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Composition of the board
Hyprop’s board comprises 11 directors: six independent non-executives,
three non-executives, and two executive directors.
The diverse experience in commerce and industry of our non-executive
directors enables them to make informed and independent decisions.
Strategy is evaluated and approved, group performance scrutinised and
executive management monitored against key performance indicators.
Their guidance and outlook on the group’s financial, audit, corporate
governance and risk management systems and controls are especially
valuable. Transformation, succession planning and the remuneration
process (at senior level) is reviewed to ensure sustainable leadership.
Non-executive directors are not involved in the daily operations of the
company.
Hyprop has processes in place to ensure all directors have no conflicts
of interest in fulfilling their duties, or in the event that conflicts do
exist, they are properly declared and dealt with in accordance with
relevant regulatory requirements. Constructive debate at meetings
contributes to informed decisions.
The chairman, Gavin Tipper, is an independent non-executive director.
His role is clearly defined and separated from that of the chief
executive officer, Pieter Prinsloo. Similarly, the responsibilities of chief
executive officer and financial director are strictly separated from
those of non-executive directors to ensure that no single director
can make unilateral decisions. The chairman provides leadership and
guidance to the board and encourages proper deliberation on all
matters requiring directors’ attention, while obtaining input from
other directors. The chief executive officer and financial director are
responsible for implementing strategy and operational decisions.
Board changes
There were no changes to the board or to its committees during the
period under review, save for the appointment of Mike Lewin, an
independent non-executive director, as chairman of the social and
ethics committee.
Board appointment process
With support from the remuneration and nomination committee, the
board is responsible for new appointments, and following a formal and
transparent process to identify and select candidates. The board and
committee consider the mix of skills and experience required to drive
Hyprop’s operational progress and sustainable transformation, as well as
other relevant factors, including diversity and regulatory compliance.
Induction for new directors includes a briefing by the chairman, chief
executive officer, financial director and sponsor, Java Capital. They are
also introduced to key senior management at company and shopping
centre levels, with site visits to shopping centres.
In terms of the memorandum of incorporation, the appointment of
new directors is confirmed by shareholders at the subsequent annual
general meeting.
Rotation of directors
Hyprop’s Memorandum of Incorporation stipulates that one-third of
directors retire by rotation after a three-year term. If eligible, these
directors will offer themselves for re-election.
Directors standing for re-election by rotation at the upcoming
annual general meeting are Louis van der Watt, Louis Norval and
Thabo Mokgatlha.
Succession planning
The remuneration and nomination committee is responsible for
ensuring adequate succession planning for directors and management,
and that all committees are appropriately constituted and chaired.
The board is satisfied that the depth of skills contributed by current
directors meets its succession requirements.
Director development
Directors have access to experts and other parties required to carry
out their duties. In addition, they are encouraged to continue their
professional development in their personal capacity.
Company secretary
CIS Company Secretaries Proprietary Limited is an independent
practice providing services to numerous JSE-listed companies. The
board is satisfied that the company secretary and its representative,
Neville Toerien, have maintained an arm’s-length relationship with the
board and are sufficiently qualified and skilled to act in accordance
with, and update directors on, the recommendations of King III and
other relevant regulations and legislation.
The board reviews the relationship between the company secretary
and the board members on an annual basis. The board has determined
that the company secretary is independent from management and
does not take on any management or executive duties on behalf of
the board of directors or on behalf of any subsidiary companies. The
company secretary is not a director of the company or a material
shareholder of the company or any of the company’s subsidiaries
and has not entered into any 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 includes to:
Q
Guiding directors, collectively and individually, on their duties,
responsibilities and powers
Q
Providing information on legislation, regulations and matters of
ethics and good corporate governance relevant to the company
Q
Recording the minutes of meetings, including attendance registers,
resolutions, directors’ declarations of personal and financial
interests and all notices and circulars issued by the company
Q
Preparing the notice of the annual general meeting
Q
Assuming responsibility for filing annual and other returns in terms
of the Companies Act.
The company secretary updates the board on developments relating
to 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.
Performance self-assessment
The board is satisfied that all independent non-executive directors
meet the criteria of King III.
Access to information
Directors have unrestricted access to the advice and services of the
company secretary and to company records, information, documents
and property. 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 professional advice on any
matters concerning the affairs of the company.
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Hyprop Investments Limited
Integrated Report 2015