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Report of the Supervisory Committee

Chairman's Statement

In previous years, I concluded my statement with a word of appreciation. This year I am breaking that tradition and start with a word of gratitude, on behalf of the Supervisory Committee, towards the company’s Management Board, Management Team and all other employees for their hard work and resilience in 2020. Due to the COVID-19 crisis, last year was defined by unexpected challenges and the entire Vesteda organisation adapted quickly to the new reality, while also taking care of each other and Vesteda’s tenants.

The year 2020 was a year to focus on adapting to changed circumstances during the COVID-19 pandemic. In previous years, Vesteda took measures to prepare for the future, by improving its organisation and optimising its portfolio in the midst of a tight market and the increasing regulation of the mid-rental segment. This helped improve Vesteda’s day-to-day business, as set out below.

Having a strong and supportive investor base is particularly important in a year like 2020 and the expected aftermath of the COVID-19 crisis. We are pleased that a new participant has joined the fund and that all participants showed their trust and support by unanimously approving the Business Plan for 2021-2025.

Vesteda’s portfolio strategy in recent years contributed to Vesteda’s solid position in these challenging times. Last year, we devoted special attention to the acquisition strategy in the context of COVID-19. Vesteda continues to aim for quality above volume and looks for new projects with value growth potential. As part of this strategy, Vesteda managed to acquire a number of interesting projects, some of which were approved by the Supervisory Committee due to the transaction size. Vesteda also invested in its existing portfolio, by combining renewal and improvements to some buildings, while focusing on the implementation of sustainable solutions.

By the end of 2020, Vesteda was once again given a five-star rating in the annual Global Real Estate Benchmark (GRESB) survey. Although this was Vesteda’s third consecutive five-star rating, the company is not taking this rating for granted and will continue and increase its commitment to improving the sustainability of its operations and its portfolio. The Supervisory Committee also plays a role in this, for instance by closely monitoring the sustainability aspects in the assessments of new acquisitions and by linking the management performance targets to Vesteda’s sustainability goals.

Over the past two years, numerous Vesteda employees were involved in the preparations for the implementation of the new ERP system. Although the transition was not without setbacks, the Supervisory Committee is pleased that the ERP system went live last year. With this new ERP system, Vesteda achieved its targeted technological progress, which provides the company with a solid basis for further process improvements and efficiencies. We will continue to monitor this throughout 2021.

Last year’s volatility in the financial markets underlined how important it is to have a robust and well-diversified, flexible funding structure. In 2020, Vesteda extended its revolving credit facility, signed its first green private placement and signed a financing agreement with the European Investment Bank (EIB). Vesteda will use the funds from the EIB to improve the energy efficiency of homes in its existing portfolio and for the acquisition of new affordable and sustainable residential buildings. Vesteda will also use this financing to acquire homes in the regulated mid-market rental segment.

In 2020, Mr. Vervoort was, at the recommendation of the Supervisory Committee, re-appointed as CFO. The composition of the Supervisory Committee remained unchanged in 2020. At all times, the members of the Supervisory Committee were able to operate independently and critically, towards each other, as well as towards the Management Board and the Management Team. There were no conflicts of interest in 2020.

I would like to thank my fellow Supervisory Committee members for their dedication last year. On behalf of all of them, I conclude by wishing the company’s Management Board, Management Team and all other Vesteda employees good health, an ongoing positive business approach and continued success in these unprecedented times.

Jaap Blokhuis, 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's business, as described in more detail in the Governance and risk management section of this report.

Last year, the Supervisory Committee and its separate committees discussed a range of topics. The separate committees regularly convened and reported back on their activities to the full Supervisory Committee. The following topics will be set out in more detail below:

  • COVID-19

  • ERP implementation

  • Funding

  • Financing and reporting

  • Organisation

Meetings and attendance record

The Supervisory Committee comprises Mr. Jaap Blokhuis (Chairman), Mr. Hans Copier, Mrs. Seada van den Herik, Mr. Theo Eysink and Mrs. Eva Klein Schiphorst, all of whom are deemed independent in the sense described in the Supervisory Committee's by-laws.

