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Report of the Supervisory Committee

Chairman's Statement

The year 2021 was a year to focus on business continuity after COVID-19 rocked the world in 2020. Supported by a strong economic recovery in 2021, Vesteda continued its operations in a steady fashion and managed to minimise the impact on vacancy and rental income. If anything, the pandemic has shown that Vesteda is a resilient and flexible organisation with a strong basis. Thanks to this, 2021 was a solid year for Vesteda, with an increase in both the realised and unrealised result.

Meanwhile, it was business as usual on other fronts, such as acquisitions and divestments, amid continued pressure on affordability of housing and related increase of governmental and local regulation. Despite challenging market conditions, Vesteda managed to lock in several projects, predominantly in the regulated mid-rental segment, which is a good fit with the current investment strategy. The Supervisory Committee approved several investment proposals, including those for the Grote Beer and Imagine projects in Rotterdam and the Singelblok project in Amsterdam.

As sustainability has become a factor that permeates all aspects of doing business, the Supervisory Committee is very pleased with the progress Vesteda once again made in 2021. Vesteda has introduced a sustainability impact score that is applied to all new investment proposals, and which scores both the impact of a new project on sustainability factors and the potential sustainability risks for the project. In addition, Vesteda converted the Revolving Facility Agreement into a sustainability-linked facility and issued another green bond. The fact that the issuance was four times oversubscribed shows that the financial markets see Vesteda as a reliable party that delivers on its sustainability goals. Last but not least, Vesteda, once again achieved five stars on the Global Real Estate Sustainability Benchmark (GRESB). The Supervisory Committee will continue to monitor Vesteda's sustainability efforts and will continue to challenge management on Vesteda's goals in this respect.

In 2021, Mr. Van der Baan was, at the recommendation of the Supervisory Committee, re-appointed by the participants as CEO for another term of four years. I am sure that Vesteda will, under his leadership, continue to be one of the leading residential real estate funds in the Netherlands, and I am pleased to see that he has the support of our entire investor base.

The composition of the Supervisory Committee remained unchanged in 2021. The members of the Supervisory Committee were at all times able to operate independently and critically, towards each other, as well as towards the Management Board and the Management Team.

Finally, I would like to mention that I am very pleased that both my colleagues on the Supervisory Committee and the participants have expressed their trust in me by nominating and reappointing me. It has been a pleasure so far to be on the Supervisory Committee and I look forward to some interesting years ahead.

I would like to thank my fellow Supervisory Committee members for their dedication last year. On behalf of all of them, I conclude by thanking the company’s Management Board, Management Team and all other Vesteda employees.

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:

  • Investing in a tightening market

  • Funding

  • Financial 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 2021, the Supervisory Committee met nine times, either in person or via Teams meetings. The Management Board and (members of) the Management Team attended most of these meetings. Three of these meetings were dedicated to specific topics, including Vesteda’s entering into a sustainability-linked Revolving Facility Agreement, the issuance of a new green bond and the approval of several investment proposals. In addition, the Supervisory Committee met once in the absence of the Management Board to discuss the renewal of Mr. Van der Baan's tenure. Also, the Supervisory Committee always met in the absence of the Management Board ahead of regular scheduled meetings.

Below you will find an overview of the attendance record per member of the Supervisory Committee

Overview of attendance record Supervisory Committee

Name

Supervisory Committee

Audit Committee

Nomination & Remuneration Committee

Jaap Blokhuis

9/9

n.a.

n.a.

Hans Copier

8/9

7/7

n.a.

Seada van den Herik

9/9

n.a.

4/4

Theo Eysink

9/9

7/7

n.a.

Eva Klein Schiphorst

9/9

n.a.

4/4

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.

The activities of the Supervisory Committee and its separate committees in 2021 are summarised in the following schedule:

Supervisory Committee activities 2021 (including committees)

 

Q1

 

Q2

 

Q3

 

Q4

Q4 2020 report

Q1 2021 report

Q2 2021 report

Q3 2021 report

Buy-off land lease in Amsterdam

Investment proposal

Investment opportunities

Redevelopment proposal

Report external auditor 2020

Assessment of executed acquistions

Audit plan external auditor

Investment proposals

ISAE report 2020

Selection process new projects

Re-appointment CEO

Divestment proposal

Investment Property Report 2020

Cyber security

Green bond

Cyber security

MSCI score

ERP project

Treasury

Business Plan 2022-2026

COVID-19 update: impact on business and workforce

Internal audit charter

Report of depositary (Intertrust)

ERP project

Financial statements, annual report and allocation of net income 2020

Tax update external advisor

Update targets 2021

Cost allocation

Internal audit plan 2021

High performance finance function

Compliance, Risk and Internal Audit

Update targets 2021

Management expenses and peer review

Pension scheme

Permanent education

Treasury guidelines

Sustainability linked RFA

Reappointment CEO

  

Compliance, Risk and Internal Audit

Targets and bonus Management Board and Management Team 2020

Update targets 2021

  

Composition Management Team

Targets management board and management team 2021

Compliance, Risk and Internal Audit

  

Succession planning key personnel

Risk charter

      

Fraud risks

      

Reappointment CEO

      

Results operational due diligence executed by two participants

      

Participants' satifaction survey

      

Compliance, Risk and Internal audit

      

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.

