Board of directors
Composition
Currently, the company is governed by a board made up of 8 members (12 maximum), including 3 independent members, as laid down in the Corporate Code and in Annex A of the Belgian Corporate Governance Code. A table showing the members of the board of directors can be found here-under.
During the financial year 2006-2007, the board of directors met 15 times. Directors are appointed a maximum of 3 years by the general meeting of shareholders and can be dismissed by it at any time. They can be re-elected.
Jean-Louis Duplat
Chairman – Independent Director
Belgian – 30 May 1937
32, avenue des Erables – 1640 Rhode-Saint-Genèse
End of mandate: October 2011
Current mandates or positions: Chairman of the Board of Directors of Portonani NV – Director of Omega-Pharma SA and Brantano – Director of the CHIREC non-profit making hospital network – Member of the “Proxy-voting committee” “Dexia Asset Management” – Member of the Strategic Committee of the Dutch-Belgian group Bencis
Mandates carried out during the past 5 years and professional career: Chairman of the Board of Directors of Vooruitzicht NV (up until 2005) – Honorary chairman of the Banking and Finance Commission and Commercial Court

Stefaan Gielens
Managing Director – Executive Committee (C.E.O)
Belgian - 21 October 1965
331-333, avenue Louise - 1050 Brussels
End of mandate: October 2009
Other current mandates or positions: CEO of Aedifica SA – Director of Aedifica Invest SA- Permanent representative of Aedifica with a mandate of Managing Director for Au Bon Vieux Temps SA, Clavan NV, Aux Deux Parcs NV, Séniorie Mélopée SA and Senior Service Evere NV, and with a mandate of manager for L'Air du Temps SPRL, Christiaens BVBA, Peeters BVBA and Ter Wolf BVBA.
Mandates carried out during the past 5 years and professional career: Director of I&V NV, Ring NV, ECI SA and SEIMI SA. Managing Director of Almafin Real Estate SA and Almafin Real Estate Services SA – Director of Biprop SA, Celestimmo SA, Distienen SA, FM-A Invest SA, General building leasing SA, Imfina SA, Immo Arenberg SA, Immo Genk-Zuid SA, Immo-Duo SA, Immo-Prim SA, Immo-Quinto SA, Immo-Tetra SA, Immo-Tres SA, Immocert T’Serclaes SA, Immolease-Trust SA, Origo Belgium SA, Orim SA, SM Berchem SA, SM Vinvoorde SA, Trelo SA, Trustimmo SA, VGM Dorlick SA, VGM Manhatten-Kruisvaarten SA and Weyvelmij SA – Director of the Dutch companies Dala Beheer, Dala property holding III, Dala XV, Dala XX, Sicalis and the French company Almaloisir & Immobilier – Several positions within various KBC group companies – Barrister at the Brussels Bar.
Adeline Simont
Director – Founder
Belgian – 16 January 1960
18, rue Guimard - 1040 Bruxelles
End of mandate: October 2011
Other current mandates or positions: Managing Director of Degroof Corporate Finance SA – Director of Andel SA (Martin’s Hotels Group) - Director of Aedifica Invest SA.
Mandates carried out during the past 5 years and professional career: Director I&V NV, Ring NV, SEIMI SA and ECI SA. Associated Weavers International SA - Several positions within Degroof SA bank in the Corporate Finance & Investment Banking department and previously in the Loans department
Serdiser SCA represented by Pierre Iserbyt
Independent Director
R.P.M 0478.945.121
34, rue du Château d’Eau - 1180 Brussels
For mail : c/o Foruminvest SA, 360, boulevard du Souverain - 1160 Brussels
End of mandate : October 2009
Other current mandates or positions of the company : Director of Foruminvest SA – Director of Shopping Centre Management Services NV, De Vlier, Mons-Rénovation, Mons Revitalisation and Mons-Appui
Mandates carried out during the past 5 years of the company : Director of Foruminvest SA – Director of Shopping Centre Management Services NV, De Vlier, Mons-Rénovation, Mons Revitalisation and Mons-Appui
Other current mandates or positions of the person: Director of the Wiels Centre for Contemporary Art
Mandates carried out during the past 5 years of the person and professional career:
Managing Director of GIB Immo – Managing Director of Redevco
Re-Invest SA represented by Brigitte Gouder de Beauregard
Independent Director
R.P.M 0436.020.344
34, avenue Saturne -1180 Bruxelles
End of mandate : October 2009
Other current mandates or positions of the company: Managing director of the following French companies: sas Carré 92, sas Louvresses Development 1, sas Louvresses Development 2
Mandates carried out during the past 5 years of the company : Managing director of the following French companies: sas Carré 92, sas Louvresses Development 1, sas Louvresses Development 2
Other current mandates or positions of the person : Director of ASBL Musée de l’Europe
Mandates carried out during the past 5 years of the person and professional career : Director of ASBL Musée de l’Europe - Consultant in real estate development for Fortis Real Estate Development and Fortis Real Estate Asset Management - Managing director of the Compagnie Immobilière de Belgique.