In 2020, the Supervisory Committee met 11 times, either in person or via Teams meetings. The Management Board and (members of) the Management Team attended most of these meetings. The Supervisory Committee met twice in the absence of the Management Board. In addition, the Supervisory Committee met in the absence of the Management Board ahead of regular scheduled meetings. The Nomination and Remuneration Committee met twice with the Works Council.

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

Overview of attendance record Supervisory Committee

Name

Supervisory Committee

Audit Committee

Nomination & Remuneration Committee

Jaap Blokhuis

9/9

n.a.

n.a.

Hans Copier

9/9

6/6

n.a.

Seada van den Herik

8/9

n.a.

5/5

Theo Eysink

9/9

6/6

n.a.

Eva Klein Schiphorst

9/9

n.a.

5/5

  • 1 Attendance is expressed as the number of meetings (including Teams meetings) attended out of the number of meetings the members were eligible to attend. In the event of absence, the members discussed the topics in advance and provided powers of attorney.
  • 2 Two additional Supervisory Committee meetings took place dedicated to the impact of COVID-19 on business processes; both meetings were attended by four members of the Supervisory Committee.

The activities of the Supervisory Committee and its separate committees in 2020 are summarised in the following schedule:

Supervisory Committee activities 2020 (including committees)

 

Q1

 

Q2

 

Q3

 

Q4

Compliance, Risk and Internal Audit

Compliance, Risk and Internal Audit

Compliance, Risk and Internal Audit

Compliance, Risk and Internal Audit

Q4 2019 report

Q1 2020 report

Q2 2020 report

Q3 2020 report

COVID-19 update

COVID-19 update

COVID-19 update

COVID-19 update

Investment proposals

Investment proposals

Investment proposals

Investment proposals

Update ERP

Go-live ERP

ERP implementation update

ERP implementation update

Report external auditor 2019

Acquisition strategy in times of COVID-19

Audit plan external auditor

Cyber security

ISAE report 2019

Internal Audit report Portfolio Strategy

MSCI benchmark

Risk management results

Investment Property Report 2019

Internal Audit report Information Security Policy

New job evaluation method Korn Ferry

Business Plan 2021-2025

Financial statements, annual report and allocation of net income 2019

Information security policy

Succession planning

Re-appointment Mr. Vervoort as CFO

Internal Audit plan 2020

Moderation annual rent increase 2020

  

Appointment CIO and COO

Tax update external advisor

Green private placements

  

New job evaluation method Korn Ferry

The extension of the revolving credit facility

European Investment Bank financing

    

Update treasury guidelines

Extension of the revolving credit facility

    

Amendment Terms & Conditions

Re-assessment CFO profile

    

Buying off ground lease Amsterdam

360 degree feedback Management Board

    

New job evaluation method Korn Ferry

Benchmark remuneration Management Board and Management Team

    

Targets and bonus Management Board and Management Team

      

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

COVID-19

From the start of the outbreak of the COVID-19 virus, management regularly convened with the Supervisory Committee and reported back on the impact on Vesteda’s business. In addition to the regular Supervisory Committee meetings, the management held several separate COVID-19 meetings to discuss the latest developments with the Supervisory Committee.

From the outset, Vesteda took measures, at its offices and in the field, to ensure the health of Vesteda employees and its tenants. A few years ago, Vesteda invested in a proper IT cloud environment. For this reason, the company was able to arrange the switch to working from home quickly and efficiently. Management also informed the Supervisory Committee regarding the opportunities that this created, such as experiments with online inspections and the handover of keys. This required a fair amount of adjustment from both Vesteda employees and its tenants, but did not cause any material issues.

