Sustainability

CORPORATE GOVERNANCE

We view corporate governance as a lever for value creation. Our approach is based on the values and principles that underpin our daily activities: responsiveness, collaboration, transparency, integrity and accountability. This encompasses a commitment to excellence in corporate governance standards that is fundamental to the sustainability of our business.

In line with its charter, the board acts as the focal point for and custodian of corporate governance by conducting its relationships with management, shareholders and other stakeholders on sound corporate governance principles.

King IV

Hyprop welcomes King IV, as the new code shifts from a compliance based, quantitative mindset to a qualitative one that enhances the value-creation process. King IV has motivated management to ask the following governance questions:

  • Does the company nurture an ethical culture?
  • How does the company classify good performance?
  • Do our board and senior management have effective control over the business?
  • Is there legitimacy in all our business activities with stakeholders?
  • Does the company nurture and generate sustainable value creation?

The board is committed to applying the recommendations of King IV, complying with the JSE Listings Requirements and Companies Act, and incorporating relevant best governance practice. The board ensures it acts in the best interest of the company at all times. In line with King IV’s ‘apply and explain’ approach, the directors disclose the extent to which Hyprop applies the King IV principles to create and sustain value for stakeholders over the short, medium and long term.

PRINCIPLES KING IV EXPLANATIONS

Principle 1

The governing body should lead ethically and effectively

Hyprop's management team is a qualified and accomplished unit that applies a hands-on strategic and operational approach to the growing portfolio.

The board of directors, individually and collectively, provides effective leadership and governance based on the ethical imperatives of integrity, competence, responsibility, fairness and transparency. The board also promotes a stakeholder-inclusive approach to governance (considering the impact of operations on internal and external stakeholders).

Directors ensure they are sufficiently familiar with applicable laws, rules, codes and standards to effectively discharge their duties. The board's goal is to lead by example and embody the values set out in Hyprop's code of conduct and ethics, published online. Directors endeavour to perform their stewardship role following five moral duties: care, competence, conscience, commitment and courage.

The social and ethics committee monitors compliance with Hyprop's code of conduct and within the scope of other relevant social, ethical and legal requirements, as well as best practice. The committee reports to shareholders on matters in its mandate at the annual general meeting (AGM), via the integrated annual report and corporate website.

Board effectiveness is evaluated annually in questionnaire form, conducted by the investor relations manager. Results are reviewed by the chairman and independent company secretary, and discussed with the board. Individual board members' performance is evaluated annually by the remuneration and nomination committee. Both assessments ensure that the board is held accountable for ethical and effective leadership.

Principle 2

The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture

The Hyprop board recognises that it is ultimately responsible, as the guardian of group values, ethics and governance. It sets the direction for how ethics are approached and addressed, and recognises its role is to set the tone for an ethical culture where the values and principles of the business are cultivated and adopted by all employees. This is achieved by effectively managing corporate ethics and aligning business strategy to corporate values, while considering the impact on the economy, society, stakeholders and the environment.

The board ensures that ethical risks and opportunities are incorporated in the risk management process or ethics programme and that Hyprop’s ethics performance is assessed, monitored and disclosed. The board has ensured that a code of conduct and ethics-related policies, through which ethical standards are clearly articulated, have been implemented. The ethical organisational culture is reflected in the company’s vision and mission; strategies and operations; decisions and conduct; and the manner in which it treats all stakeholders.

The board has delegated the responsibility for implementing and enforcing the code of conduct and ethics policies to management, but retains oversight of these processes.

Key areas of focus for the board include ensuring that:

  • The conduct of the board and management sets an example by aligning operations with company values
  • Ethical risks and opportunities are incorporated in risk management and investment processes
  • Hyprop’s ethics performance is reported and assessed at biannual social and ethics committee meetings
  • Compliance with the code of conduct is integral to the strategy and operations of the company.

Principle 3

The governing body should ensure that the organisation is, and is seen to be, a responsible corporate citizen

Hyprop strives to be a responsible corporate citizen by operating the business sustainably, complying with the law, applicable regulations and leading industry standards, and adhering to its code of conduct and policies. As such, the board considers financial performance as well as the impact of the company’s operations on society and the environment.