Investing in a tightening market

While COVID-19 caught the world by surprise in 2020, it was a more embedded reality in 2021. And while it was still uncertain in 2020 what the (mid/long-term) effects would be for the real estate market, 2021 was marked by strong economic recovery. As a result, the Dutch housing market continued to rise to records heights. Affordable housing has become scarce and on top of that energy costs and overall inflation have risen substantially. The Dutch government and local municipalities are searching for solutions to build more homes and to keep them affordable, especially for middle-income households. In 2021, for example, a one-off rent freeze was imposed in the regulated segment, as well as a three-year maximum rent increase of inflation +1% in the liberalised segment. Local municipalities have also set up several initiatives to help specific target groups in the housing market, which has effectively created a new segment, the regulated mid-rental segment.

While said measures are the result of the overall public debate on affordability, they can have an impact Vesteda's return rates. On the other hand, regulated (mid-) rental product provides a mitigated risk/return profile due to expected stable cash flows and potential for value creation.

The Supervisory Committee has discussed the pressure on the housing market regularly with management and particularly in relation to new investments. In addition, the Supervisory Committee took note of the inflation of construction and material costs, which also had an impact on investment proposals and existing agreements.

Despite the market circumstances, Vesteda managed to lock in several projects that fit well into Vesteda’s investment strategy and in which the regulated mid-rental segment is well represented. The Supervisory Committee approved several investment proposals, such as for the Grote Beer and Imagine projects in Rotterdam and the Singelblok project in Amsterdam. As sustainability has become a permanent factor in investment decisions, the Supervisory Committee was pleased with the introduction of a sustainability impact score in investment proposals: Vesteda will score a project’s sustainability risks and impact on sustainability factors by benchmarking the project against its ESG Framework. Once Vesteda has assessed all the items in the ESG framework, this will result in an overall sustainability impact score for the project.

The Supervisory Committee has also been able to give its views on multiple envisaged acquisitions at a relatively early stage of the acquisition process.

To improve Vesteda’s exclusive access to attractive residential product and to gain more control in terms of price, quality and process, the Supervisory Committee has discussed a potential cooperation with a large developer, to jointly invest in land positions with the aim of developing residential units, including rental units for Vesteda’s portfolio. The Supervisory Committee supports new initiatives to acquire additional projects. It will follow the developments closely and will monitor processes to ensure that the additional development risk that may be taken falls within the scope of Vesteda’s fiscal and fund framework.

Vesteda has also older, but good quality assets in its portfolio. It is part of the portfolio strategy to create value by renovating and improving the sustainability of selected assets. Although these investments are in most cases not immediately reflected in Vesteda's external appraisals, sometimes leading to a lag in MSCI performance in the short term, the Supervisory Committee fully supports management in this strategy, focusing on long-term returns; short-term lagging should not be a reason not to make such investments. The Supervisory Committee has discussed redevelopments regularly. Whenever the investment amount requires this, redevelopments will be submitted to the Supervisory Committee for approval, in the same way as a regular investment.

Funding

After the successful issuance of a Euro Green Bond in 2019 and a green private placement in October 2020, Vesteda continued to attract green financing. In January 2021, the Supervisory Committee approved converting an existing loan facility with a banking syndicate into a sustainability-linked Revolving Facility Agreement. By adding sustainability KPIs to the agreement, Vesteda has an additional incentive to meet its sustainability targets; if it meets its targets, this will lead to a reduction of the interest margins. The Supervisory Committee supports this approach, which incentivises Vesteda to meet its sustainability goals. As part of its oversight, whenever a new funding proposal is submitted for approval, the Supervisory Committee will assess how the proposed new funding fits into Vesteda's overall funding programme in terms of tenure and total costs of debt and whether the KPIs are aligned with Vesteda’s sustainability KPIs. In September, the Supervisory Committee approved the issuance of another green bond under the existing EMTN programme for the amount of €500 million.

Financial reporting

In early 2021, the Supervisory Committee discussed the preliminary results for 2020 and audit matters with the external auditor (Deloitte). The committee discussed the 2020 financial statements and the 2020 annual report in the presence of the Internal Audit Manager, who indicated that the audit process went well.

