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CORPORATE GOVERNANCE
Approach
Our system of corporate governance is based on the values and
principles that underpin the day-to-day activities of our group,
including responsiveness, collaboration, transparency, integrity
and accountability. This approach encompasses a commitment to
excellence in corporate governance standards that we regard as
fundamental to the sustainability of the group’s performance.
Applying governance principles
The board is committed to applying the recommendations of King III,
complying with the JSE Listings Requirements and the Companies Act,
as well as incorporating relevant standards of best practice. In line with
King III’s “apply or explain” approach, the directors disclose the extent
to which Hyprop applies these principles to create and sustain value
for stakeholders over the short, medium and long term, and explain
any instances of non-compliance. The King III application is on page 72
and in our online report. Hyprop has elected to participate in the
Institute of Directors Southern Africa’s (IoDSA) governance assessment
instrument, achieving the highest application score of AAA. There is
scope to improve our application in terms of independent assurance.
ASSESSING OUR CORPORATE GOVERNANCE
Using the IoDSA online tool, we are able to:
Q
Evaluate the implementation of governance structures and
processes recommended by King III
Q
Track progress on implementing King III
Q
Provide a simplified framework for the board for a risk-based
review of applying King III
Q
Facilitate a meaningful scoring mechanism for our adoption of
King III
Q
Provide a framework for independently assuring corporate
governance
Q
Provide an audit programme for internal and external service
providers.
This assessment instrument covers main governance categories of:
Q
Board composition
Q
Remuneration
Q
Corporate governance office bearers
Q
Board role and duties
Q
Accountability
Q
Board committees
Q
Performance assessment.
Please view the full report on compliance to each of the King III principles online.
AAA
Highest application
AA
High application
BB
Notable application
B
Moderate application
C
Application to be improved
L
Low application
Hyprop Investments Limited – 1987/005284/06
IoDSA FAI
score
Applied/partially
Applied/not applied
+
Chapter 1: Ethical leadership and corporate citizenship
AAA
Applied
+
Chapter 2: Boards and directors
AAA
Applied
+
Chapter 3: Audit committees
AAA
Applied
+
Chapter 4: The governance of risk
AAA
Partially not applied
+
Chapter 5: The governance of information technology
AAA
Applied
+
Chapter 6: Compliance with laws, rules, codes and standards
AAA
Applied
+
Chapter 7: Internal audit
AAA
Applied
+
Chapter 8: Governing stakeholder relationships
AAA
Applied
+
Chapter 9: Integrated reporting and disclosure
AA
Applied
Overall score
AAA
Powered by IoDSA GAI
Ethical leadership and corporate citizenship
Hyprop’s board and management team understand that ethical
conduct and good corporate citizenship underpin the King III code,
where leadership is expected to direct business strategy and operations
to ensure long-term sustainability. In line with its charter, the board
is the guardian of the group’s values and ethics. This is achieved by
effectively managing corporate ethics and aligning business strategy
to corporate values, while considering our impact on the economy,
society, stakeholders and the environment.
The board leads by example and embodies the values set
out in our code of conduct and ethics, published online.
The social and ethics committee of the board monitors compliance
with Hyprop’s code of conduct and ethics and other relevant social,
ethical and legal requirements, as well as best practice. It reports to
shareholders on matters in its mandate at the annual general meeting
and via this integrated report.
Ethical behaviour is monitored through the Hyprop whistleblower’s
line (0800 555 317), an independent hotline operated by an external
provider that provides regular call analysis to enable Hyprop to
investigate all allegations promptly. Formal reports on matters that may
impact financial performance are submitted to the audit committee.
One report was received during the period, which was appropriately
addressed.
CORPORATE GOVERNANCE
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Hyprop Investments Limited
Integrated Report 2015