Bouwinvest’s internal organisation

The year 2022 started with Covid restrictions but as the impact of the disease lessened, more normal office life resumed. Nevertheless, hybrid working is becoming increasingly embedded in society and Bouwinvest has made a priority of developing IT systems and processes to ensure cooperation between colleagues is not affected. Bouwinvest introduced a Team Manifest process which ensures that teams agree on such issues as communication means and frequency, team days at the office, the need for physical, digital and hybrid meetings and other issues that they come across. Our office is meant for working together and socialising within and across teams, so consistent working at the office is essential. Bouwinvest organised regular social events to bolster team spirit and this, plus making the best of the physical building, will remain topics in 2023. 

The year 2022 was typified by an increasingly tight labour market and finding candidates for some roles became increasingly time consuming. The company’s Real Value for Life purpose, its strategy, the nature of the business and the way Bouwinvest conducts business has helped to attract talented new employees. Disappointingly, this has not translated into reaching our formation (FTE) targets. For the coming years Bouwinvest will further invest in the employer branding strategy and in improving the recruitment process. 

In 2022 Bouwinvest improved its onboarding processes to introduce new members of staff to the wider organisation.

Growing management organisation 

Bouwinvest acquired properties worth € 709 million in 2022 and invested capital increased by € 0.3 billion to € 15.9 billion. Last year saw solid growth in the capital entrusted by investors: this increased by almost € 0.4 billion to € 19.0 billion. The management organisation is also seeing steady growth, partly driven by the increased workload deriving from compliance with legal and regulatory requirements. In 2022, the workforce increased by 36 new employees (33.7 FTEs) while 22 employees (20.7 FTEs) left the organisation, representing a turnover rate of 10.2%. This turnover rate is relatively low for an organisation in transition, and Bouwinvest sees this as a healthy development. At year-end 2022, Bouwinvest had 209.8 FTEs (2021: 196.6 FTEs), unfortunately well below the target formation (FTE).

HR Strategy 

Bouwinvest’s Shape and Develop HR policy is aimed at strengthening the company’s attractiveness as an employer while bringing in and retaining new talent. As the company grows into a fully-fledged investment manager, its HR platform is developing into a service in which leadership development, strategic workforce planning, talent management and life-long learning are increasingly at the fore.   

Bouwinvest was also able to implement its talent programme and an enthusiastic group took part in the personal leadership programme and accompanying projects. In 2023 a new phase of professional growth will be managed by a dedicated Transformation Office which will also include specific expertise in building Human Resource Management (HRM) to meet future demands. 

Bouwinvest has put additional effort into maintaining and improving a safe social working environment. We have again alerted staff to our code of conduct, brought in both internal and external mentoring, and Young Bouwinvest held a workshop on personal bias. 

Bouwinvest’s absenteeism rates have been below the benchmark for years but in 2022 the rate rose, due to several long periods of absence. The HR department has now started a partnership with OpenUp, an online support website offering psychological help, in an effort to reduce work-related mental health issues, which is a growing problem in wider Dutch society. 

Controlled remuneration policy 

Bouwinvest has always had a controlled and careful remuneration policy for both the Management Board and its employees, with few variable (performance-related) components, appropriate to its purpose and within the guidelines set by the regulatory bodies (DNB/AFM). Bouwinvest also follows the Dutch Corporate Governance Code. 

Total staff remuneration of employees with permanent contracts at Bouwinvest, including salaries, social security charges and pension contributions, amounted to € 28.9 million in 2022 (2021: € 27.3 million). 

An increase of the personnel costs was the result of indexation effective 1 July 2022, annual personnel salary increases, increased pension contributions and the relatively high salary level of newly recruited personnel. The variable remuneration amounted to € 1.2 million in 2022 (2021: € 1.2 million) and the costs of hiring temporary staff came in at € 2.6 million (2021: € 1.9 million). The decrease of the average personnel costs per FTE on page 8 is a result of a high number of new employees attracted in the last months of 2022.

In total 52% of employees qualify for variable remuneration of a maximum of 4% of their gross annual base salary, based on the organisation’s collective performance targets. Individual performance targets have been agreed with the remaining 48% - the more senior positions and the management. These employees have total variable remuneration maximising at 10% of their gross annual base salary. The Management Board bears primary responsibility for the remuneration policy.

