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zz_Tower Property Fund - 2012/066457/06 |
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Applied / Partially Applied / Not Applied |
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Principle 1.1: The Board provides effective leadership based on ethical foundation |
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Practice: |
The board sets the values to which the company will adhere to and these are formulated in the company's code of conduct. |
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Practice: |
The board ensures that the board's and management's conduct sets an example in that it aligns to the company values. |
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Practice: |
The board promotes the stakeholder-inclusive approach of governance and takes account of the impact of the company's operations on internal and external stakeholders. |
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Practice: |
All deliberations, decisions and actions of board are based on fairness, accountability, responsibility, transparency. |
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Practice: |
Directors in performing their stewardship role exercise the following five moral duties: conscience, care, competence, commitment, courage. |
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Principle 1.2: The Board ensures that the company is and is seen to be a responsible corporate citizen |
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Practice: |
The board considers not only financial performance, but also the impact of the company's operations on society and the environment. |
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Practice: |
The board protects, enhances and invests in the wellbeing of the economy, society and the environment. |
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Practice: |
The board ensures that the company performance and interaction with its stakeholders is guided by the Constitution and the Bill of Rights. |
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Practice: |
Evaluating and managing the risks of doing business in weak governance zones forms an important component of risk management. |
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The Group operates in jurisdictions with high corporate governance requirements. |
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Practice: |
The board ensures that collaborative efforts with stakeholders are embarked upon to promote ethical conduct and good corporate citizenship. |
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Practice: |
The board ensures that measurable corporate citizenship programmes and policies are developed and implemented. |
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Practice: |
The board satisfies itself that the strategy and business plans are not encumbered by risks that have not been thoroughly examined by management. |
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Principle 1.3: The Board ensures that the company ethics are managed effectively |
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Practice: |
The board ensures that ethical risks and opportunities are incorporated in the risk management process or ethics programme; i.e. and ethics risk and opportunity profile is compiled. |
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Practice: |
The board ensures that the company's ethics performance is assessed, monitored, reported and disclosed. |
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Practice: |
The board has ensured that a code of conduct and ethics-related policies, through which ethical standards are clearly articulated, have been established and implemented. |
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Practice: |
The board ensures compliance with the code of conduct is integrated into the strategy and operations of the company; i.e. the ethical organisational culture is reflected in the company's vision and mission; strategies and operations; its decisions and conduct; and the manner in which it treats its internal and external stakeholders. |
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Principle 2.2: The Board appreciates that the strategy, risk, performance and sustainability are inseparable |
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Practice: |
The board informs and approves strategy (as opposed to being a passive recipient of strategy as proposed by management). |
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Practice: |
Board takes steps to ensure that long-term planning will result in sustainable outcomes taking account of people, planet, profit. |
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Practice: |
The board ensures that the strategy is aligned with the purpose of the company, the value drivers of its business and the legitimate interests and expectations of its stakeholders. |
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Practice: |
Strategy is translated into key performance and risk areas (including finance, ethics, compliance and sustainability); and the associated performance and risk measures are identified and clear. |
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Practice: |
The board considers sustainability a business opportunity; i.e. long-term sustainability is linked to strategy and guides strategy. |
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Principle 2.14: The Board and its directors act in the best interests of the company |
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Practice: |
Directors are permitted to take independent advice in connection with their duties at company cost following a board approved procedure. |
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Practice: |
Real or perceived conflicts of interest are disclosed to the board and managed appropriately. |
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Practice: |
The company has a policy regarding dealing in securities by directors, officers and selected employees. (Only applicable if listed company.) |
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Practice: |
The board has unrestricted access to all company information, records, documents and property subject to following a board approved process. |
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Principle 2.16: The Board has elected a chairman of the board who is an independent non executive director. The CEO of the company does not also fulfil the role of chairman of the Board. |
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Practice: |
The chairperson is an independent non-executive director. |
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Practice: |
The chairperson is not a former CEO. |
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Practice: |
The chairperson is elected by board members every year. |
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Practice: |
The chairman ability to add value, and his performance against what is expected of his role and function is assessed every year. |