The board ensures collaborative efforts with stakeholders promote ethical conduct and good corporate citizenship. Internally, the emphasis is on ensuring an ethical culture in the workplace, one that contributes to economic prosperity, social responsibility and environmental protection.

The board sets the direction for how Hyprop’s standing as a good corporate citizen is approached and maintained, ensuring the company’s related initiatives comply with applicable laws, leading standards and its own codes of conduct and policies. Oversight of Hyprop’s corporate citizenship is based on measures and targets agreed with management in terms of the workplace, the economy, society and the environment.

Key areas of focus for the board include:

  • Considering financial performance and the impact of Hyprop’s operations on society and the environment
  • Ensuring the company’s performance and interaction with its stakeholders are guided by South Africa’s constitution and bill of rights, relevant legislation, and company policies and procedures
  • Ensuring collaborative efforts with stakeholders promote ethical conduct and good corporate citizenship
  • Through its social and ethics committee, overseeing that measurable corporate citizenship programmes and policies are developed and implemented to ensure Hyprop generates sustainable value.

Principle 4

The governing body should appreciate that the organisation’s core urpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value-creation process

As an income-focused REIT, Hyprop creates value for investors and other stakeholders by owning and investing in quality shopping centres, benefiting from active asset management based on ethical leadership and sound corporate governance principles. Responsibility for group performance lies with the board of directors, who collectively set the direction for group strategy.

The board ensures strategy is aligned with Hyprop’s purpose, the value drivers of our business, group risks and stakeholders’ expectations. This thinking supports sustainable real estate investment that generates long-term capital and income growth.

The board considers sustainability as a business opportunity that is directly linked to group strategy. Management is tasked with developing the group’s short, medium and long-term strategy, as well as the policies and operational plans to give effect to this strategy, for approval by the board. Once approved, management is responsible for implementing these policies and operational plans, with ongoing oversight by the social and ethics committee, and ultimately the board, against agreed performance measures and targets.

Key areas of focus include:

  • Ensuring group strategy is translated into measurable key performance and risk areas (including finance, ethics, compliance and sustainability) and that associated targets are clearly articulated
  • Aligning strategic objectives, vision and mission with risk and performance, in line with the board charter
  • Ensuring the group’s formal risk management process considers the full range of risks, encompassing strategic and operational performance and sustainability
  • Regularly reviewing Hyprop’s viability, taking account of the six capitals, solvency and liquidity, and its status as a going concern
  • Ensuring long-term planning will result in sustainable outcomes, considering people, planet and profit.

The board confirms Hyprop is a going concern, after recommendation by the audit committee which reviews management’s documented assessment of the going concern premise. This is required by the Companies Act 71 of 2008 (the Companies Act) annually or when distributions/dividends are paid. Hyprop makes distributions (dividends) biannually.

Principle 5

The governing body should ensure that reports issued by the organisation enable stakeholders to make informed assessments of the organisation's performance, and its short, medium and long-term prospects

Engaging with stakeholders (employees, investors, financiers, local communities, tenants and suppliers) is a critical part of Hyprop’s business strategy. The priority is to determine stakeholder needs and respond appropriately.

The board assesses the integrity of all external reports to stakeholders, ensuring that all communication is transparent, accurate and relevant. Identified stakeholders are given access to sufficient information to make considered assessments of Hyprop’s financial performance and prospects. The board believes that considering the material, legitimate interests and expectations of stakeholders in its decision making is in the best interests of the company.

The board accepts its accountability to shareholders for the group’s performance and activities. Hyprop communicates with shareholders principally through its website, integrated annual report, annual financial statements, annual and interim results reports, SENS announcements, the corporate website and press announcements. The annual general meeting and any other general meetings enable directors to inform shareholders and stakeholders about current, and proposed, operations and for stakeholders to express their views on business activities.

The board therefore approves management’s determination of the group’s reporting frameworks and standards to be used in advance, considering legal requirements and the intended audience and purpose of each report. In particular, the board oversees that the integrated annual report and consolidated financial statements, as well as associated reports and channels of communication, comply with legal requirements and meet the legitimate and reasonable information needs of material stakeholders.

