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    URW   FR0013326246


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Unibail Rodamco Westfield : Supervisory Board Charter

05/12/2021 | 11:22am EDT




This charter (the "Charter") was adopted by the Supervisory Board (the "SB") of UNIBAIL-RODAMCO-WESTFIELDSE (the "Company") on June 26, 2007 and was last amended on May 12, 2021.

Article 1. Status and Scope of the Charter

  1. This Charter is issued pursuant to Article 15 of the Company's Articles of Association and is complementary to the rules and regulations applicable to the SB under French law and the Company's Articles of Association. In case of discrepancy between this Charter and the Articles of Association, the Articles of Association shall prevail.
  2. The following annexes are attached to, and form an integral part of, this Charter:
    Annex A: Profile of the SB.
    Annex B: SB Resignation Rules and Rota.
    Annex C: Audit Committee Charter.
    Annex D: Governance, Nomination and Remuneration Committee (the "GNRC").
    Annex E: Resolutions of the Management Board requiring the prior approval of the SB.
  3. In its resolution adopted on June 26, 2007 and amended on December 20, 2007, the SB unanimously declared that:
    1. it will comply with, and be bound by the obligations arising from this Charter;
    2. on the appointment of new SB members it will cause such members to issue a declaration as referred to in a) above.
  4. The SB shall evaluate this Charter annually to identify any specific aspects in respect of which amendments to this Charter and/or further regulations are required.
  5. This Charter is published on the Company's website.

Article 2. Responsibilities of the SB

2.1. The SB shall be responsible for supervising the Company's management and general affairs and the business connected with it, and for advising the Company's Management Board (the "MB"). In fulfilling its duties, the SB shall be guided by the interests of the Company and its business; it shall take into account the relevant interests of all those involved in the Company. The SB is responsible for the quality of its own performance.


Supervisory Board Charter - May 12, 2021

  1. Without prejudice to the relevant provisions of the Company's Articles of Association, the responsibilities of the SB shall include:
    1. supervising and advising the MB on:
      1. the Company's performance;
      2. the Company's strategy and risks inherent to its business activities;
      3. the structure and management of risk management and internal control systems;
      4. the financial reporting process; and
      5. the compliance with applicable legislation and regulations;
    2. disclosing, complying with and enforcing the Company's corporate governance structure;
    3. evaluating and assessing the functioning of the MB, the SB and their individual members (including the evaluation of the SB's profile and the induction and training program);
    4. when the Company's general meeting of shareholders (the "General Meeting") issues a negative opinion on the remuneration packages of executive directors presented, the SB shall, on the advice of the RC, discuss this matter at its next meeting and immediately thereafter publish on the Company's website a notice detailing how it intends to deal with the opinion expressed by shareholders at such meeting;
    5. handling and deciding on reported potential conflicts of interests between the Company on the one side and MB members on the other side;
    6. handling and deciding on reported alleged irregularities that relate to the functioning of the MB;
    7. approval of the proposed resolutions of the MB as set out in Annex E.
  2. The SB shall prepare and publish, in the Company's registration document, a corporate governance report (the "SB's Report") including its comments on the MB report and the financial statements. The SB's Report shall at least include the information required by French law.
  3. The SB appoints the MB members, including the MB Chairman.
  4. To the extent permitted by applicable law, the Company takes out a D&O policy covering liability for the benefit of the SB members.

Article 3. Composition, Expertise and Independence

  1. The SB shall be composed of 8 to 14 members. The SB shall prepare a profile of its competences and desired composition. The SB shall evaluate the profile annually.
  2. The composition of the SB shall be such that the combined experience, expertise, balance in gender representation, mix of nationalities and age structure of its members meet the profile attached as Annex A and enables the SB to best carry out its responsibilities and duties to the Company and all others involved in the Company (including its shareholders), consistent with applicable law and regulations (including the rules of any exchange on which the Company may be listed). As regards the representation of men and women, nationalities and the diversity of skills, the SB shall publish in the registration document the objectives, methods and results of its policy on this matter.