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Practice: |
A formal role description exists for the chairperson. |
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Practice: |
There is succession planning in place for the chairperson. |
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Practice: |
It is disclosed whether the chairperson is an independent non-executive director and if not, the reason for it. |
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Practice: |
The chairperson of the board is not the chairperson of the remuneration committee. |
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Practice: |
The nominations committee oversees a formal succession plan for the board, CEO and certain senior executive appointments. |
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Principle 2.17: The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority |
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Practice: |
The board appoints the CEO. |
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In terms of the asset management contract with Tower Asset Managers Proprietary Limited, the asset manager appointed the CEO. The asset manager was internalised on 30 June 2016, therefore going forwards the CEO will be appointed by the board. |
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Practice: |
The board has input in other senior executive appointments. |
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Practice: |
The board defines its own level of materiality and approves a delegation of authority framework. |
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Practice: |
The role and function of the CEO is formalised. |
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Practice: |
The CEO is not a member of the remuneration committee. |
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Practice: |
The CEO is not a member of the audit committee. |
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Practice: |
The CEO is not a member of the nomination committee. |
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Practice: |
There is a formal succession plan in place for the CEO and other senior executives. |
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Practice: |
There is a benchmark; i.e. performance measures, in place to evaluate the performance of the CEO. |
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Principle 2.18: The Board comprises a balance of power, with a majority of non executive directors. The majority of non executive directors are independent. |
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Practice: |
The nominations committee recommends eligibility of prospective directors on the basis of past performance, contribution and the objectivity of business judgement calls. |
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Practice: |
The board comprises a majority of non-executive directors. |
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Practice: |
A majority of non-executive directors are independent. |
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Practice: |
The board has a minimum of two executive directors - the CEO and the director responsible for finance. |
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Practice: |
When determining the number of directors to serve on the board, the knowledge, skills and resources required as appropriate to the business of the company is considered. |
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Practice: |
The board has considered whether its size, diversity and demographics make it effective. |
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Practice: |
At least one third of non-executive directors rotates every year. |
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Practice: |
Independent non-executive directors serving for longer than 9 years are subjected to a rigorous review of their independence and performance by the board. |
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Practice: |
The board, through the nomination committee, recommends eligibility for re-election of retiring non-executive directors, while considering past performance, contribution and the objectivity of business judgement calls. |
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Practice: |
The classification of directors as independent or otherwise is disclosed on the basis of the yearly assessment of the independence of the independent non-executive directors. |
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Practice: |
There is reporting on the procedure and outcome of the assessment of the suitability of non-executive independent directors to continue on the board as such, for a period longer than nine years. |
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No directors serving for longer than nine years. |
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Practice: |
Non-executive directors that are classified as 'independent' by the company is subjected to an annual evaluation of their independence by the chairperson and the board.††††† |
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Principle 2.19: Directors are appointed through a formal process |
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Practice: |
The number of meetings held each year by the board and each board committee and the details of attendance of each director(as applicable) at such meetings are disclosed. |
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Practice: |
The nominations committee identifies and participates in selecting board members. |
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Practice: |
The nominations committee ensures that new directors have not been declared delinquent nor are serving probation in terms of section 162 of the Act. |
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Practice: |
Procedures for appointments to the board are formal and transparent and are a matter for the board as a whole, assisted by the nomination committee. |
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Practice: |
Prior to their appointment, procedures are in place to investigate the candidates' backgrounds along the lines of the approach required for listed companies by the JSE . |
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Practice: |
An agreement is concluded with all non-executive directors that includes the directors' code of conduct to be complied with, the contribution that is expected from the specific individual, the remuneration for holding office as director and the terms of directors' and officers' liability insurance to be provided. |
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Practice: |
Details of directors' appointment procedure and composition of board are provided in the integrated report. |
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Practice: |
The board makes full disclosure regarding individual directors to enable shareholders to make their own assessment of directors. |
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Practice: |
Reasons for the removal, resignation or retirement of directors are provided. |