Principle 6

The governing body should serve as the focal point and custodian of corporate governance in the organisation

Hyprop’s approach to corporate governance is based on the values and principles underpinning its activities, including responsiveness, collaboration, transparency, integrity and accountability. This requires a commitment to excellence in corporate governance standards, which Hyprop regards as fundamental to the sustainability of its business.

In line with its charter, the board is the focal point for, and custodian of, corporate governance, conducting its relationship with management, shareholders and other stakeholders against sound corporate governance principles.

No one director has unfettered powers of decision making.

In exercising this leadership role, the board steers Hyprop’s strategic direction, and approves the policies and planning that give effect to this direction; monitors implementation by management; and ensures accountability for organisational performance through reporting and disclosure.

The board is committed to applying the recommendations of King IV, complying with JSE Listings Requirements and the Companies Act, and adopting relevant standards of best practice, always acting in the best interests of the company.

In line with King IV’s “apply and explain” approach, the directors disclose the extent to which Hyprop applies these principles to create sustainable value for stakeholders over the short, medium and long term. The board believes the group has established an effective framework and processes to comply with laws, codes, rules and standards.

Key areas of focus to maintain good corporate governance include:

  • The board charter is robust and reviewed annually
  • The board meets at least four times a year, with special meetings scheduled when required (attendance is disclosed in the company’s integrated annual report)
  • The board has unrestricted access to all company information, records, documents and property
  • Hyprop directors and board committees may take independent advice in connection with their duties (at company cost), after following a board-approved procedure.

Principle 7

The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively

The Hyprop board maintains an appropriate balance of power, skills and experience (including business, commercial and industry experience), diversity and independence to objectively and effectively discharge its governance role and responsibilities.

In determining the composition of the board, the nomination committee considers the appropriate mix of executive, non-executive and independent non-executive directors, regulatory requirements and diversity targets.

The board comprises a majority of non-executive directors, most of whom are independent (six of 11). The classification of non-executive directors as independent or otherwise is annually assessed by the chairperson and board, assisted by the nomination committee, and disclosed in the integrated annual report. The independence of non-executive directors serving for longer than nine years is rigorously reviewed by the board each year.

The board is required to have a minimum of two executive directors. In this capacity, the chief executive officer and chief financial officer ensure two points of direct interaction with management.

The board promotes transformation and racial diversity, gender diversity and succession planning (including mentorship and development of future candidates) at board level and across the group. It also provides input on key controls to ensure sustainable leadership and reviews the remuneration process (at senior level).

Size of the board

In determining the number of directors to serve on the board, the right mix of knowledge, skills and resources required by Hyprop’s business operations is considered. At present, the board’s size is appropriate given Hyprop’s size and geographical diversification. This is reviewed periodically against the scale of the company’s operations and its needs.

Non-executive directors

Non-executive directors have diverse backgrounds in commerce and industry. Their collective experience enables them to apply sound, objective judgement in decision making but they are not involved in Hyprop’s daily operations.

At least one-third of non-executive directors retire by rotation but offer themselves for re-election every year, in line with the company’s Memorandum of Incorporation (MOI).

Each non-executive director receives a letter of appointment. This requires complying with the directors’ code of conduct, sets out the contributions expected of each director, terms of remuneration, and details of directors’ and officers’ liability insurance in place. Induction for new directors is set out below.

The directors’ code of conduct is addressed in the board charter

Appointment of directors

Directors are appointed by the board. These procedures are formal and transparent, and a matter for the board as a whole, assisted by the nomination and remuneration committee.

In terms of Hyprop’s MOI, the appointment of new directors is confirmed by shareholders at the next AGM. Prior to appointment, the committee ensures new directors meet fit-and-proper tests and procedures are in place to investigate candidates’ backgrounds. Details of appointment procedures and the composition of the board are set out in the integrated annual report.

The nomination committee

This committee comprises the board chairperson and a majority of independent non-executive directors. At least one-third of non-executive directors retire by rotation every year. The board, through the nomination committee, reviews eligibility for re-election of retiring directors, considering past performance, contribution and the objectivity of business judgements. The board then makes a recommendation to shareholders, which is included in the notice of meeting. Reasons for the removal, resignation or retirement of directors are disclosed. The board fills vacancies on the audit committee until the next AGM when members are formally elected by shareholders. According to this committee’s terms of reference, the board must fill vacancies within 40 business days of a vacancy arising.

