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Hyprop Investments Limited
Integrated annual report 2016
80
PRINCIPLE
BOARD REQUIREMENT
COMMENT
APPLIED/ PARTIALLY
APPLIED/NOT APPLIED
2.16
The board should elect a
chairman who is an
independent non-executive
director. The chief executive
officer (CEO) should not also
fulfil the role of chairman of
the board.
The chairman of Hyprop is an independent non-executive director.
His role is to provide strategic guidance as well as lead the board
and encourage and allow adequate debate at board level.
Applied
2.17
The board should appoint the
chief executive officer and
establish a framework for
delegation of authority.
The board appointed Pieter Prinsloo as chief executive officer and
has approved a framework for delegation of authority. The chief
executive officer is responsible for strategy execution and the
oversight of day-to-day operations.
Applied
2.18
The board should comprise
a balance of power, with a
majority of non-executive
directors. The majority of
non-executive directors
should be independent.
The majority (eight) of directors are non-executive, with five
categorised as independent. The company’s Memorandum of
Incorporation provides for one-third of directors to retire by
rotation after a three-year term of office.
Applied
2.19
Directors should be
appointed through a formal
process.
There is a formal and transparent process for appointing directors.
The remuneration and nomination committee assists with the
process of identifying suitable candidates to be proposed for
appointment to the board.
Applied
2.20
The induction, and ongoing
training and development, of
directors should be
conducted through formal
processes.
There is a formal induction programme for new directors.
Inexperienced directors are developed through mentorship
programmes. Continuing professional development programmes
are implemented to ensure directors receive regular briefings on
changes in risks, laws and the business environment.
Applied
2.21
The board should be assisted
by a competent, suitably
qualified and experienced
company secretary.
CIS Company Secretaries Proprietary Limited, an independent company
secretarial practice, was appointed in compliance with the Companies
Act, JSE Listings Requirements and recommendations of King III. The
board deems its representative, Neville Toerien, to be suitably qualified
and competent. The company secretary operates on an arm’s-length
basis from the board and is not a member of the board.
Applied
2.22
The evaluation of the board,
its committees and individual
directors should be
performed every year.
The board was evaluated in February 2016.
Applied
KING III APPLICATION (CHAPTER 2)
continued