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Principle 2.21: The Board is assisted by a competent, suitably qualified and experienced company secretary. |
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Practice: |
The company secretary is empowered by the board to effectively perform his duties. |
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Practice: |
The company secretary is appointed and removed by board. |
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Practice: |
The company complies with the provisions of the Companies Act, 2008 in relation to the appointment and removal of the company secretary. |
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Practice: |
The role and function of the company secretary is formalised. |
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Practice: |
The nominations committee establishes procedures for appointments to the board and ensures that these are properly carried out. |
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Principle 2.22: The evaluation of the Board, its committees and individual directors is performed every year. |
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Practice: |
An overview of the appraisal process of the board, board committees, individual directors, the results thereof and action plans are disclosed in the integrated report. |
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The appraisals are done but not disclosed in the integrated report. |
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Practice: |
The remuneration committee considers the results of the evaluation of the performance of the CEO and other executive directors, both as a directors and as executives in determining remuneration. |
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Practice: |
The board determines it's own role, functions, duties and performance criteria as well as that for directors on the board and the board and board committees to serve as a benchmark for performance appraisal. |
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Performance is monitored on an ongoing basis. |
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Practice: |
The results of performance evaluation are used to identify training needs for directors. |
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Training and development needs are assessed on an ongoing basis. |
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Practice: |
The nomination for re-appointment of a director only occurs after the evaluation of the performance and attendance of the director. |
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Principle 2.23: The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities. |
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Practice: |
The composition and role of each board committee are disclosed. |
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Practice: |
The names and details of any external advisers who regularly attend or are invited to attend committee meetings are disclosed. |
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Practice: |
The audit committee terms of reference deal with: composition; objectives, purpose and activities; delegated authorities - including the extent of power to make decisions; tenure; and reporting mechanism to the board. |
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Practice: |
The audit committee is entitled to obtain independent professional advice at cost of the company on any issue within the ambit of its scope and subject to following a board approved process. |
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Practice: |
The risk committee's terms of reference are approved by the board. |
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Practice: |
The risk committee is chaired by a non-executive director. |
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Practice: |
The risk committee's terms of reference deal with: composition; objectives, purpose and activities; delegated authorities - including the extent of power to make decisions; tenure; and reporting mechanism to the board. |
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Practice: |
The risk committee is entitled to obtain independent professional advice at cost of the company on any issue within the ambit of its scope and subject to following a board approved process. |
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Practice: |
There is a board remuneration committee. |
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Practice: |
The remuneration committee's terms of reference deal with: composition; objectives, purpose and activities; delegated authorities - including the extent of power to make decisions; tenure; and reporting mechanism to the board. |
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Practice: |
The remuneration committee is entitled to obtain independent professional advice at cost of the company on any issue within the ambit of its scope and subject to following a board approved process. |
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Practice: |
All members of the remuneration committee are non-executive directors. |
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Practice: |
The remuneration committee is chaired by an independent director. |
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Practice: |
The nominations committee's terms of reference are approved by the board. |
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Practice: |
The nominations committee's terms of reference deals with: composition; objectives, purpose and activities; delegated authorities - including the extent of power to make decisions; tenure; and reporting mechanism to the board. |
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Practice: |
The majority of members of the nominations committee are independent. |
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Practice: |
The nomination committee is entitled to obtain independent professional advice at cost of the company on any issue within the ambit of its scope and subject to following a board approved process. |
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Practice: |
There is a nomination committee. |
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Principle 2.24: A governance framework has been agreed upon between the group and its subsidiary Boards |
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Practice: |
The integrated report provides details of the implementation and adoption of policies, processes or procedures of the holding company by subsidiary company(ies). |
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Practice: |
There is a governance framework between the group and its subsidiary boards. |
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Practice: |
There are formal policies and practices in place to ensure equal treatment of shareholders within the group. |
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Practice: |
Insider Trading is dealt with in terms of relevant stock exchange rules. |
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Practice: |
