Corporate governance and structures

Since 1 January 2005, Belgian companies listed on the stock exchange are subject to the Belgian Corporate Governance Code. This legislation, which defines the various principles of good governance and transparency, was drawn up by the Corporate Governance Commission, established on 22 January 2004 upon the initiative of the Banking, Finance and Insurance Commission (CBFA), the Federation of Enterprises in Belgium (FEB) and Euronext Brussels.

WDP fully endorses the principles in the Corporate Governance Code and makes every effort to comply at all times with the standards in this area, with due regard to the size of the company and WDP’s specific management structure.
For this last reason, the corporate governance principles are implemented mainly in the management structure of the statutory management company. Integrity and correctness in business conduct is and always has been a priority for the closed-end property investment company.
In this respect, WDP attaches considerable importance to the pursuit of a harmonious balance between the interests of its shareholders on the one hand and those of other parties who are involved either directly or indirectly with the company, the ‘stakeholders’.

The Corporate Governance Code mandates the ‘comply or explain’ principle, in which deviations from the recommendations have to be justified.
The WDP Corporate Governance Charter deviates from the recommendations of the Corporate Governance Code on a few items only. The deviations from these can be explained by the limited size of the Board of Directors of the management company of WDP:

• the appointments and remuneration committee meets at least once a year. The Corporate Governance Code recommends at least two meetings per year, but given the limited size of the Board of Directors and workforce of the management company, a second meeting is superfluous;
• the Corporate Governance Code prescribes that the appointments committee should contain a majority of independent directors. WDP’s appointments committee consists of the entire Board of Directors of the management company.

The appointments committee consequently consists of six members, half of which, and hence not the majority, are independent directors. The Corporate Governance Code also recommends that the remuneration committee should consist of non-executive directors exclusively. WDP’s remuneration committee’s composition deviates from this, since it consists of four members, three of which are non-executive directors, plus the executive chairman of the Board of Directors of the management company.

• the management company’s managers are appointed for a period of six years, contrary to the maximum of four years required by the Corporate Governance Code. WDP prefers a period of six years, since this offers the managers the chance to thoroughly get to know the field of cepics, allowing WDP to profit maximally from their specific, individual experience.

This chapter of the 2009 annual financial report includes the contents of the WDP Corporate Governance Charter, which can also be found on its website www.wdp.be. The description of the Board of Directors of the management company and executive management applies to the situation as at 31 December 2009.

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