Governance

Gouvernance

Board of Directors and Committees

Statutory Manager

Ascencio S.C.A. is established in the form of a private company limited by shares, whose managing general partner, the general partner, is the public limited company Ascencio. The general partners are shareholders. They assume joint and several liability up to the amount of their participation only. The Société anonyme (limited liability company) is wholly owned by Carl, Eric and John Mestdagh.

Ascencio

Board of Directors

The Board of Directors of the Statutory Manager of Ascencio SCA is composed of at least three directors, at least three of whom must be independent in the meaning of Article 526 ter of the Companies Code.
The directors are appointed for a term of four years and may be re-elected.

The directors are :

  • Carl Mestdagh, Chairman of the Board of Directors, non-executive
  • Serge Fautré, Vice-Chairman
  • Vincent H. Querton, CEO, executive
  • Olivier Beguin, non-executive Director
  • Yves Klein, independent non-executive Director
  • Laurence Deklerck, independent non-executive Director
  • Patrick Tacq, independent non-executive Director
  • Stéphanie Boniface, independent non-executive Director
  • Alexandra Leunen, independent non-executive Director
  • Amand-Benoit d’Hondt, independent non-executive Director

Specialised committees of the Board of Directors

The Board of Directors of the statutory manager has set up three specialised committees.

Ascencio has established an Audit Committee in accordance with Article 526 bis introduced by the Law of 17 December 2008 to the Companies Code and a Nomination and Remuneration Committee in accordance with Article 526 quater introduced by the Law of 6 April 2010 on corporate governance.

In accordance with its Corporate Governance Charter, Ascencio has created an Investment Committee.

Audit Committee

Composition :

The Audit Committee is composed of three non-executive Directors:

  • Laurence Declerck
  • Amand-Benoit d’Hondt
  • Yves Klein

Two of them are independent Directors and have the qualities and skills required in the field of auditing and accounting.

Role:

  • to monitor the process of drawing up the financial information;
  • to monitor the efficacy of the company’s internal control and risk management systems;
  • to oversee the legal control of the annual financial statements and the consolidated financial statements, and to follow up on questions and recommendations made by the Statutory Auditor;
  • to examine and monitor the independence of the Statutory Auditor, particularly as regards the provision of additional services to the company.

The Audit Committee meets at least four times a year, at each quarterly closing, after which it reports to the Board of Directors of the managing general partner.

Download the Audit Committee’s internal regulations.

Nomination and remuneration committee

Composition :

The Nomination and Remuneration Committee is composed of three non-executive Directors:

  • Laurence Declerck
  • Partick Tacq
  • Carl Mestdagh

Role:

  • Advice and assistance to the board of directors of the statutory manager
  • Assists and reports to the Board of Directors in all matters relating to the nomination and remuneration of the Company’s Directors, CEO, executive managers and, where applicable, members of management.

The Nomination and Remuneration Committee meets whenever it considers it necessary in order to perform its responsibilities, and in principle at least twice a year. It performs its duties under the supervision and responsibility of the Board of Directors of the Statutory Manager.

Download
the Nomination and Remuneration Committee’s internal regulations.

Investment committee

The investment committee was created by a decision of the Board of Directors dated 26 November 2015.

Composition :

  • The Chairman of the Board of Directors (Carl Mestdagh),
  • Three independent non-executive (Amand-Benoit d’Hondt, Patrick Tacq and Stéphanie Boniface),
  • One non-executive director linked to the developers Carl, Eric and John Mestdagh (Olivier Beguin),
  • The dirigeants effectifs
  • The directeur immobilier
  • The directeur technique

The Investment Committee may also invite anyone whose presence it considers useful to its meetings.

Role :

The investment committee is an advisory committee whose mission is to advise the Board of Directors on investment files that are submitted to the Board of Directors.
The aim in creating the Investment Committee was to accelerate the Company’s decision making process as regards investment and divestment proposals.
The investment committee meets as often as necessary to perform its duties.
The Investment Committee performs its duties under the supervision and responsibility of the Board of Directors and in strict compliance with the rules of good corporate governance laid down in the Ascencio Charter.

Download the Investment Committee’s internal regulations.

Effective managers

Composition :

  • Vincent H. Querton (Chief Executive Officer)
  • Michèle Delvaux (Chief Financial Officer)
  • Stéphanie Vanden Broecke (Secretary General & General Counsel)

Their term of office is indefinite.

Role :

The effective directors are responsible for the operation of the company and for determining its policy, in accordance with the decisions of the Board of Directors of the managing general partner.

Les-papeteries-de-Genval

Statutory auditor

Deloitte Réviseurs d’Entreprises, represented by Kathleen De Brabander, having its registered office at Luchthaven Nationaal 1J, 1930 Zaventem, was appointed by the Company’s Ordinary General Meeting on 31 January 2017 for a term of three years, i.e. until the adjournment of the 2020 Annual Ordinary General Meeting of Shareholders.

 

Corporate governance charter

Ascencio has adopted a Corporate governance charter which describes a set of rules, procedures and practices which define how the company is managed and controlled. Ascencio has adopted the 2009 Belgian Corporate Governance Code (“Code 2009”) as its reference code. Ascencio SA will follow these rules for as long as it is the managing general partner of the SIR.

Code of ethics

Ascencio’s integrity policy is an important part of its good governance.

Ascencio implements, manages and evaluates a set of instruments aimed at standardising conduct, so as to ensure that conduct is consistent with the pursuit of the goals of the organisation and its values.

Corporate ethics

Ascencio observes ethics to the greatest extent possible, emphasising the values of honesty, integrity and fairness in all its activities.

It does not tolerate any form of corruption and refuses to deal with people involved in illegal activities or those suspected of being so.

Political activities

Ascencio operates in a socially responsible manner, in accordance with the laws of the country in which it operates, and pursues legitimate commercial objectives. It does not finance and does not belong to any political party or organisation.

Conflicts of interest

Ascencio ensures that every person working for it behaves ethically and accordingly to the principles of good conduct in business and professional secrecy. Any member of staff with a conflict of interest has the duty to immediately advise his or her manager. Similarly, a Director must inform the Chairman of the Board of Directors of any such situation, and abstain from participating in the decision-making process. Lastly, a Director faced with a corporate opportunity must immediately inform the Chairman and apply the “Chinese wall” procedure.

Prevention of insider trading

The members of the organs of the company and its staff intending to carry out transactions with Ascencio shares must declare this to the Compliance Officer beforehand. They are strictly prohibited from buying or selling shares during closed periods. They are also prohibited from communicating this information to third parties – including family members.

Articles of Association

Ascencio is a public Regulated Real Estate Company under Belgian law, abbreviated to “public SIR under Belgian law”, existing in the form of a private company limited by shares and whose registered office is situated at Avenue Jean Mermoz, 1 boîte 4, 6041Gosselies Company No. 0881.334.476 Companies Registry Charleroi.

Download the coordinated Articles of Association