2020 Integrated Annual Report

and Consolidated & Separate
Financial Statements

Our board

Independent non-executive directors



8 years on the board

BCom, BAcc, CA(SA), MBA

Chair Nomination, Investment


1 year on the board

BSc, Mechanical Engineering


2 years on the board

MCompt CA(SA)


4 years on the board

BSc (QS), Executive Masters

Chair Social and Ethics



7 years on the board


Chair Audit


Joined board 27 July 2020



20 years on the board


Chair Remuneration, Risk

Non-executive directors


11 years on the board

National Diploma in

Company Administration


9 years on the board

BSc (QS)

Executive directors


Chief Executive Officer

1.5 years on the board

BEng (Honours)

Wilhelm Nauta – 49

Chief Investment Officer

2 years on the board



Chief Financial Officer

2 years on the board


CVs available at www.hyprop.co.za Meetings attended / Meetings held while in office
Audit & Risk committee Remuneration & Nomination committee Social & Ethics committee Investment committee
Board appointment process

The board, supported by the Remuneration and Nomination committee, is responsible for the appointment of executive and non-executive directors. Identification and selection of candidates is conducted in a formal and transparent manner. When appointing new directors, the Remuneration and Nomination committee considers the blend of skills and experience required to drive the Company's strategic and operational objectives and transformation goals.

The appointment of new directors is confirmed by shareholders at the first annual general meeting following their appointment.

Annabel Dallamore was appointed as an independent non-executive director on 30 September 2019. Annabel has experience in financial services, technology and artificial intelligence, adding a technology perspective to board deliberations.

Spiro Noussis was appointed as an independent non-executive director on 27 July 2020. Spiro's knowledge of, and experience in, the Central and Eastern European and United Kingdom property markets will be of significant benefit to the board in managing the Company's European investments.

In terms of the Company's Memorandum of Incorporation (MOI), not less than one-third of the directors retire from office at each annual general meeting. A retiring director may be re-elected should he/she be eligible, and make him/herself available, for re-election.

Compliance with the laws, rules, codes and standards

The board monitors the Company's compliance with applicable legislation, regulations, codes and standards. The board has discharged its responsibility to ensure an effective compliance framework by:

Hyprop has complied with the Companies Act, particularly with reference to the incorporation provisions as set out in the Companies Act and has operated in conformity with Hyprop's Memorandum of Incorporation during the year under review.


There is a clear division of responsibilities at board level to ensure that no one director has unfettered powers of decision-making.

The chairman is an independent non-executive director, appointed to the board in June 2013, and is not a former CEO. The chairman's role is separate from that of the CEO. He provides leadership and guidance to the board and encourages deliberations on all matters requiring directors' attention.

Gavin Tipper's dual role as chairman of the board and member of the Audit and Risk committee was specifically approved by shareholders at the last annual general meeting.

Independent non-executive directors serving for more than nine years are subject to an annual review process by the board to evaluate their continued independence.

Having served for more than nine years, Stewart Shaw-Taylor's independence was considered and reviewed by the board, and the board is satisfied that there are no factors that impair his independence. Stewart continues to be classified as an independent non-executive director.

Succession and diversity planning

Diversity at board level receives regular consideration. The Hyprop board recognises that diversity of skills, experience, background, knowledge, thought, culture, race and gender strengthens the board's ability to carry out its duties effectively and add value to the Group.

The Remuneration and Nomination committee is responsible for ensuring that adequate succession planning is in place for directors and senior management. Succession planning at executive and management level is actively monitored and succession planning is in place for the role of the CEO.

Director's code of conduct

A directors' code of conduct is contained in the board charter. This is in addition to the Company's code of conduct which applies to all directors and employees. The Social and Ethics committee monitors compliance with the codes.

Board diversity

During the year, the JSE amended the racial diversity policy and the gender diversity policy requirements for listed companies. Paragraph 3.84(i) of the JSE Listings Requirements now requires listed companies to have a diversity policy (at board level) "specifically focusing on the promotion of the diversity attributes of gender, race, culture, age, field of knowledge, skills and experience."


CHAIR : Thabo Mokgatlha*^ (Chair – Audit)
MEMBERS : Annabel Dallamore*^, Zuleka Jasper*^,
    Stewart Shaw-Taylor*^ (Chair – Risk),
    Gavin Tipper*^

Primary responsibilities:

  • Monitor compliance with the risk policy
  • Make submissions to the board on matters concerning risk management
  • Oversee integrated reporting, including consideration of significant judgements and reporting decisions
  • Oversee the internal and external audit processes
  • Appointment of internal and external auditors
  • Ensure that a combined assurance model is applied
  • Review the expertise, resources and experience of the Company's finance function and the Chief Financial Officer
  • During the year a considerable amount of time was dedicated to monitoring and evaluating the impact of Covid-19 on the Group
** Includes weekly risk meetings during Covid-19 lockdowns


CHAIR : Gavin Tipper*^
MEMBERS : Annabel Dallamore*^, Kevin Ellerine*,
    Wilhelm Nauta, Louis Norval*,
    Stewart Shaw-Taylor*^, Morné Wilken

Primary responsibilities:

  • Review the investment strategy
  • Assist the board in considering investment opportunities
  • Approve acquisitions, disposals and capital expenditure
  • Set criteria and targets for investments
  • Approve proposals for developments, acquisitions and sales of properties
  • Review due diligence results
  • Review market valuations and annually review performance of the property portfolio
  • Report regularly and make recommendations to the board for approval


CHAIR : Stewart Shaw-Taylor*^ (Chair Remuneration)
MEMBERS : Thabo Mokgatlha*^,
    Gavin Tipper*^ (Chair Nomination)

