The Board of Directors of the FDC, assisted by the Investment Committee, is the governing body of the FDC. In addition, the Board of Directors created a real estate committee in 2010. The governance of the SICAV is provided by its Board of Directors and its General Meeting whose terms are set out in the company’s articles of association and in the Luxembourgish legislation regarding commercial companies.
The Board of Directors of the FDC
The Board of Directors represents and manages the FDC in all matters that have not expressly been conferred by law and regulations to other entities. Accordingly, it:
- draws up FDC’s articles of association;
- establishes directives concerning the principles and rules regarding the asset management;
- approves the annual budget;
- approves the annual statement of income and expenditure and the balance sheet.
It should be noted that the above decisions are submitted for approval to the Minister of Social Security, upon advice of the Inspection générale de la sécurité sociale.
The Board of Directors of the FDC consists of four contributor representatives, four employer representatives, three members appointed by the Government and the Chairman of the national pension insurance institution Caisse nationale d’assurance pension who has civil servant status. The latter is the Chairman of FDC's Board of Directors pursuant to article 262, subparagraph 1 of the social security code Code de la sécurité sociale. A substitute is appointed for each member. The procedure of appointment of contributor and employer representatives and their substitutes is determined by a Grand-Ducal regulation.
The Board of Directors may also create committees and may have recourse to the services of experts. Accordingly, a real estate committee was created in 2010 whose task is to prepare the decisions of the Board of Directors related to the management of direct property holdings. This committee is composed of two employer representatives, two contributor representatives, the Chairman of the FDC and a designated member from FDC’s administration.
The Investment Committee of the FDC
The Investment Committee has assisted the set-up of the SICAV and now supports the Board of Directors in its investment decisions.
The committee is composed of the representative of the Chairman of the FDC, one employer representative, one contributor representative and three external members appointed by the Board of Directors of the FDC on the basis of their financial skills and experience.
The Real Estate Committee of the FDC
In accordance with article 263, paragraph 5 of the social security code Code de la sécurité sociale, FDC’s Board of Directors established in 2010 a specific committee entitled «Real Estate Committee». The given committee is responsible to support FDC’s Board of Directors in all matters related to direct real estate.
The committee is composed of FDC’s chairman, two employer representatives, two contributor representatives and a member of FDC’s administration.
The General Meeting of the SICAV
The articles of association specify that the sole shareholder of the company, acting through the Board of Directors of the FDC, exercises all powers devolved to it at the general shareholders' meeting.
The national legislation concerning commercial companies sets out the terms that apply to general meetings of public limited companies. To summarise, legislation confers to the General Meeting the broadest powers to take or to ratify all acts relating to the operations of the company.
The Board of Directors of the SICAV
The full members of FDC’s Board of Directors and the external members of the Investment Committee constitute the Board of Directors of the SICAV. The Chairman of the FDC is also the Chairman of the SICAV.
The powers applicable to the Board of Directors are set out in the company’s articles of association. In general, these articles confer to the Board of Directors the ability to undertake all those acts of disposal and administration in the interest of the company.