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Hyprop Investments Limited
Integrated annual report and consolidated financial statements
2017
77
External advisers to the committee
The committee uses the services of independent advisers as needed. During the year, these advisers supplied data and advice on market practice and
governance and analyses on certain performance measures.
Board and committee meetings
The board meets at least four times a year, with ad hoc meetings as required. Relevant notice of meetings and documentation is provided to directors
timeously, ensuring that they can make well-researched and reasoned decisions.
The
investment committee
meets as required.
Attendance at board and committee meetings for the review period (1 July 2016 to 30 June 2017) is shown below.
Board
Audit
(1)
Risk
(1)
Remuneration
and
nomination
Social
and ethics
Investment
Independent non-executive directors
GR Tipper (board chairman)
(4)
4/4
5/5
3/3
3/3
2/2
(8)
3/3
EG Dube
(6)
2/2
0/1
TV Mokgatlha
4/4
5/5
2/2
N Mandindi
(7)
1/1
L Engelbrecht
(2)
3/4
5/5
3/3
3/3
MJ Lewin
(5)
4/4
2/2
S Shaw-Taylor
(3)
4/4
2/2
3/3
3/3
3/3
Non-executive directors
KM Ellerine
4/4
3/3
L Norval
4/4
3/3
Executive directors
PG Prinsloo (CEO)
4/4
5/5
(8)
3/3
3/3
(8)
2/2
3/3
LR Cohen (FD)
4/4
5/5
(8)
3/3
2/3
(8)
2/2
3/3
(1)
During the year, the risk and audit committees were combined into one committee
(2)
Chair audit and risk committee
(3)
Chair remuneration committee
(4)
Chair nomination committee
(5)
Chair social and ethics committee
(6)
Resigned 1 December 2016
(7)
Appointed 8 May 2017
(8)
By invitation
Compliance with laws, rules, codes and standards
■■
The board monitors the company’s compliance with applicable laws,
regulations, codes and standards
■■
It ensures that applicable laws are understood for the obligations they
create, as well as the rights and protections they afford. Where
required, directors have access to independent experts
■■
The board has discharged its responsibility to ensure an effective
compliance framework by:
–– Establishing appropriate structures, including training programmes,
stakeholder communication channels and compliance measurement
systems
–– Tasking compliance to the national legal executive, compliance
officer, investor relations and human resources executives,
supported by the company’s sponsor
–– Areas of non-compliance are formally highlighted through the risk
management process, supervised by the audit and risk committee
–– Periodically discussing the long-awaited property sector charter,
particularly transformation and related issues.
Relevant legislation/regulations
As Hyprop is a listed REIT, it is required to comply with the JSE Listings
Requirements and rules speci c to REITs in South Africa, along with
country-specific legislation and standards:
■■
Basic Conditions of Employment Act 75 of 1997
■■
Broad-based Black Economic Empowerment Act 53 2003
■■
Companies Act 71 of 2008
■■
Compensation for Occupational Injuries and Disease Act 130 of 1993
■■
Competition Act 89 of 1998
■■
Constitution of the Republic of South Africa 108 of 1996
■■
Consumer Protection Act 68 of 2008
■■
Electronic Communication Act 36 of 2002
■■
Employment Equity Act 55 of 1998
■■
Financial Intelligence Centre Act 38 of 2001
■■
Financial Markets Act 19 of 2012
Principle 13
■■
Income Tax Act 58 of 1962
■■
King III and King IV
■■
Labour Relations Act 66 of 1995
■■
National Environmental Management Act 107 of 1998
■■
Occupational Health and Safety Act 85 of 1993
■■
Promotion of Access to Information Act 2 of 2000
■■
Property charter
■■
Protection of Personal Information Act 4 of 2013
■■
Protected Disclosures Act 2C of 2000
■■
Securities Services Act 36 of 2004
■■
Skills Development Act 97 of 1998
■■
Tobacco Products Control Act 83 of 1993
■■
Unemployment Insurance Act 63 of 2001
■■
Value Added Tax Act 89 of 1991
There were no material compliance issues during the year.
Anti-competitive behaviour
Hyprop has not been party to anti-competitive behaviour or monopoly
practices during the period under review.
Documents available online
■■
Board charter
■■
Audit and risk committee charter
■■
Investment committee charter
■■
Remuneration and nomination committee charter
■■
Social and ethics committee charter
■■
Code of conduct and company policy
■■
Employment equity policy and plan
■■
Memorandum of Incorporation
■■
Gender diversity policy