Vesteda translated government policy into specific measures for tenants, employees and suppliers. Vesteda also supported tenants in financial difficulties with tailor-made solutions, including customised payment arrangements. The management reported to the Supervisory Committee on the objective considerations that were taken into account when offering financial support to tenants. Vesteda approached the tenants of commercial spaces pro-actively to enquire about possible financial difficulties due to COVID-19. The Supervisory Committee considers this procedure in line with Vesteda’s duty of care.

COVID-19 also prompted an extensive discussion about Vesteda’s acquisition strategy and current acquisition pipeline. The impact of COVID-19 on current projects turned out to be modest. The Supervisory Committee discussed Vesteda’s acquisition principles and support the management’s position on proceeding with the acquisition of new projects during the time of COVID-19 and the recovery period thereafter. However, the company may need to take more time before reaching final decisions and may need to increase its focus on the redevelopment of projects in its existing portfolio. The Supervisory Committee also supports the management’s focus on the regulated mid-market rental segment.

Through monthly reports, the Supervisory Committee devoted special attention to vacancy rates and rent arrears, which rose slightly in 2020 due to COVID-19. In addition, the Supervisory Committee closely monitored the developments with regard to the possible impact of COVID-19 on the Dutch housing market in general. The monthly reports showed that the higher segment homes in Vesteda’s portfolio are more challenging to rent out and will therefore require special attention in 2021.

ERP implementation

In June 2020, after approximately two and a half years of preparation, the new ERP system went live, simultaneously with a new website and a new rental portal. The aim of the new ERP system is to optimise and align internal processes, replacing various outdated and stand-alone systems. The Supervisory Committee has closely monitored the implementation and will continue to monitor whether the projected benefits are achieved in 2021.

The Management Board and Management Team informed the Supervisory Committee regularly regarding the progress of the implementation process. The management has indicated that it is taking time for employees to get accustomed to the new system. The training options for employees and the aftercare of the system were hampered by the partial COVID-19 lockdown. In addition, due in part to the insourcing of the property management activities of the former Delta Lloyd portfolio into Vesteda’s own organisation, there was a delay in invoice processing. Irrespective of these operational hiccups, the management and the Supervisory Committee look back on a successful go-live process and are looking forward to the benefits the ERP system will provide, such as the use of data.

Funding

After the successful issuance of a Euro Green Bond in 2019, Vesteda took further steps towards the establishment of a sustainable funding structure. The Supervisory Committee is pleased with this development; Vesteda’s ESG efforts are not being overlooked in the financial markets and it will help attract further interesting investment opportunities in the future.

As set out in the Business Plan 2020-2024 and discussed with the Audit Committee, Vesteda arranged a green private placement in October 2020. The plan was to arrange this placement in the beginning of the year, but due to the unfavourable market conditions in the first half of 2020 as a result of the COVID-19 pandemic, this plan was postponed in consultation with the Audit Committee. Vesteda drew under the facility at the end of 2020.

As also announced in the Business Plan 2020-2024, Vesteda sought to obtain financing from the European Investment Bank. Vesteda started this process two years ago, under the supervision of the Audit Committee, and successfully finalised the process in late 2020.

Finance and reporting

In early 2020, the Supervisory Committee discussed the preliminary results for 2019 and audit matters with the external auditor (Deloitte). The committee discussed the 2019 financial statements and the 2019 annual report in the presence of the Internal Auditor, who indicated that the audit process went well.

The Supervisory Committee discussed the fund’s performance versus budget on a quarterly basis. The first quarter of the year started with outperformance compared with 2019 and the budget. The following quarters showed a slight underperformance compared with budget, due to lower revaluations than expected, lower rental income due to a delayed inflow of projects and slightly higher vacancy and management costs than budgeted.