Supervisory Board Charter - May 12, 2021

  1. In composing the SB, the following requirements must be observed:
    1. all of its members shall hold a fairly significant number of stapled shares at least equal to one year of non-SB Chairman gross SB remuneration (excluding committee remuneration and other remuneration and expenses) and, where possible, registered with the Company's share custodian1;
    2. all of its members must be capable of assessing the broad outline of the Company's strategy, activities and the nature of its business;
    3. all of its members must match the profile attached as Annex A and, by way of their respective participation in the SB (upon (re-)appointment and thereafter), the SB as a whole must be composed in accordance with Article 3.2;
    4. at least 2/3 of its members must be independent within the meaning of Article 3.4; and
    5. terms of office are always renewable.
  2. An SB member will be considered independent within the meaning of Article 3.3 (d) if he or she has no relationship of any kind whatsoever with the Company, its Group or the management of either that is such as to colour his or her judgment. The independence of an SB member is determined by a resolution of the SB, upon the recommendation of the GNRC.
    The criteria that the committee and the SB should examine in order to determine whether an SB member is independent and to help avoid the risk of a conflict of interest between the SB and the MB, the Company or its group, is as follows:
    • the SB member is not an employee or executive officer (mandataire social exécutif) of the Company, nor an employee or executive officer of its parent or of one of its consolidated subsidiaries, and has not been one during the previous five years;
    • the SB member is not an executive officer of a company in which the Company holds a directorship, directly or indirectly, or in which an employee appointed as such or a current or former (during the previous five years) executive officer of the Company is a director;
    • the SB member is none of the following (nor linked directly or indirectly to): a customer,
      supplier, investment banker or commercial banker - in each case: (i) which is material to the Company or its group, or (ii) for which the Company or its group represents a significant part of the entity's activity. In considering the materiality, the SB shall examine, for both entities when possible, the financial relationship, the continuity in duration and intensity of the relationship and the position of the SB member in such company;
    • the SB member does not have any close family ties with an executive director (mandataire social) of the Company;
    • the SB member has not been an auditor of the Company over the past five years;
    • the SB member has not been an SB member or director of the Company of its parent or of one of its consolidated subsidiaries for more than twelve years;
    • the SB member has not received personal financial compensation from the Company including any compensation related to the performance of the Company other than the compensation received for the work performed as an SB member and in so far as this is in line with the normal course of business;
    • the SB member is not a member of the management board of a company, of which an MB member (that he/she supervises) is a supervisory board member (cross -ties); or
    • the SB member has not temporarily managed the Company during the preceding twelve months while MB members were absent or unable to fulfil their duties.

As for SB members representing the Company's significant shareholders or its parent company, they shall be considered independent as long as they do not in whole or in part control the Company; beyond a threshold of 10% of the share capital or voting rights, the SB acting upon a report from the GNRC, should examine individually each case in order to determine whether

1 The requirement must be satisfied within 2 years of their first date of nomination.


Supervisory Board Charter - May 12, 2021

the given SB member may be considered independent or not, taking into account the composition of the Company's share capital and whether there exists potential for any conflicts of interest.

  1. Each member of the SB shall be required to submit to the MB Chairman and the SB Chairman any information as may be required to comply with the regulations of the French Autorité des marchés financiers or other market regulator in a prospectus, registration document (document de référence) or other document as well as with the regulations of the AFM and Euronext Paris and Amsterdam.
    Each SB member shall act with independence, loyalty and professionalism.
  2. Each SB member shall not hold more than 4 non-executive directorships in any French or foreign listed company not affiliated with his or her group (i.e. a total of 5 non-executive directorships in any listed company including the Company). Each SB member who is an executive director at another company shall not hold more than 2 non -executive directorships in any French or foreign listed company not affiliated with his or her group (i.e. a total of 3 mandates including the Company).
    Each SB member shall seek the prior approval of the SB (who shall conduct, among other things, a conflicts of interest analysis) before accepting a new directorship and shall keep the SB informed of the directorships or any other commitment held in any other organisation(s), including participation on any committee(s).