Implementation and adoption of policies, processes or procedures of the holding company are considered and approved by the subsidiary company. |
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Practice: |
The holding company respects the fiduciary duty of the director who represents the holding company on the board of the subsidiary to that subsidiary. |
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Practice: |
Consultation takes place by the holding company board with the chairperson of the subsidiary board and nomination committee prior to nominating a shareholder representative director. |
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Principle 2.25: The company remunerates its directors and executives fairly. |
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Practice: |
There exists remuneration policies and practices that address base pay and bonuses, employee contracts, severance and retirement benefits and share-based and other long-term incentive schemes. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
Remuneration policies and practices are aligned with company strategy. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
Incentives are based on targets, both financial and sustainability related, that are stretching, verifiable and relevant. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
Multiple performance measures are used to avoid manipulation of results or poor business decisions. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
Remuneration levels reflect the contribution of senior executives. |
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Practice: |
Awards of share options and incentives are subject to a vesting period from 3 to 10 years. |
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Practice: |
The value of awards of share options and incentives are not significant in comparison to base pay. |
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Practice: |
If incentives are given for both long-term and short-term goals, the performance drivers are not duplicated and a balance is struck with the need to reward success over the longer term. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
Employment contracts do not commit the company to pay on termination arising from an executive's failure. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
There is no automatic entitlement to bonus or share-based payments on early termination of employment. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
There is no provision in employment contracts for severance as result of change in control of company. |
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Practice: |
Participation in incentive schemes is limited to employees and executive directors and provides appropriate limits for individual participation. |
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Practice: |
High leveraging of incentive schemes is avoided. |
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Practice: |
Share incentive awards and options are granted regularly and consistently, generally once a year. |
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Practice: |
No awards of share options and incentives are allowed in closed periods. |
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Practice: |
No backdating of awards of share options and incentives is allowed. |
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Practice: |
The share-based and long-term incentive schemes have special conditions in place for change of control, roll-over for capital reconstruction, early termination of employment or dismissal for good cause. |
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Practice: |
The remuneration committee's terms of reference are approved by the board. |
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Practice: |
The remuneration committee assists the board in setting and administering remuneration. |
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Practice: |
The remuneration committee ensures that the mix of fixed and variable pay, in cash, shares and other elements, meets the company's needs and strategic objectives. |
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Practice: |
The remuneration committee satisfies itself as to the accuracy of recorded performance measures that govern vesting of incentives. |
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Practice: |
The remuneration committee ensures that all benefits, including retirement benefits and other financial arrangements are justified and correctly valued. |
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Practice: |
Non-executive fees comprise a base fee and attendance fee per meeting. |
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Non-executive directors receive a set monthly fee. |
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Practice: |
Non-executive fees are approved by shareholders in advance by special resolution. |
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Practice: |
The company has established share-based and/or long-term incentive schemes. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy which will include a long term incentive scheme is in the process of being put in place. |
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Practice: |
The remuneration report includes details of retention benefits paid. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
The remuneration report includes details of limits for participation in incentive schemes. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
Performance measures for vesting of share options and the reasons for choosing them are disclosed in the remuneration report. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
The remuneration report includes details of main performance parameters. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
The remuneration committee selects an appropriate comparative group when comparing remuneration levels. |
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Practice: |
The remuneration committee ensures that remuneration levels reflect the contribution of senior executives and executive directors. |
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Practice: |
The remuneration committee regularly reviews incentive schemes to ensure continued contribution to shareholder value. |
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Practice: |
The remuneration committee considers the appropriateness of early vesting of share-based schemes at the end of employment. |
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The executive directors are remunerated through Tower Asset Managers |
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Practice: |
The remuneration committee advises on the remuneration of non-executive directors. |
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Principle 2.26: The company has disclosed the remuneration of each individual director and prescribed officer. |
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Practice: |
The remuneration report is included in the integrated report. |
