2020 Integrated Annual Report

Our board

Independent non-executive directors

Non-executive directors

Executive directors

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:

• Establishing appropriate structures, including training programmes, stakeholder communication channels and compliance measurement systems;
• Tasking compliance to the legal executive, and Head of human resources, supported by the Company's sponsor and the Company secretary;
• Highlighting and addressing areas of non-compliance, through the risk management process, supervised by the Audit and Risk committee;
• Periodically reviewing the property sector charter, particularly as regards transformation and related issues.

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.

Independence

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."

*	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:

• 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
• Recording the minutes of meetings, maintaining attendance registers, resolutions and directors' declarations of personal and financial interests, and records of all notices and circulars issued by the Company
• Preparing the notice of the annual general meeting
• Filing annual and other statutory returns with the Companies and Intellectual Property Commission (CIPC) in terms of the Companies Act.

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 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:

• Responsible use of resources
• Appropriate management of IT-related risks
• Alignment of IT processes and resources
• Exploring new IT methods and technology
• Managing IT infrastructure
• Responsible incident responses.

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

• Business alignment and enablement
• Operations performance
• Responsible and adequate procurement
• Supplier performance management
• Business continuity/disaster recovery
• Security
• Compliance
• Responsible use of IT resources
• Responsible incident responses
• Protection of personal information

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