The chairman

Gavin Tipper is Hyprop’s independent non-executive chairman and leads the board in objectively and effectively discharging its governance roles and responsibilities. He was appointed on 27 June 2013, and his role is formally defined and separate from that of the CEO. He is not a former CEO, and is re-elected by board members every year. Succession planning is in place for the chairman’s position.

Gavin provides leadership and guidance to the board and encourages deliberation on all matters requiring directors’ attention. In line with best practice, he does not chair the remuneration committee.

For the board as a whole, real or perceived conflicts of interest are disclosed and managed appropriately.

Company secretary

CIS Company Secretaries Proprietary Limited is an independent practice providing services to several JSE listed companies. The board is satis?ed that the company secretary and its representative, Gillian Prestwich, are sufficiently quali?ed and skilled to act in accordance with, and update directors on, the recommendations of King IV, the Act and other relevant regulations and legislation.

The board reviews the relationship between the company secretary and itself, as well as its committees, annually. It has determined that the company secretary is independent from management and does not perform any management or executive duties on behalf of the board or any subsidiary companies. The company secretary is not a director of Hyprop or a material shareholder of the company or any of its subsidiaries. There are no major
contractual relationships with the company or any director. Accordingly, the board is satisfied that the company secretary maintained an arm’s-length relationship with the board of directors.

The functions of the company secretary include:

  • Guiding directors, collectively and individually, on their duties, responsibilities and powers
  • Providing information on legislation, regulations and relevant matters of ethics and good corporate governance
  • Ensuring the process for meetings is robust and well documented, including minutes of meetings, attendance registers, resolutions, directors’ declarations of personal and ?nancial interests, and all notices and circulars issued by the company
  • Responsibility for ?ling annual and other returns with the Companies and Intellectual Property Commission (CIPC) in terms of the Act.

The company secretary updates the board on developments in ethics, corporate governance, legislation and regulation. The board then reviews any changes and appropriate measures are implemented to comply with best practice and support sustainable performance.

Employment equity and transformation

In line with its employment equity policy, Hyprop is committed to promoting equal opportunity and fair treatment of all employees, regardless of gender, race, language and age. Our employment equity code eliminates discrimination, and internal measures have been implemented to redress disadvantages experienced by designated groups to ensure their equitable representation in all occupational categories.

Hyprop’s ?ve-year employment equity plan was approved by the Department of Labour in 2013, and an annual progress report is submitted each January. Hyprop complies with the Employment Equity Act and is committed to organisational transformation to diversify its workforce, when opportunities arise.

Board training

A formal induction programme is in place for new directors. This includes briefings by the chairman, CEO, financial director and Hyprop’s JSE sponsor. They are also introduced to key senior management at company and shopping centre levels, and site visits to the shopping centres are facilitated.

In addition, inexperienced directors are developed through mentorship programmes and continuing professional development programmes are implemented for all directors as required. Directors are also encouraged to complete continuing professional development in their personal capacity.

Directors are regularly briefed on changes in risks, laws and the business environment. If required, they have access to experts and other parties in carrying out their duties.

Principle 8

The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement and assist with balance of power and the effective discharge of its duties

The Hyprop board has duly constituted separate committees (audit and risk, social and ethics, investment, and remuneration and nomination), whose terms of reference are approved by the board and reviewed regularly. Executive directors and senior management are invited to attend committee meetings to provide pertinent information and insights in their areas of responsibility. Every director is entitled to attend any committee meeting as an observer.

  • The social and ethics committee comprises three directors (one non-executive and two executive directors). It oversees and reports on activities involving corporate citizenship, community upliftment, organisational ethics, sustainable development and corruption. It also monitors stakeholder engagement and relationships
  • The combined audit and risk committee comprises independent non-executive directors with the necessary financial literacy, skills and experience to execute their duties effectively. The committee ensures that Hyprop has established appropriate financial reporting procedures and that these are operating effectively. It oversees cooperation between external and internal audit to avoid overlap in audit scope. It monitors the risk management
    process on behalf of the board and assesses risks, supporting sustainable value creation for the company, where it sets the company’s level of risk tolerance annually. The risk assessment process addresses risks affecting Hyprop’s various income streams, critical dependencies, sustainability, and the legitimate interests and expectations of stakeholders.
  • The combined remuneration and nomination committee is combined to improve efficiencies. It ensures Hyprop’s remuneration policies and practices support its strategic objectives, encourage individual performance to build long-term value through fair and appropriate remuneration. The committee reviews the performance of board members up for election and reviews senior executive salaries to ensure value creation. See details under principle 14.