The Supervisory Committee discussed the fund’s performance versus budget on a quarterly basis. In doing so, the Supervisory Committee gave special attention to the revaluations and vacancy rates. The one-off market value correction due to a change of the transfer tax regime as of 1 January 2021 did not have the expected negative impact on the price development in 2021 and was completely offset by a positive market performance. The vacancy rates improved throughout the year to pre-COVID-19 levels due to the major efforts of particularly the rental team in the Amsterdam area. As sustainability of Vesteda's portfolio becomes more and more important, Vesteda's sustainability targets are now reviewed by the Supervisory Committee on a quarterly basis.

The first quarter of the year started with a higher realised return than budgeted and a substantially higher unrealised return than budgeted. This positive trend continued throughout the year, largely driven by higher income from individual sales, lower interest costs and higher valuations.

The Supervisory Committee devoted considerable time and attention this year to Vesteda's total expense ratio and management expenses. Management presented the Supervisory Committee with a peer review, to the extent data were comparable. Vesteda scores better than average on all applied metrics, has the second lowest total costs and the lowest TER when compared to its Dutch peers. Even so, the Supervisory Committee finds it very important that management keeps a close eye on the expenses and is realistic in its projection of cost-saving measures. That said, the Supervisory Committee understands that regulatory requirements, sustainability efforts, digitalisation and substantially increased costs of supervision, insurances and IT license fees do increase staff costs.

Organisation

The composition of the Supervisory Committee remained unchanged in 2021. The tenure of Mr. Blokhuis, the Chairman of the Supervisory Committee, was extended by the participants for a term of four years.

At Management Board level, Mr. Van der Baan was reappointed as CEO for a term of four years, starting 1 January 2022.The Nomination and Remuneration Committee followed a structured process to arrive at its recommendation and assessed Mr. Van der Baan’s performance, reviewed the CEO 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 CFO, 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 2020 bonuses, the Supervisory Committee focused on ensuring a balanced remuneration for all relevant positions eligible for the bonus schemes. With regards to the 2021 targets, the Supervisory Committee decided to maintain the structure of 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 for 2020.

In light of its ‘permanent education’, the Supervisory Committee members individually attended events on topics such as corporate governance, energy transition and circularity. Jointly, the Supervisory Committee members attended Vesteda’s permanent education day, which included subjects such as elements of long-term value creation, financial outperformance and market trends.

The Supervisory Committee conducted a self-assessment, facilitated by a third party. The main conclusions of the self-assessment have been shared with the Management Board.

Miscellaneous

Throughout the year, the Supervisory Committee addressed various other topics.

A major topic was the buy-off of land leases in Amsterdam. Various scenarios and sensitivity analyses were presented by management and discussed with the Supervisory Committee. While acknowledging that the buy-off may not be fully reflected in higher valuations in the short and mid-term, the Supervisory Committee agreed with the Management Board (which consulted all participants beforehand) that it would be in the interest of Vesteda to go ahead with the buy-off, as by doing so Vesteda ensures certainty and clarity on its long-term commitments.

The Supervisory Committee took note of the outcome of the annual participants’ satisfaction score. Again, the scores were good, which confirms that the relations with the participants are well managed.

With respect to acquisitions, the Supervisory Committee discussed the process of selecting projects that are or are not eligible for acquisition. In addition, it has assessed various acquisitions that were completed to see to what extent the (financial) projections for these acquisitions materialised. There were no material negative deficiencies in the projections. The Supervisory Committee was informed that management ensures that ‘lessons learned’ are implemented in processes going forward.

The members of the Supervisory Committee held meetings in the absence of management, including meetings with the Internal Audit Manager 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 Management Board engaged the Supervisory Committee early on in setting out the strategy in the Business Plan 2022-2026. Vesteda held a separate Business Plan meeting that involved the Management Board and the Supervisory Committee and others. The Supervisory Committee focused on, among other things, the required rates of return and the level of the management expenses. This resulted in the Supervisory Committee recommending the participants to approve the Business Plan.

The Management Board informed the Supervisory Committee about actual or suspected instances of irregularities within the company and other matters 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 seven times in the year under review. Generally, the CFO, the CEO, the Internal Audit Manager, the Company Secretary and the external auditor also attended these meetings. Mr. Blokhuis attended several meetings as an observer.

In line with its tasks, the Audit Committee discussed in detail the periodic financial statements and the 2020 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. The external auditor gave an extensive presentation on the audit process of the valuation of the investment property and the property under construction, in accordance with IFRS principles, which includes both qualitative and quantitative analyses. The external auditor considered the market value of the investment property at an aggregate portfolio level to be reasonable and informed the Audit Committee that there were no indications that the valuers or the valuation reports did not comply with applicable valuation standards.

