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Hyprop Investments Limited
Integrated annual report 2016
The chairman, Gavin Tipper, is an independent non-executive director. His role is clearly de ned and separated from that of the chief executive
officer, Pieter Prinsloo. Similarly, the responsibilities of chief executive officer and nancial director are strictly separated from those of non-
executive directors to ensure no single director can make unilateral decisions. The chairman provides leadership and guidance to the board and
encourages proper deliberation on all matters requiring directors’ attention, with input from other directors. The chief executive officer and
nancial director are responsible for implementing strategy and operational decisions and operate within a delegation of authority.
COMMITTEE STRUCTURE
AUDIT
RISK
SOCIAL AND ETHICS
INVESTMENT
REMUNERATION AND
NOMINATION
MEMBERS
MEMBERS
MEMBERS
MEMBERS
MEMBERS
Lindie Engelbrecht (chair*)
Gavin Tipper
Thabo Mokgatlha
Stewart Shaw-Taylor
(chair*)
Lindie Engelbrecht
Pieter Prinsloo
Laurence Cohen
Mike Lewin (chair*)
Pieter Prinsloo
Vasti Booysen
Karin Eichhorn
Desirée Nafte
Steven Riley
Pieter Prinsloo (chair)
Stewart Shaw-Taylor
Laurence Cohen
Louis Norval
Kevin Ellerine
Gavin Tipper
Ethan Dube (chair*,
remco matters)
Gavin Tipper (chair*,
nomco matters)
Lindie Engelbrecht
Stewart Shaw-Taylor
RESPONSIBILITIES
RESPONSIBILITIES
RESPONSIBILITIES
RESPONSIBILITIES
RESPONSIBILITIES
Reviewing accounting,
auditing, internal audit
and financial reporting
matters
Implementation and
monitoring of an
appropriate risk policy
Monitoring Hyprop’s
activities in terms of
social and economic
development, good
corporate citizenship,
health and public safety,
consumer relationships,
and labour and
employment
Assisting the board in
considering opportunities
for acquisitions, disposals
and other corporate
activity. Approving
acquisitions, disposals
and capital expenditure
in line with its limits of
authority and the
strategy determined by
the board
Ensuring that Hyprop’s
remuneration policies and
practices support the
group’s strategic
objectives and encourage
individual performance;
to build long-term value
through fair and balanced
remuneration
* The chairs of key committees – audit, remuneration and nomination, social and ethics – are all independent non-executive directors.
Please view committee charters online.
Board changes
Louis van der Watt resigned from the board effective on 4 May 2016.
Board appointment process
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
committee consider the mix of skills and experience required to drive
Hyprop’s operational progress and sustainable transformation, as well
as other relevant factors, including diversity and regulatory
compliance.
Induction for new directors includes a brie ng by the chairman, chief
executive officer, nancial director and sponsor, Java Capital. They are
also introduced to key senior management at company and shopping
centre levels, with site visits to shopping centres; and given
unrestricted access to company information.
In terms of the Memorandum of Incorporation (MOI), the
appointment of new directors is con rmed by shareholders at
the next annual general meeting.
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.
Directors standing for re-election by rotation at the upcoming
annual general meeting are Pieter Prinsloo, Lindie Engelbrecht and
Mike Lewin.
Director development
Directors have access to experts and other parties required to assist
them to carry out their duties. In addition, they are encouraged to
continue their professional development in their personal capacity.
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 of current directors
meets succession requirements.