The company discloses the names and details of any external advisers who regularly attend, or are invited to attend, committee meetings. The number of meetings held each year by the board and each committee and details of attendance are disclosed in the integrated annual report.

The board has delegated particular roles and responsibilities to these committees, which have the collective knowledge, skills, experience and capacity to execute their duties effectively. Delegating responsibility to a committee does not constitute discharging the board’s accountability, and the board will continue to apply its collective mind to the information, opinions, recommendations, reports and statements presented by any committee or director.

Hyprop has processes to ensure directors have no con?icts of interest in ful?lling their duties. Where conflicts do exist, they are properly declared and dealt with as per regulations. Constructive debate at meetings contributes to informed decisions.

As noted in principle 7, the chairman is an independent non-executive director whose role is clearly de?ned and separated from that of the CEO. Similarly, the responsibilities of the CEO and FD are strictly separated from those of non-executive directors to ensure no single director can make unilateral decisions. The chairman leads the board and encourages proper deliberation on all matters requiring directors’ attention, with input from other directors. The CEO and ?nancial director are responsible for implementing strategy and operational decisions within approved delegation-of-authority parameters.

Principle 9

The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness

The board is responsible for evaluating its own performance, that of its committees, chair and individual members. It determines how these evaluations are conducted under a formal, independent process to ensure performance and effectiveness continually improves. Any issues identified through this process are appropriately addressed.

The board determines its role, functions, duties and performance criteria, as well as those for directors and committees. These serve as the benchmark for performance appraisal. Results are assessed by the chairman and company secretary, and discussed with the board to identify training needs for directors. The remuneration and nomination committee assesses the performance of the CEO and FD annually.

The chairman’s ability to add value, and his performance against what is expected of his role and function, is assessed every year.

Principle 10

The governing body should ensure that the appointment of, and delegation to, management contribute to role clarity and the effective exercise of authority and responsibilities

The board has appointed Pieter Prinsloo as CEO, responsible for leading implementation and execution of the group’s approved strategy, policy and operational planning. He is one of the links between management and the board.

The board has access to professional and independent guidance on corporate governance and its legal duties, as well as support to coordinate the functioning of the board and its committees.

As noted in principle 7, all directors have access to the advice of the company secretary, who provides professional corporate governance services and guidance to the board and individual members on properly discharging their responsibilities. The company secretary is appointed and removed by board and empowered by the board to effectively perform her duties in terms of a formalised role and function.

The board has considered and endorsed the company secretary’s ability to perform his duties, including his qualifications, experience, competence, effectiveness and objectivity. It does so annually. While he has unfettered access to the board, the directors have concluded that the relationship with the company secretary, who is not be a member of the board and is not involved in the day-to-day management of the company, is at arm’s length and that there is no conflict of interest. The company secretary reports to management on all duties performed and administrative matters.

The remuneration and nomination committee recommends all appointments to the executive management team, after an approved assessment process. Collectively, the board and executive management aim to provide effective leadership and supervision for the company, based on ethical imperatives where leadership is expected to direct business strategy and operations to ensure long-term sustainability.

The board has ensured effective exercise of authority and responsibilities:

  • By defining materiality, in line with an approved delegation-of-authority framework
  • Through input on senior executive appointments, via the remuneration and nomination committee, ensuring the company complies with the Act
  • By stipulating that the CEO does not serve on the remuneration and nomination or audit and risk committees
  • By evaluating the performance of the CEO against set measures and criteria
  • By adhering to a formal succession plan for the CEO and other senior executives.

