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CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
continued
Access to the board
Shareholders can provide recommendations or direction to the
board at the annual general meeting, one-on-one meetings, investor
presentations and through investor polls.
Dealing in securities
The board complies with the JSE Listings Requirements that restrict
trading in Hyprop’s shares by directors, company secretary and
employees in defined closed periods. In conjunction with the financial
director and sponsor, the board ensures the required disclosure of
trades in Hyprop shares is published on SENS. Directors and senior
employees with access to the company’s financial results and other
price-sensitive information are barred from dealing in Hyprop shares
for specified periods before relevant announcements. A notification
to all directors and affected staff alerts them that the company is
entering a closed period.
Hyprop uses dividend per share as the relevant measure of financial
results for the purpose of reporting on trading statements, if any.
Conflicts of interest
As per the code of ethics and conduct, directors must declare to
the chairman and company secretary their shareholdings, additional
directorships and any potential conflicts of interest.
Board committees
Please see the outline of board committees on page 62.
The board is satisfied that all committees have fulfilled their
responsibilities during the year as per their approved charters.
Each committee’s performance is reviewed annually.
The need for additional committees is evaluated regularly. Hyprop’s
remuneration and nomination committees are combined. Discussions
on agenda items for nomination committee matters are chaired by the
board chairman.
There is full disclosure from committees to the board, including
verbal reports on recent activities by committee chairmen to the
board. Minutes of committee meetings are made available to all
board members. In addition, the board chairman and chairmen of
each committee attend Hyprop’s annual general meeting to answer
questions from stakeholders.
Board and committee meetings
The board meets at least four times a year, with ad hoc meetings when
necessary. Relevant notice and information is supplied in advance,
ensuring directors can make well-researched and reasoned decisions.
The investment committee meets on an ad hoc basis as necessary.
Attendance at board and committee meetings for the review period (1 July 2014 to 30 June 2015) is reflected below.
Board
Audit
Risk
Remuneration
and nomination
Social
and ethics
Independent non-executive directors
GR Tipper (chairman of the board)
4/4
5/5
2/2
(e)
2/2
2/2
(e)
EG Dube
(c)
4/4
2/2
L Engelbrecht
(a)
4/4
5/5
2/2
2/2
TV Mokgatlha
4/4
5/5
MJ Lewin
(d)
4/4
2/2
LLS van der Watt
2/4
Non-executive directors
KM Ellerine
4/4
L Norval
4/4
S Shaw-Taylor
(b)
4/4
2/2
2/2
Executive directors
PG Prinsloo (CEO)
4/4
5/5
(e)
2/2
2/2
(e)
2/2
LR Cohen (FD)
4/4
5/5
(e)
2/2
2/2
(e)
2/2
(e)
Executives and management
M de Klerk
2/2
(e)
K Eichhorn
2/2
(e)
2/2
(e)
2/2
(e)
D Nafte
1/2
(e)
2/2
(e)
S Riley
2/2
(e)
2/2
(e)
B Frylinck
(e)
1/2
(e)
V Watson
1/2
(e)
1/2
(e)
T Rasiluma
1/4
(e)
2/5
(e)
2/2
(e)
2/2
(e)
V Booysen
2/5
(e)
2/2
(e)
2/2
M Hattingh
4/5
(e)
1/2
(e)
(a)
Chairman audit committee
(b)
Chairman risk committee
(c)
Chairman remuneration and nomination committee
(d)
Chairman social and ethics committee
(e)
By invitation
64
Hyprop Investments Limited
Integrated Report 2015