Renewal of remuneration policy 

Bouwinvest decided that the Management Board would no longer receive any variable remuneration at all from 2021. To compensate, fixed salaries have been increased. This step is in line with Bouwinvest’s approach to social responsibility and the policies of other pension providers and asset managers. The renewal of the remuneration policy for Bouwinvest employees is on the agenda for 2023. 

Staff remuneration based on AIFMD remuneration rules

Bouwinvest works on the basis of an AIFMD licence. Below is the total amount of remuneration Bouwinvest paid out to its staff over the whole year, divided into fixed and variable income. 

Identified staff 

The aggregate amount of the remuneration at Bouwinvest, divided into the highest levels of senior management and the identified staff members whose actions have a significant impact on the risk profile of the investment entity, is given below. In 2022, 29.3 FTEs qualified as identified staff (2021: 26.5 FTEs). 

An explanation of the remuneration of the Management Board and the Supervisory Board is included in the Remuneration report on page 60. 

Taxation

Legal changes

The Dutch government has announced that from 1 January 2025, Fiscal Investment Institutions (FIIs) may no longer invest in directly-held real estate. The draft legislation will be published in September 2023, and the measure implies that FIIs will become subject to corporate income tax at the normal rate.  

Although Bouwinvest did not expect this measure to be taken within such a short time frame, the company has been anticipating a restructuring of the open funds into a closed Fund for Mutual Account (FMA) since 2020. The fiscal transparency of the FMA structure prevents double taxation for investors.  

Under current law, investors holding at least one third of a fund but less than 90% (bpfBOUW) pay a substantial amount of real estate transfer tax (RETT) and taxable investors will face early taxation of capital gains upon conversion of their FII shares into FMA participations.   

Following extensive advocacy by Bouwinvest, the Dutch Association of Institutional Real Estate Investors in the Netherlands (IVBN) and the Dutch Federation of Pension funds (Pensioenfederatie), the Dutch government has announced that a transitional RETT exemption will be included in the law proposal prohibiting FIIs from directly investing in real estate. The exemption will be applicable to restructurings in 2024. Bouwinvest took the lead in this approach and it was the first time both industry organisations combined forces in advocating their joint interests. 

Bouwinvest’s open end funds and mandates 

Bouwinvest Dutch Institutional Office Fund has been restructured into a FMA as of 1 January 2023. At that date bpfBOUW held more than 90% of the shares in this fund and therefore could claim a special RETT-exemption applicable to transactions between entities that are considered as ‘group’ for RETT purposes. A legal entity forms a ‘group’ for RETT purposes with other legal entities if together they own an interest of at least 90% in the latter entities.  

Bouwinvest intends to restructure the Bouwinvest Dutch Institutional Residential Fund and Bouwinvest Dutch Institutional Retail Fund into a tax transparent legal structure as soon as the conditional transfer tax exemption is implemented in law, probably 1 January, 2025. Bouwinvest expects the FMA will remain the most appropriate tax transparent legal structure. 

The most appropriate legal structure for the Bouwinvest Dutch Institutional Hotel Fund and Bouwinvest Dutch Institutional Healthcare Fund depends on bpfBOUW’s plans for both mandates.

Data and technology 

Bouwinvest is aware that data is a strategic asset and that we need to manage our data and related skills and technology to make use of new opportunities. In 2022, Bouwinvest recruited a Data Strategy Consultant, formalised a data vision and strategy and started embedding more data analytics capabilities into our business.

Bouwinvest has also implemented a Governance, Risk and Compliance (GRC) tool to provide better support to, for example, the Risk Management and Compliance departments.   

In addition, Bouwinvest has upgraded its technology ecosystem to be future proof, utilising SAP S/4HANA, Windows 11, a contract management tool and CRM. Security Operations Centre services have also been added, to have more real-time control over cybersecurity risks.  

Community engagement and sponsoring 

After war broke out in Ukraine, Bouwinvest decided to help provide housing for refugees. In Q2, Bouwinvest set aside 10 homes for this purpose, five in Amsterdam and five in Utrecht, which are now lived in by families cost free. The furnishings and all costs associated with the housing are carried by the management company. Bouwinvest Real Estate Investors is invoiced for this by the Dutch Residential Fund on a monthly basis.

Environmental impact management organisation  

Bouwinvest aims to keep reducing the organisation’s CO₂ footprint and to shift the energy consumption of the head office, in cooperation with the owner, towards the Paris Proof standard of 70 kWh/m2 in the coming years. Last year, head office energy use was 129 kWh/m2.