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Corporate Governance Charter

Qrf City Retail has prepared its Corporate Governance Charter taking into account the Belgian Corporate Governance principles, which are reflected in both the 2009 Governance Code and the Belgian Companies Code.

For the preparation of its Corporate Governance Charter, Qrf City Retail remained faithful to the Belgian Corporate Governance principles contained in the 2009 Governance Code, except as regards the following elements:

  • Deviating from principle 2.9 of the 2009 Governance Code, no formal secretary shall be appointed in view of Qrf City Retail’s size, its activities and the efficiency of its decision-making process. For the same reasons, Qrf City Retail does not have an internal corporate lawyer and will appeal to specialist external legal advice where it deems such would be appropriate and necessary.
  • Deviating from principle 3.5 and 6.7 of the 2009 Governance Code, there is the possibility that a number of conflicts of interest in respect of certain directors and members of the executive management may rise. Qrf City Retail has built in a number of procedures with a view to reducing the risk of any adverse impact of such conflicts on Qrf City Retail.

These deviations shall be explained in the annual corporate governance statement.

Qrf City Retail and the Statutory Manager shall comply with the recommendations of the 2009 Governance Code and the legal provisions on corporate governance by applying these mutatis mutandis to the governance organisation within the Statutory Manager. Being the governing body of Qrf City Retail’s manager, it is after all the board of directors of the Statutory Manager who decide collegiately on Qrf City Retail’s values and strategy, its willingness to take risks and the key policies and who supervise Qrf City Retail in a collegiate manner.

The Board of Directors of the Statutory Manager has approved the Corporate Governance Charter on November 26, 2013. It was last revised on November 9, 2016. This also includes three appendices, namely: (i) the independent director criteria, (ii) the Dealing Code and (iii) the list of reserved competencies.

Qrf City Retail’s corporate governance charter takes into account the particular obligations to which Qrf City Retail is subject as a Regulated Real Estate Company (RREC). A copy of the corporate governance charter can be obtained at the registered office of the Statutory Manager free of charge.

Download the Corporate Governance Charter (Dutch) and the Coordinated Articles of Association (Dutch).