Organisation

The composition of the Supervisory Committee remained unchanged in 2020. At Management Board level, Mr. Vervoort was reappointed as CFO for a period of four years. The Nomination and Remuneration Committee followed a structured process to arrive at its recommendation and assessed Mr. Vervoort’s performance, reviewed the CFO profile, benchmarked the remuneration package and assessed the composition of the Management Board as a whole. As a result, the Supervisory Committee resolved unanimously, at the recommendation of the Nomination and Remuneration Committee and the endorsement of the CEO, to propose the reappointment. Vesteda’s extraordinary meeting of participants unanimously approved the reappointment, reconfirming their confidence in Vesteda’s management.

One of the Supervisory Committee’s recurring tasks is determining the bonuses of the Management Board and the Management Team and setting targets for the year ahead. In terms of the 2019 bonuses, the Supervisory Committee focused on ensuring a balanced remuneration for all relevant positions eligible for the bonus schemes. With regards to the 2019 targets, the Supervisory Committee decided to maintain the structure of 2019 for 2020. This is strongly linked to Vesteda’s broad set of KPIs as set out in de Business Plan and gives the Supervisory Committee more discretion in assessing qualitative targets.

The Supervisory Committee determined the individual variable bonus of the Management Board and the Management Team. The Management Board declined, on their own initiative, the pay-out of the variable bonus for 2019 in light of their sense of social responsibility during the COVID-19 pandemic. For this reason, the Supervisory Committee decided not to pay out the Management Board’s variable bonus for 2019.

The Supervisory Committee was consulted regarding (re)appointments and changes within the Management Team: the Operations Director appointed to Chief Operations Officer and the Acquisitions Director appointed to Chief Investment Officer. The HR Manager was appointed as HR Director and joined the Management Team.

In light of its ‘permanent education’, the Supervisory Committee members individually attended courses on topics such as change and turnaround management, IFRS and good governance during the COVID-19 outbreak. Jointly, the Supervisory Committee members attended Vesteda’s permanent education day, which included subjects as IT migration and data science.

The Supervisory Committee conducted a self-assessment, facilitated by a third party. The focus of this assessment was on the various types of personalities within the Supervisory Committee and how these personalities, each in their own way, contribute to the functioning of the Supervisory Committee and interact with management.

Miscellaneous

The members of the Supervisory Committee held meetings in the absence of management, including meetings with the Internal Auditor and the external auditor. On various occasions, individual members of the Supervisory Committee met with senior officers of Vesteda to gain information on ongoing matters.

The Supervisory Committee approved several investment proposals, such as Tetem III in Enschede, Goudshof in Gouda and Regent II in The Hague. In light of these proposals, the Supervisory Committee discussed, amongst other things, sustainability measures, assumptions of rental income in light of COVID-19 and quality standards. In the course of the year, several members of the Supervisory Committee also visited potential project sites, to get a good impression of the location.

The Management Board engaged the Supervisory Committee early on in setting out the strategy in the Business Plan 2021-2025. Vesteda held a separate Business Plan meeting between, among others, the Management Board and the Supervisory Committee, in which they discussed the strategy for realising long-term value. The Supervisory Committee focused on, among other things, investments, including the option to buy off the Amsterdam ground lease payments in perpetuity in 2021, the evolution of management expenses, and the funding and leverage targets for the coming years.

In 2020, Vesteda voluntarily moderated its annual rent increase for its liberalised rental contracts to CPI plus 1% in 2020. In addition, Vesteda excluded income-related rent increases from almost all of its government-regulated rental contracts and capped the 2020 rent increase for the regulated segment at CPI only. The Supervisory Committee had to approve this, as it was a deviation from the Business Plan 2020. Last year, both local and national Dutch authorities introduced a number of new regulations, such as the regulation of rents in new developments, changes in the WWS (rental value of residential property) and a proposed maximum annual rent increase. Vesteda is actively involved in this debate, also via the IVBN. Vesteda’s role in this debate is continuously discussed with the Supervisory Committee.

In March 2020, the participants approved the amendment of the fund’s Terms and Conditions. Prior to this approval, Vesteda held a round of consultations with the participants during the informal Participants’ meeting in September 2019. The Supervisory Committee was consulted in the preparation of the proposed amendments.

