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ANNEXURES
Principle Board requirement
Comment
Applied/
partially
applied/
not
applied
Chapter 2: Boards and directors
2.1
The board should act as the
focal point for and custodian of
corporate governance.
In line with its charter, the board acts as the focal point for and
custodian of corporate governance by conducting its relationship
with management, shareholders and other stakeholders along sound
corporate governance principles. No one director has unfettered
powers of decision making.
Applied
2.2
The board should appreciate that
strategy, risk, performance and
sustainability are inseparable.
The board, in line with its charter, is responsible for aligning the
strategic objectives, vision and mission with risk and performance.
The group’s formal risk management process considers the full
range of risks including strategic and operational risk, encompassing
performance and sustainability. A social and ethics committee is
responsible for sustainability issues.
Applied
2.3
The board should provide effective
leadership based on an ethical
foundation.
In line with its charter, the board is the guardian of the values and
ethics of the group and provides effective leadership on an ethical
foundation. The group’s code of ethics sets out its commitment
to the highest level of ethical conduct, fair dealing and integrity in
business practice as an operational imperative.
Applied
2.4
The board should ensure the
company is and is seen to be a
responsible corporate citizen.
See 2.3.
2.5
The board should ensure the
company’s ethics are managed
effectively.
The board ensures Hyprop’s ethics are managed effectively. The
social and ethics committee assists the board in overseeing social
and ethical matters for the group. Hyprop’s code of ethics, to which
all members of the board, management and employees are required
to adhere, promotes ethical business practices. Employees and the
public can report any acts of fraud and unethical behaviour on a
confidential fraud hotline.
Applied
2.6
The board should ensure the
company has an effective and
independent audit committee.
The audit committee comprises three independent non-executive
directors in line with King III. Members are elected by shareholders at
the annual general meeting.
Applied
2.7
The board should be responsible for
the governance of risk.
The risk committee is responsible for overseeing the group’s risk
management programme. It reports to the board which retains
ultimate responsibility for the control and management of risk.
The risk committee is responsible for reviewing and assessing the
company’s risk control systems and ensures that risk policies and
strategies are effectively managed. Specifically the role of the
committee is to assist the board in ensuring that:
Q
The company has implemented an effective policy and plan for
risk management that will enhance its ability to achieve its strategic
objectives
Q
Disclosure on risk is comprehensive, timely and relevant.
Applied
KING III APPLICATION
72
Hyprop Investments Limited
Integrated Report 2015