Vastned attaches great importance to good corporate governance. As a listed company Vastned endorses the Dutch Corporate Governance Code 'the Code' and its principles. Currently Vastned complies with virtually all best-practice principles of the Code. At present, Vastned deviates from the principles and best-practice principles as formulated in the Code on one point. The deviation is on: Limitation of dismissal pay to a maximum of one year's salary. The annual report elaborates in more detail on compliance with the Code and its best-practice principles.
Members of the Supervisory Board and the Board of Management hold shares in Vastned only for long-term investment; the shares were purchased at their own cost. When purchasing and selling shares, they act in accordance with the regulations adopted by the company as meant to in Article 5, paragraph 65 of the Financial Supervision Act. Transactions are also reported to the Authority for the Financial Markets (www.afm.nl) in accordance with relevant regulations. Furthermore, Vastned has drawn up regulations in respect of trade in publicly listed securities. Transactions by members of the Supervisory Board, the Board of Management and other Vastned employees are reported to Vastned's compliance officer.
Specific corporate governance requirements for the Board of Management
Transactions of members of the Board of Management
Vastned has not entered into any transactions with any of the members of the Board of Management other than those that arise from their employment contracts.
Conflicting interests of members of the Board of Management
None of the members of the Board of Management has entered into competition with Vastned in any way. No payments have been made by Vastned to the members of the Board of Management or their family members, no unjustified benefits have been provided to third parties by any member of the Board of Management, nor have any business opportunities been provided by Vastned to either a member of the Board of Management or his family. In the context of the corporate governance pursued by Vastned, the members of the Board of Management declare to comply with the Code in all abovementioned cases.
Loans to members of the Board of Management
Vastned has not provided loans to its members of the Board of Management, nor have the members of the Board of Management provided loans to Vastned.
Amendment of the Dutch Financial Markets Supervision Act
The Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) has been amended further to implementation of the European Directive 2011/61/EU on Alternative Investment Fund Managers (the "AIFMD"). Pursuant to this amendment, Vastned Retail NV is no longer an investment institution within the meaning of the Dutch Financial Markets Supervision Act, whereby the current license will not by operation of law be converted as of 22 July 2014. As a result hereof, the license of Vastned Management BV as manager of Vastned Retail NV ended as of 22 July 2014. The regulations applicable to listed companies, as amongst others laid down in the Dutch Financial Markets Supervision Act, continue to apply in full.