The Management Board informed the Supervisory Committee about actual or suspected instances of material misconduct within the company, inter alia, through the quarterly compliance update. The Supervisory Committee expressed its appreciation for the transparency throughout the year.

Audit Committee

The Audit Committee consists of Mr. Eysink (Chairman) and Mr. Copier. The Committee met six times in the year under review. Generally, the CFO, the CEO, the Internal Auditor, the Company Secretary and the external auditor also attended these meetings. Mr. Blokhuis attended several meetings as observer.

In line with its tasks, the Audit Committee discussed in detail the periodic financial statements and the 2019 annual financial statements and annual report. The Audit Committee discussed the audit process, preliminary and key audit findings and principal assumptions, judgements and valuations, and the external auditor reported its preliminary and final audit findings. As part of the yearly audit process, the external auditor presented the Audit Committee with its findings in light of the ISAE 3402. The Audit Committee was pleased to learn that the external auditor issued an unqualified opinion in this respect. The external auditor discussed with the Audit Committee the scope and materiality of the external audit plan.

Each quarter, the Internal Auditor reported to the Audit Committee on their deliberations and findings regarding internal risk management and controls. In addition, the Internal Auditor presented various material internal audit investigations that took place in 2020, such as a review of the information security policy, which was implemented in 2019, and an investigation into subcontracting to third parties. The Audit Committee reviewed the conclusions and discussed follow-up actions with the Internal Auditor and management.

Furthermore, the Audit Committee reviewed the Internal Audit plan and supported the proposal on an additional staff member for the Internal Audit team. In this context, the general role of the Internal Auditor and the ‘three lines model’, as described in more detail in the Risk management section of this report, was discussed extensively. The Audit Committee recognises the model, including the role of the Internal Audit function in providing clarity and confidence on progress toward the achievement of objectives. However, the Audit Committee underlines the importance of Vesteda’s Internal Audit function in continuing to provide assurance while maintaining objectivity and independence.

The Chairman of the Audit Committee met and spoke with the external auditor on several occasions in the absence of the Management Board, to remain directly informed. In addition, the discussions during the Audit Committee meetings covered matters related to the ERP implementation and ground leases. On several occasions, the committee discussed the scope and progress of the project.

Two subjects that were discussed extensively in 2020 were the buying off of the ground leases in Amsterdam and the increased transfer tax as from 1 January 2021. With regard to the buy-off, the Audit Committee asked questions about the impact on the valuation of the portfolio, which is still difficult to assess as there have not been many market transactions that could serve as references for the market impact. As for the proposed transfer tax increase, the committee also devoted considerable attention to the potential impact on the valuation of the portfolio. The increase in the transfer tax rate to 8% from 2% is expected to have a negative impact on revaluations and therefore also the unrealised result. The Audit Committee will closely monitor the developments on this front in 2021.

The Audit Committee also discussed other topics within its purview, including risk management and an annual update on Vesteda’s tax framework by Vesteda’s tax advisor, PwC. Management kept the Audit Committee up to speed with regards to the changes that were made to the set-up of the risk management framework, as described in more detail in the Risk management section of this report. The Audit Committee is of the opinion that the changes made reflect a pragmatic approach to risk management, that focuses on the right topics at the right corporate levels.

In 2020, Vesteda reorganised the Finance & Control department and the support functions within the operations department. This reorganisation resulted, among other things, in the formation of a Shared Service Centre, in which financial and business support activities are concentrated. Following the implementation of this new Shared Service Centre, Vesteda is also focusing on a transformation to a High Performing Financial Function (HPFF). Management updated the Audit Committee on the developments throughout the process.