Services et Promotion de Lasne SA represented by Jacques Blanpain
Director representing shareholders
R.P.M 0427.291.631
30, Clé des Champs - 1380 Lasne
End of mandate: October 2011
Other current mandates or positions of the company: /
Mandates carried out during the past 5 years of the company : /
Other current mandates or positions of the person : Managing Director of Services et Promotion de Lasne – Director of Blanpain Distribution SA and Chrono Euro Diffusion SA
Mandates carried out during the past 5 years of the person and professional career: Director of Longchamps Libertas SA, Le Manoir SA, Olphi SA, Emmabe SA, Bertimo SA, Services et Promotion de la Vallée SA
Galila Barzilaï Hollander
Director representing shareholders
Belgian and Israeli – 13 January 1949
65A, chemin de Bas Ransbeck - 1380 Ohain
End of mandate: October 2011
Other current mandates or positions: Managing Director of Hotel Siru SA, Mat IMB SA and Monlogis SA – Director and Managing Director of Association Révolution SA – Manager of EICC SPRL and L’Héritage SPRL
Mandates carried out during the past 5 years of the person and professional career: /
Jean Kotarakos
Director - CFO – Member of Executive Committee
Belgian – 20.02.1973
331-333, Louizalaan - 1050 Brussel
Other current mandates or positions: CFO of Aedifica NV – Managing Director of Au Bon Vieux Temps SA, Clavan NV, Aux Deux Parcs NV, Seniorie Mélopée SA and Senior Service Evere NV.
Mandates carried out during the past 5 years and professional career : Director of I&V NV, Ring NV, ECI NV, SEIMI NV, SA D'Ieteren Lease NV, Lease Management NV - Finance and Quality Director of SA D'Ieteren Lease NV - Responsable Consolidation & Corporate Planning SA D'Ieteren NV - Auditor KPMG.
Bevalex NV represented by Sophie Maes
Independent Director
R.P.M 0422.853.696
9, Moutstraat -9000 Ghent
End of mandate : October 2012
Other current mandates or positions: CEO of Group Maes, Director of Orelio NV, Saturno NV, Building Hotel Maes NV, Ghent Industrial Investment NV, Aalterpaint NV, Advanced Computer Systems Technics NV, Romano NV, Investera NV, Investpool NV, Investate NV, Messiaenen NV, Espace Belliard NV, Alides NV, Investment Leopold NV, Profin BVBA, Algemene Bouw Maes NV, Fonsny NV, Insumat NV, R. Maes NV, MAPP SCI, Imco SCI, Wonen op Poel en Ramen VZW, VOKA-Kamer van Koophandel Oost-Vlaanderen VZW, VOKA Vlaams Economisch Verbond VZW, BVS-UPSI (Chairmand Flanders), Forstis.
Executive management
Composition
The board of directors has not opted to create an executive committee within the meaning of the Corporate Code.
The executive management is made up of Mr Stefaan Gielens, CEO - Managing Director, and Mr Jean Kotarakos, CFO - Director. In accordance with Article 38 of the law of 20 July 2004 on certain forms of collective management of investment portfolios, these directors are together responsible for the day-to-day management of the company, as well as for representing the company in the context of this management.
They report to the board of directors about their management.
Stefaan Gielens
Managing Director - Member of executive committee - CEO
Jean Kotarakos
Director - Member of executive committee - CFO
Committees of the board of directors
The board of directors has set up two internal specialist committees, i.e. the audit committee and the appointments and remuneration committee, with the aim of providing it with assistance and advice in the fields they deal with. These committees have no decision-making powers. However, they do have an advisory role and report to the board of directors, which then makes the decisions.
Audit committee
The audit committee is made up of 3 directors, including 2 independent directors, namely:
Re-Invest represented by Mrs Brigitte Gouder de Beauregard, Committee Chairman, Independent Director
Mr Jean-Louis Duplat, Independent Director
Mrs Adeline Simont, Director
Appointments and remuneration committee
The appointments and remuneration committee is made up of 2 independent directors and 1 Director:
- Serdiser SCA represented by Mr Pierre Iserbyt, Committee Chairman, Independent Director
- Re-Invest represented by Mrs Brigitte Gouder de Beauregard, Independent Director
- Mrs Adeline Simont, Director
Compliance officer
Mr Jean Kotarakos, CFO of Aedifica, has been appointed “Compliance Officer” by the Board of Directors to oversee conduct and declaration requirements relating to the company’s share transactions, and to prevent insider trading.
External supervision
Approved auditor
The task of auditing and certifying Aedifica’s consolidated and non-consolidated accounts has been entrusted to an auditor approved by the Banking, Finance and Insurance Commission, namely Mr Dirk Smets, company auditor, from BST Réviseurs d’Entreprises SPRL, located at 88 (b16), Rue Gachard, 1050 Brussels.
He has the unlimited right to supervise the company’s operations.
Property experts
Aedifica’s property portfolio is supervised by two independent property experts, namely Crombrugghe & Partners SA and Stadim CVBA.
In accordance with the Royal Decree of 10 April 1995, the experts appraise the entire portfolio every quarter, and their appraisal constitutes the book value (“fair value”) of the properties shown in the balance sheet.