Corporate governance and structures

1. The Board of Directors

1.1. A few words about the context: the limited partnership with share capital

Warehouses De Pauw is a limited partnership with share capital (Comm. VA).
The limited partnership has two types of partners. The first consists of the general partner, whose name appears in the company’s commercial name and who has unlimited liability for the commitments it makes. The general partner of WDP Comm. VA is De Pauw NV. Then there are limited or ‘sleeping’ partners, who are shareholders and whose liability is limited to the extent of their investment, without being jointly or severally liable.

It is characteristic of a limited partnership with share capital (Comm. VA) to be managed by a (statutory) management company, which needs to have the capacity of managing partner which, for all intents and purposes, cannot be dismissed and holds the veto right against all important decisions by the General Meeting.
The management company is free to resign at any time. However, its mandate can only be withdrawn by the decision of a judge called upon for this purpose by the General Meeting of shareholders, for legal reasons. The management company cannot take part in the vote on this General Meeting resolution.

The General Meeting can only deliberate and take decisions when the management company is represented. The management company needs to agree to any modification in the articles of association and the General Meeting resolutions on actions concerning the company’s interests with regard to third parties, such as the distribution of dividends and any decision that has an impact on the company’s capital.

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