During the year, the Audit Committee also monitored and discussed Vesteda’s debt funding strategy, as set out in more detail in the Funding section of this report. In addition, the Audit Committee discussed and provided the Supervisory Committee with positive recommendations on the following funding subjects:

  • The extension of the revolving credit facility by one year

  • Green private placement

  • Finance contract with the European Investment Bank

The Audit Committee reviewed the fund’s financial reports on a quarterly basis. In doing so, the Audit Committee asked the Management Board to provide full insight into its financials, including the impact of COVID-19.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NR Committee) consists of Mrs. Van den Herik and Mrs. Klein Schiphorst. The Committee met five times in the year under review. Generally, the CFO, the CEO, the HR Director and the Corporate Secretary also attended these meetings. Mr. Blokhuis attended several meetings as an observer.

As part of its annually recurring tasks, the NR Committee discussed the outcome of the Management targets for 2019 and the targets for the Management Board and Management Team for 2020, in line with the target structure that was set up in 2019. The NR Committee monitored the progress towards meeting these targets throughout the year on a quarterly basis.

The NR Committee devoted specific attention to succession planning and a proposed update of the company’s job profiles and salary scales. The latter requires management to develop a strategic view on the principles, pay equity, total compensation, benchmarking, etc. to combine all of these elements to build a new scheme that is in line with the company’s strategy and adds business value by driving and optimising the employee value proposition. The NR Committee had a separate meeting to discuss this topic, the defined principles and the pros and cons of the proposed new scheme. Management will continue to work on this project in 2021, under the supervision of the NR Committee.

The NR Committee engaged an external party to conduct a benchmark study of the remuneration of the Management Board and the Management Team. The research indicated that the remuneration of the Management Board and the Management Team is in line with the benchmark.

In 2020, the NR Committee was involved in several (re)appointments and changes within the Management Team; the HR Manager was appointed as HR Director and joined the Management Team and the Operations Director and Acquisitions Director were respectively appointed as Chief Operations Officer and Chief Investment Officer.

As Mr. Vervoort’s first term expired in November, the NR Committee reassessed the performance of Mr. Vervoort against an updated CFO profile, benchmarked the remuneration package and assessed the composition of the Management Board as a whole. The NR Committee reported its findings to the Supervisory Committee, which resulted in the Supervisory Committee recommending the reappointment of Mr. Vervoort. The participants unanimously reappointed Mr. Vervoort as CFO.

Part of the standing agenda of the NR Committee meetings was a compliance update, focusing on reported integrity incidents and follow up, plus compliance with regulatory requirements. The CEO and HR Director periodically updated the NR Committee on their meetings with the Works Council. Also, the NR Committee met twice with the Works Council in person. In addition, the NR Committee devoted special attention to the impact of COVID-19 on employee well-being. The NR Committee pointed out that management should ensure that the company maintains its connection with its employees in these times, when working from home is the norm. At the end of the year, the NR Committee was informed of management’s considerations for deciding to refrain from indexing the salaries in 2021.

As it did the previous year, the NR Committee conducted 360-degree feedback reviews on the CEO and the CFO by interviewing 13 direct reports. At the recommendation of the NR Committee, the Management Board also conducted 360-degree feedback reviews on the COO, CIO and HR Director.

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 addition, the annual meeting in April appointed a new management board for Stichting Administratiekantoor Vesteda, which operates independently of Vesteda. In the bi-annual meeting in December, the participants discussed and approved the Business Plan 2021-2025.

Furthermore, Vesteda convened one extraordinary Participants’ Meeting to agree on a number of amendments to its Terms and Conditions. During the extraordinary Participants’ Meeting, the participants approved the amendments to the Terms and Conditions.

In addition, participants attended the annual informal Participants’ Day in September, during which they were informed about the increase in transfer tax, the potential long-term effects of COVID-19 on the housing market, and Vesteda’s acquisition policy during the COVID-19 pandemic and beyond. The Sustainability Manager also gave a presentation on climate change and the impact on Vesteda, while the CFO shared some insights into the new Business Plan.

Amsterdam, 17 March 2021

Supervisory Committee

Jaap Blokhuis, Chairman
Hans Copier
Seada van den Herik
Theo Eysink
Eva Klein Schiphorst