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Corporate
governance
continued
74
Hyprop Investments Limited
Integrated annual report and consolidated financial statements
2017
The chairman of the board
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The chairman is an independent non-executive director, appointed in
June 2013
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He is not a former CEO
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There is a formal description of the role of the chairperson: his role is
separate from that of the CEO. He provides leadership and guidance
to the board and encourages deliberations on all matters requiring
directors’ attention
■■
Succession planning is in place for this role.
Non-executive directors
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Non-executive directors have diverse backgrounds in commerce and
industry. Their collective experience enables them to provide sound,
objective judgement in decision making
■■
At least one-third of directors retire by rotation every year, in line
with Hyprop’s Memorandum of Incorporation (MOI)
■■
An agreement with all non-executive directors covers compliance
with the directors’ code of conduct, contributions expected and
remuneration and the terms of the directors’ and officers’ liability
insurance provided by the company
■■
Directors’ code of conduct is addressed in the board charter
■■
Independent non-executive directors serving for over nine years are
subject to rigorous review by the board to ensure their continued
independence
■■
The independence of non-executive directors classified as such is
annually evaluated by the board.
Director development
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Directors have access to experts and other parties for assistance in
carrying out their duties if required
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The board ensures that inexperienced directors are developed through
mentorship programmes
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Continuing professional development programmes are implemented
as required
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Directors are also encouraged to enhance their professional
development in their personal capacity
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The board ensures directors are regularly briefed on changes in risks,
laws and the business environment
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A formal induction programme is in place for new directors. This
includes a briefing by the chairman, CEO, FD and Hyprop’s JSE sponsor.
New directors are introduced to key senior management at company
and shopping centre levels, and site visits to shopping centres are
facilitated.
Dealing in securities
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The board complies with the JSE Listings Requirements’ restrictions
on trading in Hyprop’s shares by directors, the company secretary and
affected employees in closed periods (as defined)
■■
In conjunction with the FD and JSE sponsor, the board ensures trades
in Hyprop shares by these individuals are disclosed on SENS
■■
In line with company policy, directors and senior employees with
access to Hyprop’s nancial results and other price-sensitive
information are barred from dealing in its shares for speci ed periods
before relevant announcements are released on SENS
■■
All directors and affected employees are notified before the company
enters a closed period.
Conflicts of interest
■■
As per the code of ethics and conduct, directors must declare to the
chairman and company secretary their shareholdings, additional
directorships and any potential con icts of interest
■■
A process is in place to ensure that directors’ con icts of interest are
fully disclosed as required.
Principle 7
Principle 7
Principle 7
Company secretary
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CIS Company Secretaries Proprietary Limited is an independent
practice providing services to numerous JSE-listed companies
■■
The board is satis ed that the company secretary and its
representative, Gillian Prestwich, are sufficiently quali ed and skilled to
act in accordance with, and advise directors on, the recommendations
of King IV, the Companies Act and other relevant regulations and
legislation
■■
The board reviews the relationship between the company secretary
and itself as well as its committees annually
■■
The board has determined that the company secretary is independent
from management and does not take on any management or
executive duties on its behalf or for any subsidiary company
■■
The company secretary is not a director of Hyprop or a material
shareholder in the company or any subsidiary, and has no major
contractual relationship with the company or any director. Accordingly,
the board is satisfied that the company secretary maintained an arm’s
length relationship with all directors in the year under review.
Functions of the company secretary
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Guiding directors, collectively and individually, on their duties,
responsibilities and powers
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Providing information on legislation, regulations and relevant matters
of ethics and good corporate governance
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Recording the minutes of meetings, including attendance registers,
resolutions, directors’ declarations of personal and nancial interests,
and all notices and circulars issued by the company
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Preparing the notice of annual general meeting
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Filing annual and other returns with the Companies and Intellectual
Property Commission (CIPC) in terms of the Companies Act.
Board appointment process
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With support from the remuneration and nomination committee,
the board is responsible for new appointments, using a formal and
transparent process to identify and select candidates
■■
The board and nomination committee annually reviews the
composition of the board, considering the balance of skills, experience,
background, culture, race and gender required to drive Hyprop’s
operational progress and sustainable transformation, as well as other
relevant factors, including diversity and regulatory compliance, before
an appointment is made
■■
In terms of Hyprop’s MOI, the appointment of new directors is
con rmed by shareholders at the next annual general meeting
■■
In executing its mandate for director appointments, the board (advised
by the nomination committee) will:
–– Continuously evaluate the progress and effect of initiatives to
promote diversity on the board
–– Evaluate criteria for nominating and appointing directors. The
committee considers and recommends to the board for approval
any changes to targets for achieving diversity on the board.
Rotation of directors
■■
Hyprop’s MOI stipulates that one-third of directors retire by rotation
after a three-year term. If eligible, these directors will offer themselves
for re-election.
Principle 7
Principle 7