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Principle Board requirement

Comment

Applied/

partially

applied/

not

applied

Chapter 2: Boards and directors

2.23

The board should delegate certain

functions to well-structured

committees, but without abdicating

its responsibilities.

Without abdicating its own responsibilities, the board delegates

certain functions to specific committees:

Q

Audit committee

Q

Risk committee

Q

Investment committee

Q

Remuneration and nomination committee

Q

Social and ethics committee

Each committee has a formal charter approved by the board and

reviewed regularly.

Applied

2.24

A governance framework should be

agreed between the group and its

subsidiary boards.

All policies and procedures are followed by subsidiary boards.

Applied

2.25

Companies should remunerate

directors and executives fairly and

responsibly.

The board is responsible for ensuring Hyprop has an appropriate

remuneration strategy. The remuneration and nomination committee

has an independent role, making recommendations to the board for

its consideration and final approval to ensure the group remunerates

directors (including fees for non-executive directors) and executives

fairly and responsibly; and that disclosure of directors’ remuneration

is accurate, complete and transparent. Remuneration is set out in the

remuneration report. Fees for board and committee members are

approved annually at the annual general meeting.

Applied

2.26

Companies should disclose the

remuneration of each individual

director and prescribed officers.

The remuneration of directors and prescribed officers is disclosed

and applied in note 24 of the financial statements.

Applied

2.27

Shareholders should approve the

company’s remuneration policy.

Details of the remuneration policy are on page 66. The remuneration

policy is submitted to shareholders to consider and endorse by way

of a non-binding advisory vote at the annual general meeting.

Applied

75

Hyprop Investments Limited

Integrated Report 2015