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Practice: |
The remuneration report includes details of all benefits paid and awarded to directors. |
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Practice: |
The remuneration report includes an overview of the policy on base pay. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
The remuneration report includes details re the use of comparative benchmarks. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
The remuneration report includes justification of salaries paid above median. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
The remuneration report includes details of material payments that are ex-gratia in nature. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
The remuneration report includes the term of executive service contracts as well as the notice period for termination. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
The nature and period of restraint provided for in executive service contracts are disclosed in the remuneration report. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
The maximum and the expected potential dilution as a result of incentive awards are disclosed in the remuneration report. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Practice: |
Details of the non-executive directors' fees, including those fees payable for serving on a board committee are disclosed in the remuneration report. |
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The remuneration policy for non-executive directors complies with the above-mentioned policy. Executive directors were remunerated by the asset manager, Tower Asset Managers Proprietary Limited. One 30 June 2016 the asset manager was internalised and a new remuneration policy is in the process of being put in place. |
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Principle 3.1: The Board has ensured that the company has an effective and independent audit committee |
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Practice: |
The audit committee's terms of reference are approved by the board. |
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Practice: |
The audit committee meets at least twice a year. |
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Practice: |
The audit committee meets with the external and internal auditors without management being present at least once a year. |
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Practice: |
There is an audit committee |
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Practice: |
The nominations committee presents shareholders with suitable candidates for election as audit committee members. |
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Principle 3.2: Audit committee members are suitably skilled and experienced independent non-executive directors |
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Practice: |
The role of the audit committee is summarised in the integrated report. |
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Practice: |
It is disclosed whether the audit committee has adopted formal terms of reference. |
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Practice: |
It is disclosed in the integrated report whether the audit committee has satisfied its responsibilities for the year in compliance with the formal terms of reference. |
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Practice: |
The names and qualifications of all members of the audit committee during the period under review, and the period for which they served on the committee are disclosed in the integrated report. |
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Practice: |
The integrated report includes information regarding any other roles assigned to the audit committee by the board. |
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Practice: |
The audit committee includes in the integrated report both the following: - a statement on whether or not it considered and recommended the internal audit charter for approval by the board; and - a description of its working relationship with the Chief Audit Executive. |
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Practice: |
The shareholders elect the audit committee members at the AGM. |
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Practice: |
The audit committee consists of at least three members. |
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Practice: |
All members of the audit committee are independent non-executive directors. |
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Practice: |
Audit committee members collectively have knowledge and experience on financial risks, financial and sustainability reporting, and internal controls. |
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Practice: |
Audit committee members collectively have knowledge and experience on corporate law. |
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Practice: |
Audit committee members collectively have a thorough understanding of the complexities of International Financial Reporting Standards, South African Statements of Generally Accepted Accounting Practice, Global Reporting Initiative standards or any other financial reporting framework and set of standards applicable. |
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Practice: |
The board fills vacancies on the audit committee that arise until the next AGM when the formal election is done by shareholders . |
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Practice: |
The nominations committee evaluates whether audit committee members collectively have basic level of qualification and experience. |
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Principle 3.4: The audit committee oversees integrated reporting |
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Practice: |
The audit committee recommends the integrated report for approval by the board. |
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Practice: |
The audit committee arbiters between the management and the external auditors when there is a disagreement on auditing and accounting matters. |
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Practice: |
The audit committee has regard to all factors and risks that may impact on integrity of the integrated report; e.g.. judgements, changes in accounting policies, significant or unusual transactions, factors that may predispose management to present misleading information, any evidence that brings into question any previously published financial information, etc. |
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Practice: |
The audit committee reviews a documented assessment by the management of the going concern premise of the company. |
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Practice: |
The audit committee considers the need to issue interim results. |
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Practice: |
The audit committee reviews the content of summarised information. |
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Practice: |
