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Hyprop Investments Limited
Integrated annual report and consolidated financial statements
2017
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Succession planning
■■
The remuneration and nomination committee is responsible for
ensuring adequate succession planning for directors and management,
and that all committees are appropriately constituted and chaired.
The board is satisfied that the depth of skills among current directors
meets succession requirements. Succession planning at management
level is actively monitored by management and communicated to the
board.
Performance self-assessment
■■
The board is satisfied that all independent non-executive directors
meet the independence criteria of King IV
■■
Board effectiveness is evaluated annually through a questionnaire
assessment conducted by the investor relations executive. Results
are reviewed by the chairman; any identified issues are appropriately
addressed and discussed with the board. The board and committees
were evaluated in May 2017.
■■
These assessments ensure that the board is held accountable for
ethical and effective leadership.
Access to information
■■
Directors have unrestricted access to the advice and services of the
company secretary and to company records, information, documents
and property. Non-executive directors have full access to the external
and internal auditors, and to management. All directors are entitled,
at Hyprop’s expense, to take independent professional advice on any
matters concerning the affairs of the company (in terms of an
approved procedure).
Information and technology governance
The board, through the audit and risk committee, is responsible for
governing relevant information and technology risks:
■■
The board recognises that this is an integral part of the company’s
approach to governance. Executive management is tasked with
managing IT risks, with oversight from the audit and risk committee
Principle 9
Principle 12
■■
Hyprop understands that opportunities and risks related to IT can
affect value creation. The board is mindful of the importance of
safeguarding company information and intellectual capital, and ensures
that appropriate technology architecture is maintained to protect
information
■■
A governance framework supports effective management of IT
resources and facilitates achieving the company’s strategic objectives
to create value and mitigate associated risks
■■
The board reviews and identifies opportunities for improved
efficiencies and value creation that technology can add to the
business. Equally, it is conscious of risks that may affect the security
of classified information and intellectual capital
■■
The human resources executive is responsible for IT and has the
appropriate levels of knowledge and experience. She interacts regularly
with the audit and risk committee and executive management on IT
governance matters.
Access to the board
■■
Shareholders can provide recommendations or direction to the board
at the annual general meeting, one-on-one meetings and investor
presentations, and through investor polls.
Board committees
■■
The board is satis ed that all the board committees have ful lled their
responsibilities during the year, in terms of their approved charters.
Each committee’s performance is reviewed annually
■■
The need for additional committees is evaluated regularly. Hyprop’s
remuneration and nomination committees are combined. Discussions
on nomination matters are led by the board chairman
■■
The chairs of the committees provide feedback to the board regularly.
In addition, the chairman of the board and committee chairs attend
Hyprop’s annual general meeting to answer questions from
stakeholders.
Principle 8 & 15
Board committee members
Audit and risk
Social and ethics
Investment
Remuneration and nomination
Lindie Engelbrecht (chair)
(1)
Gavin Tipper
Thabo Mokgatlha
Stewart Shaw-Taylor
By invitation
CEO
FD
Financial managers
Investor relations manager
External auditors
Internal auditors
Mike Lewin (chair)
(1)
Pieter Prinsloo
Laurence Cohen
By invitation
Financial managers
Investor relations manager
Legal executive
Developments executive
Human resources executive
Chairman
Pieter Prinsloo (chair)
Stewart Shaw-Taylor
Laurence Cohen
Louis Norval
Kevin Ellerine
Gavin Tipper
Stewart Shaw-Taylor
(chair
(1)
, remuneration matters)
Gavin Tipper (chair
(1)
, nomination
matters)
Lindie Engelbrecht
By invitation
CEO
FD
Human resources executive
(1)
The chairs of these committees are all independent non-executive directors
Please view committee charters online.