Principle 11

The governing body should govern risk in a way that supports the organisation in setting and achieving its strategic objectives

The company treats risk as integral to the way it makes decisions and executes its duties. The group’s risk governance encompasses both opportunities and associated risks in developing strategy and the potential positive and negative effects of these risks on achieving its organisational objectives. While the board has ongoing oversight of risk management, the group’s risk governance function is delegated to the audit and risk committee on specified terms of reference, with responsibility for implementing and executing effective risk management delegated to management.

The board’s responsibility for risk governance is expressed in its charter and the risk policy and plan.

The audit and risk committee makes recommendations to the board for its consideration and final approval. Its main role is to adopt and oversee a risk management policy that is appropriate to the company’s operations. It also assesses risks, which supports sustainable value creation for the company.

Hyprop’s risk policy includes: corporate definitions of risk terms and risk management; risk management objectives; the risk approach and philosophy; and specific responsibilities for risk management in the company.

The board sets the levels of risk tolerance every year. As Hyprop has no chief risk officer, the risk matrix is prepared by the CEO, FD and investor relations manager and reported to the audit and risk committee.

In the matrix, risks are prioritised and ranked to focus responses, mitigations and interventions. The board assesses the company’s key risks at least twice a year. This process considers risks affecting Hyprop’s income streams, critical dependencies, sustainability and the legitimate interests and expectations of stakeholders. Significant risks that may threaten the long-term sustainability of the company are disclosed in the integrated annual report.

For further detail on the role and mandate of this committee, please refer to its charter online.

Principle 12

The governing body should govern technology and information in a way that supports the organisation setting and achieving its strategic objectives

The board is responsible for the governance and ongoing oversight of technology and information. It confirms processes are in place to ensure timely, relevant, accurate and accessible reporting, communication and data storage. Management, in turn, is responsible for implementing and executing effective technology and information management, with oversight from the risk committee.

The board recognises that information and technology (IT) governance is an integral part of Hyprop’s approach to governance. Acknowledging that IT-related opportunities and risks may affect value creation, the board prioritises the importance of safeguarding company information and intellectual capital, and ensuring technology architecture is maintained to protect that information. Hyprop has an IT governance framework to effectively manage related resources in supporting its strategic objectives, deliver value and mitigate IT risk.

The board reviews and identifies possible opportunities for improved efficiencies and value creation that technology can add to business. Equally, it is conscious of risks to protecting classified information and intellectual capital.

The human resources executive is responsible for IT and is a suitably experienced person who has access and interacts regularly on IT governance matters with the board, audit and risk committee and executive management.

Principle 13

The governing body should govern compliance with applicable laws and adopted non-binding rules, codes and standards in a way that supports the organisation being ethical and a good corporate citizen

Compliance with applicable laws and voluntary rules, codes and standards is the responsibility of the board, while management is responsible for implementing and executing effective compliance processes. Where the group incurs material or repeated regulatory penalties, sanctions or fines for contravening or not complying with statutory obligations, this will be disclosed to shareholders.

The board continually monitors Hyprop’s compliance with applicable regulations, codes and standards, ensuring these are understood for the obligations they create, and the rights and protection they afford. This is effected through an induction process and ongoing training programmes for directors and responsible executives. Where necessary, directors have access to experts.

The board has discharged its responsibility to establish an effective compliance management framework by:

  • Establishing appropriate structures, including training programmes, stakeholder communication channels and compliance measurement systems
  • Entrusting compliance to the national legal executive, compliance officer, investor relations manager and human resources executive to ensure Hyprop complies with all current regulations and legislation. This is further supported by the company’s sponsor
  • Formally tabling any areas of non-compliance through the risk management process supervised by the risk committee
  • Including the property sector charter on its agenda for discussion, particularly transformation and related issues.

Legislation/regulations with which the company is required to comply include:

  • Basic Conditions of Employment Act 75 of 1997
  • Broad-Based Black Economic Empowerment Act 53 2003
  • Companies Act 71 of 2008
  • Compensation for Occupational Injuries and Disease Act 130 of 1993
  • Competition Act 89 of 1998
  • Constitution of the Republic of South Africa, No 108 of 1996
  • Consumer Protection Act 68 of 2008
  • Electronic Communication Act 36 of 2002
  • Employment Equity Act 55 of 1998
  • Financial Intelligence Centre Act 38 of 2001
  • Financial Markets Act 19 of 2012
  • Income Tax Act 58 of 1962
  • King III and King IV
  • Labour Relations Act 66 of 1995
  • National Environmental Management Act 107 of 1998
  • Occupational Health and Safety Act 85 of 1993
  • Promotion of Access to Information Act 2 of 2000
  • Property charter
  • Protection of Personal Information Act 4 of 2013
  • Protected Disclosures Act 2C of 2000
  • Securities Services Act 36 of 2004
  • Skills Development Act 97 of 1998
  • Tobacco Products Control Act 83 of 1993
  • Unemployment Insurance Act 63 of 2001
  • Value Added Tax Act 89 of 1991.