Article 4. Chairman, Vice-chair and SB Secretary

  1. The SB shall appoint a Chairman and a Vice-Chair from among its members. The Chairman represents the SB in external matters.
  2. The SB Chairman ensures:
    1. the SB members follow their induction and training program;
    2. the SB members receive in good time all information which is necessary for the proper performance of their duties;
    3. there is sufficient time for consultation and decision-making by the SB;
    4. the committees of the SB function properly;
    5. the performance of the MB and SB members is assessed at least once a year;
    6. the SB appoints a Vice-Chair (who may temporarily replace the Chairman if he/she is absent or incapacitated);
    7. receiving, and deciding on, related party transactions within the meaning of French law;
    8. receiving, and deciding on, reported alleged irregularities relating to the functioning of the MB members;
      1. the orderly and efficient conduct of the General Meeting;
      2. the timely decision by the SB on MB proposals subject to the prior approval of the SB, as set out in Annex E; and
      3. that the information required by French law is published in the SB's Report.
  3. The SB shall be assisted by an SB Secretary.


Supervisory Board Charter - May 12, 2021

Article 5. Supervisory Board Committees

  1. The SB shall have two committees, i.e. the Audit Committee and the GNRC, to be appointed by the SB from its own members. The (entire) SB remains responsible for its decisions even if they were prepared by one of the SB committees; the SB committees only having the power to make recommendations.
  2. The SB shall appoint a Chair of the Audit Committee and of the GNRC from among the members of the respective committees.
  3. The SB shall prepare charters governing the respective committee's practices and principles (responsibilities, composition, meetings, etc.). The charters of the respective committees are attached as Annexes C and D to the present Charter.
  4. The charters of the respective committees and their composition shall be placed on the Company's website.
  5. The SB shall be informed of the deliberations and findings of each of the committees in the first SB meeting following the relevant committee meeting.

Article 6. (Re-)appointment, Term and Resignation

  1. The SB members shall be appointed in accordance with the Company's Articles of Association. On re-appointment, the candidate's past performance of his/her duties as an SB member shall be taken into account. SB members shall be appointed for a maximum period of 3 years at a time.
  2. The SB shall prepare resignation rules and rota to prevent, to the greatest extent possible, reappointments occurring simultaneously. The present resignation rules and rota of the SB are attached as Annex B. Subject to Article 6.3, SB members shall resign in accordance with the resignation rota.
  3. SB members shall retire early in the event of inadequate performance or structural differences of opinion or incompatibility of interests.
  4. In the event that more than 1/3 of the SB members are over 70 years of age, the eldest of the members over 70 years of age and above said limit are deemed to have resigned.

Article 7. Remuneration

  1. The global remuneration envelope of the SB is determined by the General Meeting. The SB decides the repartition of such amount among its members and the members of its committees, subject to, if applicable, the vote of such remuneration at the General Meeting pursuant to applicable law.
  2. SB members' ownership interest in the Company shall be for long -term investment.
  3. Rules providing for SB members' investments and transactions in the Company are included in the Company's insider trading rules as published on the Company's website.
  4. SB members shall be reimbursed by the Company for all reasonable costs and expenses incurred in connection with their attendance of meetings and the program as referred to in Article 8. Any other reasonable costs and expenses shall only be reimbursed, either in whole or in part, if such costs and expenses have been incurred with the prior consent of the SB Chairman, or of the Audit Committee Chair if such costs and expenses have been incurred by the SB Chairman. The SB Chairman shall inform the SB of such expenses paid on an annual basis, where appropriate.


Supervisory Board Charter - May 12, 2021

This is an excerpt of the original content. To continue reading it, access the original document here.


Unibail-Rodamco-Westfield SE published this content on 12 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 15:21:06 UTC.

© Publicnow 2021
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