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Hyprop Investments Limited
Integrated annual report 2016
74
standards of best practice. The board ensures that it acts in the best
interest of the company.
In line with King III’s “apply or explain” approach, the directors disclose
the extent to which Hyprop applies these principles to create and
sustain value for stakeholders over the short, medium and long term,
and explain any instances of non-compliance.
Hyprop has elected to participate in the Institute of Directors
Southern Africa’s (IoDSA) governance assessment instrument,
achieving the highest application score of AAA.
Approach to corporate governance
Our approach to corporate governance is based on the values and
principles that underpin our day-to-day activities, including
responsiveness, collaboration, transparency, integrity and
accountability. This approach encompasses a commitment to
excellence in corporate governance standards that we regard as
fundamental to the sustainability of our business.
Applying governance principles
The board of directors is committed to applying the
recommendations of King III, complying with the JSE Listings
Requirements and Companies Act, as well as incorporating relevant
Ethical leadership and corporate citizenship
Hyprop’s board and management team provide effective leadership
and supervision based on ethical imperatives. They understand that
ethical conduct and good corporate citizenship underpin the
King III code, where leadership is expected to direct business strategy
and operations to ensure long-term sustainability.
The board is guided in all matters by the board charter, which sets
out its responsibilities. Please view the board charter online.
In line with its charter, the board is the guardian of the group’s values
and ethics. This is achieved by effectively managing corporate ethics
and aligning business strategy to corporate values, while considering
our impact on the economy, society, stakeholders and the
environment.
The board leads by example and embodies the values set out in our
code of conduct and ethics, published online. Its social and ethics
committee monitors compliance with Hyprop’s code of conduct and
ethics and other relevant social, ethical and legal requirements, as well
as best practice. It reports to shareholders on matters in its mandate
at the annual general meeting and via this integrated report.
Ethical behaviour is monitored through the Hyprop whistleblower’s
line (0800 555 317), an independent hotline operated by an external
provider that includes regular call analysis to enable Hyprop to
investigate all allegations promptly. Formal reports on matters that
may affect nancial performance are submitted to the audit
committee. One report was received during the period, which
was appropriately addressed.
Composition of the board
Hyprop’s board comprises 10 directors: five independent non-
executives, three non-executives, and two executive directors.
Our non-executive directors’ diverse experience in commerce and
industry enables them to make informed and independent decisions.
Strategy is evaluated and approved, group performance scrutinised
and executive management monitored against key performance
indicators. Their guidance and outlook on the group’s nancial, audit,
corporate governance and risk management systems and controls
are especially valuable. Transformation, succession planning and the
remuneration process (at senior level) is reviewed to ensure
sustainable leadership. Non-executive directors are not involved
in Hyprop’s daily operations.
Hyprop has processes in place to ensure directors have no con icts of
interest in ful lling their duties. If conflicts do exist, they are properly
declared and dealt with in line with regulations. Constructive debate
at meetings contributes to informed decisions.
AAA
Highest application
AA
High application
BB
Notable application
B
Moderate application
C
Application to be improved
L
Low application
Hyprop Investments Limited – 1987/005284/06
IoDSA FAI
score
Applied/partially not
applied/not applied
+
Chapter 1: Ethical leadership and corporate citizenship
AAA
Applied
+
Chapter 2: Boards and directors
AAA
Applied
+
Chapter 3: Audit committees
AAA
Applied
+
Chapter 4: The governance of risk
AAA
Partially not applied
+
Chapter 5: The governance of information technology
AAA
Applied
+
Chapter 6: Compliance with laws, rules, codes and standards
AAA
Applied
+
Chapter 7: Internal audit
AAA
Applied
+
Chapter 8: Governing stakeholder relationships
AAA
Applied
+
Chapter 9: Integrated reporting and disclosure
AA
Applied
Overall score
AAA
Powered by IoDSA GAI
Please view the full report on compliance with each of the King III principles online
(www.hyprop.co.za).
See pages 78 – 81 for application of chapter 2 principles.
CORPORATE GOVERNANCE