
further there is more and more an urge, with all development
within the company and the world, to involve timely expert
opinions to be able to fully fulfill the sounding board role the
Supervisory Board should have.
At least once annually, the Board of Management evaluates
its own functioning as a whole and that of the individual
Management Board members. Further, it identifies areas in
which members require training or development. One of the
key improvements for 2024, a more successful collaboration
between the Belgian and Dutch organizations, has been
further intensified in 2025 with the joint acquisition in
Luxembourg. Furthermore, the first Joint Venture requested
challenging organizational fine tuning that has been
handled by the Board of Management in an efficient, pro-
active, professional way.
Audit Committee
The Audit Committee currently consists of Mr. Brand (Chair)
and Mr. Bontes. The Audit Committee’s main role is to
oversee financial accounting and reporting, internal control,
risk management and the external auditor including auditor
independence. In this context, the Audit Committee
examines and reports to the Supervisory Board on matters
such as (interim) financial reporting and accounts, asset
valuations, risk management, accounting methods, finance
and tax planning and the relationship with the auditor.
The Audit Committee held six meetings in 2025, including
one combined with SB meeting to discuss the 2024 results,
the Annual Report for 2024, the quarterly results for 2025
and the budget for 2026. The meetings were attended by
the Company’s CFO and the Company Secretary, the
external auditor as well as, three times, by the internal
auditor. The attendance rate of Supervisory Board members
to the meetings was 100%. From time to time, when needed,
the Audit Committee invites the CEO to its meetings. Once
a year, the CEO, CFO and the full Supervisory Board meet
to discuss the financial statements and the auditor’s reports.
The Audit Committee regularly convened with the external
auditor, without the Board of Management. The regular items
on the agenda include the financial results and financial
statements, the annual accounts, the property valuations, the
internal and external audit plans, IT general controls, ESG
(and CSRD), findings and opinion, the liquidity profile and
financing of the Company, interest rate and currency risks,
legal risks and tax risks and the in control statements.
In addition, the Audit Committee monitors operational
performance against the budget and reviews investment
and divestment proposals. The external valuations for the
standing portfolio were discussed with the auditors twice a
year.
The Board of Management’s proposal to pay a dividend in
respect of 2025 at € 1.30 per share was approved by the
Supervisory Board in February 2026. This is slightly below
the pay-out ratio of 75-85% and the retained funds will be
used to lower the loan-to-value ratio and for the continued
transformation of the portfolio. This proposal will be
discussed in the AGM on 13 May 2026.
The audit plan 2025 by Deloitte Accountants was discussed
and approved in the July meeting of the Audit Committee.
Mr. J. Holland was the lead partner for the audit.
The Audit Committee ascertained that the internal audit
function performed well. The internal audit plan is updated
annually, tailored to the most recent developments, with input
of Deloitte. The materiality threshold as applied by Deloitte is
set out in the Audit opinion. The Audit Committee ascertained
that all audit findings in excess of the reporting threshold,
adjusted and unadjusted, will be reported by the auditor.
Internal Audit will test design and implementation of
valuation as well as acquisition and disposals processes;
and will test operating effectiveness of financial closing and
leasing processes.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee consists of
Mr. Bontes (Chair) and Mrs. Dechesne. Three meetings were
held in 2025, in February, June, and September, with an
attendance rate of 100%. In December, Mrs. Dechesne
attended a Works Council meeting, upon invitation by the
Council.
During the 2025 AGM, the newly proposed remuneration
policy for the Board of Management has been voted down.
With more than 57% of the votes in favor, the required
qualified majority of 75% of the votes was nevertheless not
obtained. Considering this outcome, the Supervisory Board
reviewed all elements of the policy against market and best
practices in order to be able to table the propose the
(amended) renumeration policy at the AGM in 2026. The
Supervisory Board consulted several key stakeholders, such
as the Works Council, in preparation of the proposal of the
policy to the shareholders on the AGM to be held on 13 May
2026.
The state of diversity was posted on the portal for diversity
of the SER, the Dutch Social Economic Council. The
committee intends to monitor follow-up of the targets that
are set in the Company’s policy.
Annual Report 2025
Wereldhave N.V.
Appendix
Financial
statements
74
GovernanceOur strategyWereldhave in 2025Introduction
Our performance
and outlook
Additional
information