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.

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. The Audit Committee was informed that the anticipated negative impact of the increase of the Real Estate Transfer Tax (RETT) on valuations did not materialise and that, in fact, the revaluations of the portfolio were substantially higher throughout the year. The increase of the total expense ratio was addressed, and at the request of the Audit Committee a further breakdown of the increase in management expenses over the last five years was presented to the Supervisory Committee later in the year. Other topics that were discussed in light of the quarterly reports were the capitalisation of costs related to renovation projects, the vacancy rates and IT costs. As part of its general duties, the Audit Committee approved the audit plan of the external auditor.

Each quarter, the Internal Audit Manager reported to the Audit Committee on their deliberations and findings regarding internal risk management and controls. In addition, the Internal Audit Manager presented various material internal audit investigations that took place in 2021, such as the letting process and the embedding of sustainability topics within the organisation. The Audit Committee reviewed the conclusions and discussed follow-up actions with the Internal Audit Manager and management. Furthermore, the Audit Committee reviewed the Internal Audit plan and discussed the balance between consulting and assurance while maintaining objectivity and independence. Further the Audit Committee approved an update of the Internal Audit Charter.

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. The Chairman also met and spoke with the Internal Audit Manager. The Chairman updated the Audit Committee on the outcome of all such meetings.

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 a positive recommendation on the issuance of a green bond to the amount of EUR 500 million.

A subject that was discussed two times in 2021 was cyber security. The Digital and Innovation Manager presented the outcome of a penetration test, security measures taken and to be taken and a cyber assessment executed by the fund's insurance broker. While having good security measures in place is key, the Audit Committee agreed that at the same time attention should be devoted the awareness and behaviour of employees. The only way to ensure a robust security basis is to cover both the technical and human sides.

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. Other topics that were addressed are: the development of the Finance & Control department into a High Performing Financial Function, the buy-off of ground leases in Amsterdam, the outcome of an operational due diligence by two of the fund's participants, fraud risks, the report of the fund's depositary Intertrust and updates on the status of post-ERP implementation related activities.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NR Committee) consists of Ms. Van den Herik and Ms. Klein Schiphorst. The Committee met four times in the year under review. Generally, the CEO, the CFO, 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 2020 and the targets for the Management Board and Management Team for 2021, 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.

In 2021, the NR Committee was involved in several (re)appointments; the NR Committee prepared the re-nomination of Mr. Blokhuis as a member of the Supervisory Committee as well as the reappointment of Mr. Van der Baan as the CEO. As Mr. Van der Baan's second term was due to expire per 1 January 2022, the NR Committee reassessed the performance of Mr. Van der Baan against an updated CEO profile, benchmarked the remuneration package and assessed the composition of the Management Board as a whole. It conducted various discussions with Mr. Van der Baan, and agreed on certain business focus points for the coming four years. The NR Committee reported its findings to the Supervisory Committee, which resulted in the Supervisory Committee recommending the reappointment of Mr. Van der Baan. The participants unanimously reappointed Mr. Van der Baan as CEO.

The NR Committee also discussed the departure of the HR Director with the Management Board and conducted an exit interview with the HR Director. The Committee also discussed the composition of the Management Team going forward and the profile of the new HR Director.

Part of the standing agenda of the NR Committee meetings was discussing the impact of the ERP system that was implemented mid-2020 on the workforce and processes. Other recurring topics were the impact of working from home on the workforce and Vesteda's ongoing ambition to become a high performing organisation and the interaction of the Management Board with the Work's Council.

The NR Committee discussed Vesteda's Policy on ESG and remuneration. Since the EU Regulation on sustainability-related disclosures in the financial services sector came into force in March 2021, Vesteda is obliged to disclose on its website how it integrates ESG targets into its remuneration policy. The NR Committee is of the opinion that ESG elements are represented adequately in the targets of the Management Board and Management Team but will continue to monitor that these targets remain ambitious and focused on making an actual difference.

The NR Committee received quarterly updates from the Compliance Officer, focusing on reported integrity incidents, their potential impact on Vesteda's business and follow-up, plus compliance with regulatory requirements.

As it did the previous year, the NR Committee conducted 360-degree feedback reviews on the CEO and the CFO by interviewing several employees in preparation for the year-end review meetings.

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 unanimously approved the Business Plan 2022-2026.

Furthermore, Vesteda convened one extraordinary Participants’ Meeting to approve the buy-off of land leases in Amsterdam, which was approved unanimously. A shareholders’ meeting of Vesteda Investment Management B.V. was held to reappoint Mr. Van der Baan as CEO.

In addition, participants attended the annual informal Participants’ Day in September, during which they visited new and renovated projects in The Hague area.

Amsterdam, 16 March 2022

Supervisory Committee

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