Primary responsibilities:

  • Oversee implementation of the remuneration policy and strategy
  • Review remuneration structures and policies and the effectiveness of recorded performance measures
  • Ensure that all benefits are justified and correctly valued
  • Select an appropriate peer group when comparing remuneration levels
  • Consider the performance of the CEO, CFO and CIO when determining their remuneration
  • Address the remuneration of non-executive directors, executive directors and executive management


CHAIR : Nonyameko Mandindi*^, Mike Lewin*^(1)
MEMBERS : Brett Till(2), Morné Wilken

Primary responsibilities:

  • Promote ethical leadership through good corporate citizenship
  • Consider processes and programmes to reduce environmental impact
  • Ensure transparent communication to stakeholders
  • Transformation through BBBEE and employment equity
(1) Resigned 2 December 2019
(2) Appointed 14 October 2020

* Non-executive
^ Independent
CVs available at www.hyprop.co.za AD : Annabel Dallamore TM : Thabo Mokgatlha BT : Brett Till
KE : Kevin Ellerine WN : Wilhelm Nauta GT : Gavin Tipper
Z J : Zuleka Jasper LN : Louis Norval MW : Morné Wilken
NM : Nonyameko Mandindi SST : Stewart Shaw-Taylor ML : Mike Lewin
Audit & Risk committee Remuneration & Nomination committee Social & Ethics committee Investment committee
Performance and self-assessment

Board effectiveness is evaluated annually through an online questionnaire completed by all directors. Results are reviewed by the chairman and any identified issues are discussed with the board and addressed as appropriate. The board and the committees were last evaluated in October 2020.

Director development

Directors have access to independent experts and other advisers for assistance in carrying out their duties if required (and after following an approved process). The board ensures that inexperienced directors are developed through mentorship programmes and continuing professional development programmes are implemented as required. Directors are encouraged to further their professional development in their personal capacity, while the board ensures that directors are regularly briefed on changes to risks, laws and the business environment.

A formal induction programme is in place for new directors. This includes a briefing by the chairman, CEO, CFO and Hyprop's JSE sponsor. New directors are introduced to key senior management at Company and shopping centre levels, and site visits to shopping centres are facilitated.

Access to information

Directors have unrestricted access to Company records, information, documents, property and the Company secretary. Non-executive directors have full access to the external and internal auditors, and to management. All directors are entitled, at Hyprop's expense, to take independent advice on any matters concerning the affairs of the Company (in terms of an approved procedure).

Conflicts of interest

In terms of the Company's code of conduct, directors must declare to the chairman and Company secretary their shareholdings in other companies, other directorships and any potential conflicts of interest.

Dealing in securities

The board monitors compliance with the Financial Markets Act and the JSE Listings Requirements applicable to trading in Hyprop's shares by directors, the Company secretary, their associates and affected employees in closed periods (as defined). The Company has put procedures in place for directors to request permission to deal in the Company's securities, however, it remains the responsibility of all board members to notify the Company of any dealings in the Company's shares. In conjunction with the CFO and the JSE Sponsor, the board ensures that trading in Hyprop securities by directors is disclosed on SENS.

In line with Company policy, directors and senior employees with access to Hyprop's financial results and other price sensitive information are prohibited from dealing in the Company's shares for specified periods before relevant announcements are released on SENS. All directors, employees and affected parties are notified before the Company enters a closed period.

At 30 June 2020 the directors had interests in 638 935 Hyprop ordinary shares. Details of these interests are set out in the directors' report.

250 000 of the shares in which Kevin Ellerine has an indirect beneficial interest are encumbered, and 174 565 shares comprise awards made to the executive directors in terms of, and subject to the rules of, the CUP (details included in the Remuneration report).

Company secretary

Hyprop's Company secretary during the year ended 30 June 2020 was Statucor Proprietary Limited. The board is satisfied that the Company secretary is sufficiently qualified and skilled to act in accordance with, and advise directors on, the recommendations of King IV, the Companies Act and other relevant legislation and regulations.

The board annually reviews the relationship between the Company secretary and itself as well as its committees. The board has determined that the Company secretary is independent of management and does not take on any management or executive duties. The Company secretary is not a director of Hyprop, nor a material shareholder in the Company or any subsidiary, and has no major contractual relationship with the Company or any director. Accordingly, the board is satisfied that the Company secretary maintained an arm's length relationship with all directors during the year under review.

The functions of the Company secretary include:

Liability insurance

Directors' and officers' liability insurance is provided by the Company.

Access to the board

Shareholders can provide recommendations to the board at the annual general meeting, at one-on-one meetings and investor presentations, and through investor polls.

Anticompetitive behaviour

Hyprop has not been party to anticompetitive behaviour or monopoly practices during the year under review.

Information and technology governance

The information and technology (IT) governance policy is guided by the governance principles of King IV and complies with applicable legislation.

The full policy is available on the website at

The board, through the Audit and Risk committee, is responsible for information technology governance and for considering technology risks. Executive management is tasked with managing IT risks, with oversight from the Audit and Risk committee.

The board is mindful of the importance of safeguarding Company information and intellectual capital and ensures that appropriate technology is maintained to protect information. A governance framework supports effective management of IT resources. The board reviews opportunities for improvements that technology can add and is conscious of risks that may affect classified information and intellectual capital.

The objectives of IT governance are:

IT governance ensures that IT goals are met and IT risks are mitigated. Hyprop has established baseline principles for IT governance, being:

There is continual evaluation to ensure that the Group remains abreast of technology developments, risks and opportunities.