Hyprop Investments Limited Integrated annual report 2017

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70 Hyprop Investments Limited
Integrated annual report and consolidated financial statements2017
Corporate
governance
We view corporate governance
as a lever for value creation.
Our approach is based on
the values and principles that
underpin our daily activities:
responsiveness, collaboration,
transparency, integrity
and accountability. This
encompasses a commitment
to excellence in corporate
governance standards
that is fundamental to the
sustainability of our business.
In line with its charter, the board acts as the focal point for and custodian
of corporate governance by conducting its relationships with
management, shareholders and other stakeholders on sound corporate
governance principles.
King IV
Hyprop welcomes King IV, as the new code shifts from a compliance-
based, quantitative mindset to a qualitative one that enhances the
value-creation process. King IV has motivated management to ask the
following governance questions:
■■Does the company nurture an ethical culture?
■■How does the company classify good performance?
■■Do our board and senior management have effective control over
the business?
■■Is there legitimacy in all our business activities with stakeholders?
■■Does the company nurture and generate sustainable value creation?
The board is committed to applying the recommendations of King IV,
complying with the JSE Listings Requirements and Companies Act, and
incorporating relevant best governance practice. The board ensures it
acts in the best interest of the company at all times.
In line with King IV’s ‘apply and explain’ approach, the directors disclose
the extent to which Hyprop applies the King IV principles to create and
sustain value for stakeholders over the short, medium and long term.
Key practices to maintain good corporate governance include:
■■The board charter is in place, and is reviewed annually
■■The board meets at least four times a year, with special meetings
scheduled if required
■■The board has unrestricted access to all company information, records,
documents and property, subject to a board-approved process.
Hyprop directors and members of board committees (audit and risk,
remuneration and nomination, social and ethics) may take independent
advice in the performance of their duties (at company cost), after
following a board-approved procedure.
Please view the full King IV principles report online .
The Hyprop board
■■The board evaluates and approves group strategy, scrutinises group
performance and measures executive management’s performance
against key performance deliverables
■■There is a clear division of responsibilities at board level, to ensure that
no one director has unfettered power of decision making
■■The board promotes transformation, gender diversity and succession
planning to ensure sustainable leadership structures
■■It provides guidance and advice on the group’s financial, audit,
governance and risk management controls
■■The board reviews the remuneration process (specifically at senior
level)
■■It discloses the credentials of individual directors to enable
shareholders to make their own assessment
■■Real or perceived conflicts of interest are disclosed to the board
and managed appropriately.
Composition of the board
■■In determining the optimal number of directors to serve on the board,
the remuneration and nomination committee considers the
knowledge, skills and experience of individuals. At present, the size
of the board is considered appropriate given Hyprop’s scale and
geographical diversification. This is reviewed periodically against the
size of the company and its needs
■■Hyprop’s board comprises 10 directors: six independent non-
executives, two non-executives and two executives. The classification
of directors is based on an annual assessment of their independence
■■The board has two executive directors, namely the CEO and FD
■■Requirements to ensure gender and race diversity achieve desired
levels are being considered.
Board changes
■■Ethan Dube resigned from the board effective 1 December 2016
■■Nonyameko Mandindi joined the board as an independent non-
executive director on 8 May 2017.
Principle 7
Principle 7