”), in accordance with the ‘apply or explain’ principle. As neither Vesteda Residential Fund nor the manager is a listed company, it is not mandatory for the fund or the manager to apply the Code. Nevertheless, the Managing Board and the Supervisory Committee endorse the Code in all material aspects, to the extent applicable and practical in respect of the fund.