Principle 14

The governing body should ensure that the organisation remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term

The board has adopted and oversees the implementation and execution of a policy governing fair, responsible and transparent remuneration across the group. Responsibility for the governance of remuneration has been delegated to the remuneration and nomination committee, on specific terms of reference. Hyprop’s remuneration policy is aligned with its strategic objective of creating long-term sustainable value for shareholders.

The remuneration and nomination committee meets at least twice a year and comprises a majority of non-executive directors. The board chairman, executive directors and responsible executive staff members attend by invitation. The committee is chaired by an independent non-executive director.

The guiding principle of Hyprop’s remuneration philosophy is to encourage individual performance and reward sustainable value creation. Given that employee skills are vital to long-term value creation, our approach emphasises their contribution through equitable remuneration.

Remuneration and nomination committee and remuneration policy

The committee is tasked with overseeing the remuneration policy on behalf of the board, and ensuring that related policies and practices are aligned with company strategy and individual performance.

Hyprop’s remuneration policy spans base pay and bonuses, employee contracts, severance and retirement benefits, share-based and other long-term incentive schemes. Key performance deliverables (KPDs) are set annually at group and company levels and performance is assessed against KPDs. These include: net income growth, performance against budget, increases in trading densities, new/renewed leasing rental values achieved relative to budget, new/renewed leasing escalations achieved, tenant arrears collections and management, tenant deposit and bank guarantee management, documentation administration and internal audit outcomes.

The committee advises the board on remunerating directors, executives and employees, and ensures that remuneration levels benchmarked against an appropriate comparative group reflect the contribution of senior executives and executive directors in particular. It ensures all benefits, including retirement benefits and other financial arrangements, are justified and correctly valued, and satisfies itself on the accuracy of recorded performance
measures that govern vesting of long-term incentives.

It considers the results of performance evaluations for the CEO and FD, both as directors and as executives, in determining remuneration. For all employees, it ensures the mix of fixed and variable pay – in cash, shares and other elements – meets the company’s needs and strategic objectives.

Short and long-term incentives are used to attract talented, experienced and motivated individuals who can execute business strategy. The committee regularly reviews incentive schemes to ensure these continue to contribute to shareholder value, taking account of the expectations of other stakeholders.

Shareholders pass a non-binding advisory vote on the company’s remuneration policy every year, and non-executive fees are approved by shareholders in advance by special resolution. A remuneration implementation policy (see resolution 10 of the 2017 annual general meeting (AGM) notice) is put to shareholders for a non-binding advisory vote at the AGM each year.

These non-binding resolutions enable shareholders to express their views regarding the remuneration policy and implementation report of the company. Should the remuneration policy and/or implementation report be voted against by 25% or more of the voting rights exercised, the board of directors undertakes to engage with those opposed to the remuneration policy and/or implementation to ascertain their reasons and to address appropriately legitimate and reasonable objections and concerns. Feedback on the outcome of any such engagement will be provided in the remuneration report, to be published in the following year’s integrated annual report.

Incentive schemes

The company has share-based long-term incentive schemes with participation limited to executive management and executive directors. Share incentive awards and options are granted once a year (none are made in closed periods) and are subject to a vesting period from three to 10 years. Long-term incentives are aligned to Hyprop’s strategic objectives of the company. Performance measures and reasons for awarding long-term incentives are disclosed in the remuneration report in the integrated annual report, along with:

  • Details of benefits paid to executive directors and executive management
  • An overview of the policy on base pay and details of retention benefits paid
  • Details of key performance parameters
  • The term of executive service contracts and notice periods
  • Details of limits for participation in incentive schemes (incentives are based on targets, both financial and sustainability related, that are stretching, verifiable and relevant)
  • Details of non-executive directors' fees, including those for serving on a committee.

