76 / 156
ANNEXURES
Principle Board requirement
Comment
Applied/
partially
applied/
not
applied
Chapter 2: Boards and directors
2.16
The board should elect a chairman
who is an independent non-
executive director. The chief
executive officer (CEO) should not
also fulfil the role of chairman of
the board.
The chairman of Hyprop is an independent non-executive director.
His role is to provide strategic guidance as well as encourage and
allow adequate debate at board level. The company’s MoI provides
for one-third of directors to retire by rotation after a three-year
term of office.
Applied
2.17
The board should appoint the
CEO and establish a framework for
delegation of authority.
The board appointed Pieter Prinsloo as CEO and has approved a
framework for delegation of authority. The CEO is responsible for
strategy execution and the oversight of day-to-day operations.
Applied
2.18
The board should comprise a
balance of power, with a majority
of non-executive directors. The
majority of non-executive directors
should be independent.
The majority (nine) of directors are non-executive, with six
categorised as independent.
Applied
2.19
Directors should be appointed
through a formal process.
There is a formal and transparent process for appointment of
directors. The remuneration and nomination committee assists with
the process of identifying suitable candidates to be proposed to
shareholders.
Applied
2.20
The induction, and ongoing training
and development, of directors
should be conducted through
formal processes.
There is a formal induction programme for new directors.
Inexperienced directors are developed through mentorship
programmes. Continuing professional development programmes are
implemented to ensure directors receive regular briefings on changes
in risks, laws and the environment.
Applied
2.21
The board should be assisted by a
competent, suitably qualified and
experienced company secretary.
CIS Company Secretaries Proprietary Limited, an independent
company secretarial practice, was appointed in compliance with the
Companies Act, JSE Listings Requirements and recommendations of
King III. The board deems its representative, Neville Toerien, to be
suitably qualified. The company secretary operates on an arm’s-
length basis from the board and is not a member of the board.
Applied
2.22
The evaluation of the board, its
committees and individual directors
should be performed every year.
The board was evaluated in July 2014.
Applied
KING III APPLICATION
continued
74
Hyprop Investments Limited
Integrated Report 2015