Corporate Governance

Grand City Properties is wholly committed to stringent standards of ethical behavior and transparency throughout its operations. Its core values of integrity, respect, performance, accountability, and sustainability apply to customers, business partners, and employees alike. These values also form the foundation for the corporate governance structures GCP has implemented to ensure its commitment is upheld.

Sustainable development is a decisive factor for success in the property market, and market-leading corporate governance is a tool for achieving this. Comprehensive compliance is a core tenet of GCP’s risk reduction philosophy. Annual assessments of internal and external compliance risks are used to tailor the company’s management of environmental issues, workplace health and safety topics, and the potential for corruption.

Where our value creation chain is concerned, awareness of our partners’ business practices and contractual commitments to sustainability standards foster comprehensive transparency. The upholding of standards of decent work and respect for human rights are non-negotiable components of GCP’s business premise. Our concrete policies, two-person-assurance structures, and other commitments are presented in our Sustainability Report.

More in-depth information on our corporate governance strategy can be found in the Consolidated Annual Report

The Annual General Meeting takes place within 6 months after the end of the financial year.

The Company is administered by a Board of Directors, which is vested with the powers to perform and manage in the Company’s best interest.

The Board of Directors represents the shareholders as a whole and makes decisions solely in the Company’s best interest and independently of any conflict of interest. The Board of Directors and senior management regularly evaluate the effective fulfillment of their remit and compliance with strong corporate governance standards. This evaluation is also performed by the Audit Committee and the Risk Committee.

The members of the Board of Directors are elected by the shareholders at the AGM for a term not exceeding six years and are eligible for re-election after such term. The directors may be dismissed with or without any cause at any time and at the sole discretion of the shareholders at the AGM. The Board of Directors, a majority of whom are independent, resolves on matters on the basis of a simple majority, in accordance with the articles of association. The Board of Directors chooses amongst the directors a chairperson who shall have a casting vote.

More information on "Management"

The Company closely monitors and manages potential risks and sets appropriate measures in order to mitigate the occurrence of possible failures to a minimum. The risk management is led by the Risk Committee, which constructs the risk management structure, organisation, and processes. The Risk Committee monitors the effectiveness of risk management functions throughout the organisation, ensures that infrastructure, resources, and systems are in place for risk management and are adequate to maintain a satisfactory level of risk management discipline. The Company categorises the risk management systems into two main categories: internal risk mitigation and external risk mitigation.

The Company respects the rights of all shareholders and ensures that they receive equal treatment. All shareholders have equal voting rights and all corporate publications are transmitted through general publication channels and are also available in a specific section on the Company’s website. The Company discloses its share ownership and additionally discloses any shareholder position above 5% when it is informed by the respective shareholder. Shares held and/or acquired by the Company, either directly or through subsidiaries, pursuant to its buy-back program, are suspended from their voting rights.

The shareholders of Grand City Properties S.A. exercise their voting rights at each General Meeting of the shareholders, whereby each share is granted one vote. The AGM of the shareholders takes place within 6 months after the end of the financial year at the registered office of the Company, or at such other place as may be specified in the notice of the meeting. At the AGM of the shareholders the Board of Directors presents, among others, the management report as well as the statutory and consolidated financial statements to the shareholders.

The AGM resolves, among others, on the statutory and consolidated financial statements of Grand City Properties S.A., the allocation of the statutory financial results, the appointment of the approved independent auditor, and the discharge to the (re-)election of the members of the Board of Directors. The convening notice for the AGM of the shareholders contains the agenda and is publicly announced in the Recueil électronique des sociétés et associations in Luxembourg (RESA), in a Luxembourg newspaper and on the Company’s website at least thirty days before the AGM and in accordance with applicable Luxembourg law.