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CORPORATE GOVERNANCE

REMUNERATION REPORT

Philosophy

Hyprop is an internally managed REIT, making employee skills essential

to our sustainability. Our remuneration philosophy therefore supports

our strategic objectives and encourages individual performance. It

emphasises the contribution of our employees to building long-term

value through fair and balanced remuneration.

The policy is based on several key principles:

Q

Hyprop’s success depends on attracting talented, experienced and

motivated individuals who can execute our business strategy to

achieve our vision and mission. We use both short and long-term

incentives to support this goal

Q

Target-based short-term incentives (STIs) are strong drivers of

performance. A significant portion of senior management reward

is therefore variable, based on realistic performance targets, and

individual contributions to the growth of their division and the

wider company. We also reward employees who deliver superior

performance in line with our strategic goals. Special bonuses may

be considered as additional awards in exceptional circumstances

Q

Long-term incentives (LTIs) are aligned to Hyprop’s strategic

objectives and the investment interests of shareholders.

Policy

The remuneration and nomination committee is responsible for

implementing the remuneration policy to ensure:

Q

Salary structures and policies motivate superior performance,

and are linked to realistic performance objectives that support

sustainable growth

Q

Stakeholders are able to make informed assessments of reward

practices and governance processes

Q

Compliance with all applicable laws and regulatory codes.

Non-executive directors

Our policy is to remunerate non-executive directors competitively for

their service while understanding the required time commitment. Fees

are benchmarked against a peer group of JSE-listed companies, and

there are no contractual arrangements to compensate for loss of office.

The remuneration and nomination committee reviews these fees

annually and makes its recommendations to the board which, in turn,

proposes fees for approval by shareholders at the annual general

meeting.

Non-executive directors do not receive STIs nor do they participate in

any LTI schemes except if they previously held executive office and are

entitled to unvested benefits from this period. Hyprop pays no pension

contributions for non-executive directors.

Executive directors and senior executive remuneration

Our executive directors are permanent employees and their

employment agreements include a notice period, but no restraints of

trade. Hyprop aims to be an employer of choice: to attract and retain

individuals of high calibre, we offer competitive remuneration packages

and review these annually.

Our remuneration structure includes:

Q

Base salary

All basic salaries are market-related, benchmarked against industry

norms and adjusted for an employee’s experience, qualifications,

responsibilities and nature of work. These are reviewed annually.

Q

STIs

An annual performance bonus aligns short-term rewards with

annual performance and supports retention. Performance reviews

are weighted significantly to output. The executive committee

sets key performance deliverables (KPDs) annually at property and

company levels. These are formally measured and include:

– Net income growth

– Performance against budget

– Increase in trading densities

– New/renewed leasing rental values achieved relative to budget

– New/renewed leasing escalations achieved

– Tenant arrear collections and management

– Tenant deposit and bank guarantee management

– Documentation administration.

Exceptional performance is rewarded with higher incentives, after

considering recommendations from general managers, regional

executives and executive directors.

The maximum bonus for senior management is six months’ salary,

at the committee’s discretion. Bonuses for executive directors

are aligned with strategic objectives and are at the committee’s

discretion.

Q

LTIs

These reward long-term decisions supporting dividend and capital

growth. They are also designed to align employee behaviour with

shareholders’ interests and to ensure long-term retention of staff.

The LTI comprises a performance and a retention component. The

split between performance shares and retention shares is 70% : 30%

for all participants.

66

Hyprop Investments Limited

Integrated Report 2015