The remuneration of senior management

Hyprop has two prescribed officers only who are also executive directors of the company (namely the CEO and FD). Senior management comprises executive management employees and shopping centre general managers. Senior management is not classified as prescribed officers and, therefore, Hyprop does not disclose their individual remuneration.

Principle 15

The governing body should ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision making and of the organisation's external reports

Under set terms of reference, the audit and risk committee is responsible for overseeing that arrangements for assurance services and functions enable an effective internal control environment; support the integrity of information used for internal decisions by management, the board and its committees; and support the integrity of external reports.

The board and its committees assess the output of the company’s combined assurance with objectivity and professional scepticism to form their own opinion on the integrity of information and reports and the degree to which an effective control environment has been achieved.

Assurance

The company has various processes in place to assess and independently assure financial and non-financial standards across the group. Hyprop does not conduct separate sustainability reporting assurance.

The audit and risk committee

The committee approves the external auditors’ terms of engagement and remuneration, and ensures cooperation between external and internal audit to avoid overlap in audit scope. It recommends to shareholders the appointment, reappointment and removal of external auditors, and ensures Hyprop has appropriate financial reporting procedures that meet IFRS requirements.

Internal audit

The company has a risk-based, independent and objective internal audit function provided by PricewaterhouseCoopers (PwC), which reports directly to the audit and risk committee and attends all committee meetings. The committee approves the internal audit plan. Internal auditors evaluate governance processes, perform objective assessments of risk, business processes and associated controls.

Social and ethics committee

The committee oversees and reports on activities involving corporate citizenship, community upliftment, organisational ethics and sustainable development. The committee is tasked with approving education, health, environmental and community upliftment projects, assisted by the Hyprop Foundation and group operations.

Group environmental policy monitors energy and water projects to further decrease the already small environmental footprint. The environmental strategy is informed by best practice, proven methods, ease of implementation, and the benefit and cost of retrofitting green-design principles. Identified opportunities include lower operating costs, reduced liability and reduced risk of higher utility costs.

Education, health and community upliftment projects are managed through the Hyprop Foundation.

Principle 16

In the execution of its governance role and responsibilities, the governing body should adopt a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interests of the organisation over time

Under a governance framework between the group and its subsidiary boards, subsidiaries are required to operate to the same ethical standards and governance framework as the Hyprop board.

Established practices ensure equal treatment of shareholders in the group. While the board has ongoing oversight of stakeholder relationship management, responsibility for implementation has been delegated to management.

Hyprop has a transparent communication policy to enable stakeholders to assess its economic value and prospects. We encourage proactive engagement with shareholders, including at annual general meetings, where all directors are present to respond to shareholders’ queries on how the board has executive its governance duties.

The board is responsible for governance and ensures that an appropriate framework is implemented across the group. The board acts as the focal point for and custodian of corporate governance by conducting its relationship with management, shareholders and other stakeholders along sound corporate governance principles.

Hyprop’s reputation hinges on its relationship with stakeholders, and this is therefore a regular board agenda item. The process of identifying and considering the legitimate interests and expectations of stakeholders is conducted at least annually.

The board is responsible for ensuring mechanisms and processes are in place that support stakeholders in constructive engagement with the company. Management’s priority is to determine the expectations of each stakeholder group and respond appropriately by developing a strategy and formulating policies to manage those relationships. Stakeholders who could materially affect Hyprop’s operations are identified, assessed and dealt with as part of the risk management process

The board has adopted guidelines that support a responsible communication programme, while the implementation of stakeholder management policies has been delegated to management. Complete, timely, relevant, accurate, honest and accessible information is provided to stakeholders while considering legal and strategic issues.

The board has adopted formal dispute-resolution processes for internal and external disputes. The nature of the company’s dealings with stakeholders and outcomes of these dealings are disclosed in the integrated annual report.

Principle 17

The governing body of an institutional investor organisation should ensure that responsible investment is practiced by the organisation to promote the good governance and the creation of value by the companies in which it investments

Not applicable, as the company is not an institutional investor.

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