The audit committee engages the external auditors to provide assurance on the summarised financial information. |
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Practice: |
The audit committee recommends to the board the whether to engage an external assurance provider on material sustainability issues. |
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Practice: |
The audit committee evaluates the independence and quality of the external assurance providers on sustainability. |
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Practice: |
The audit committee reviews the disclosure of sustainability issues in the integrated report to ensure that it is reliable and does not conflict with the financial information. |
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Principle 3.7: The audit committee should be responsible for overseeing internal audit |
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Practice: |
The audit committee is responsible for the appointment, performance assessment and/or dismissal of the CAE or outsourced internal audit service provider. |
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Practice: |
The internal audit plan is approved by the audit committee. |
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The audit committee can institute and internal audit function. |
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Practice: |
The audit committee ensures that the company's internal audit function is independent and has the necessary resources, standing and authority within the company to enable it to discharge its functions. |
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The audit committee can institute and internal audit function. |
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Practice: |
The audit committee oversees cooperation between external and internal audit to avoid overlapping of audit scope. |
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The audit committee can institute and internal audit function. |
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Practice: |
The audit committee ensures that the internal audit function is subjected to an independent quality review as and when it determines it appropriate. |
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The audit committee can institute an internal audit function. |
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Principle 3.8: The audit committee is an integral component of the risk management process. |
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Practice: |
The terms of reference of the audit committee set out its responsibilities regarding risk management. |
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Practice: |
The audit committee specifically has oversight of financial reporting risks, internal financial controls, fraud risks as these relate to financial reporting and IT risks as these relate to internal reporting. |
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Practice: |
There is a risk committee consisting of board members. |
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Practice: |
The risk committee has oversight of the company's risk management function. |
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Practice: |
There is a statement from the board in the integrated report on the effectiveness of internal financial controls based on a formal documented review thereof. |
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The audit committee has the ability to institute an internal audit function, but does not feel it necessary as the Fund's operations are limited in terms of processes and and the majority of the property management functions are outsourced to external property managers who are subjected to annual external audits. |
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Principle 3.9: The audit committee is responsible for the recommending the appointment of the external auditor and overseeing the external audit process. |
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Practice: |
The audit committee recommends to shareholders the appointment, reappointment and removal of external auditors. |
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Practice: |
The audit committee approves the external auditors' terms of engagement and remuneration. |
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Practice: |
The audit committee monitors and reports on the external auditor's independence. |
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Practice: |
The audit committee defines a policy for non-audit services provided by the external auditor. |
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Practice: |
The audit committee reviews any accounting and auditing concerns identified as a result of the internal or external audit. |
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Practice: |
The audit committee is informed of any Reportable Irregularities identified and reported by the external auditor. |
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Practice: |
The audit committee reviews the quality and effectiveness of the external audit process. |
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Principle 3.10: The audit committee has reported to the board and the shareholders as to how it has discharged its duties. |
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Practice: |
There is a description in the integrated report of how the audit committee carried out its functions in the period under review. |
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Practice: |
A statement on whether the audit committee is satisfied that the auditor is independent of the company is included in the integrated report. |
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Practice: |
The integrated report includes commentary in any way the committee considers appropriate on the financial statements, the accounting practices and the internal financial control of the company. |
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Practice: |
The audit committee reports internally to the board on its statutory duties and duties assigned to it by the board. |
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Practice: |
The audit committee reports to the shareholders on it's statutory duties. |
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Principle 4.1: The Board is responsible for the governance of risk. |
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Practice: |
A policy and plan for a system and process of risk management have been developed. |
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Practice: |
The board's responsibility for risk governance is expressed in the board charter and risk policy and plan. |
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Practice: |
The risk policy includes: the company's definitions of risk terms and risk management; risk management objectives; the risk approach and philosophy; and the various responsibilities and ownership for risk management within the company. |
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Practice: |
The risk plan includes: the company's risk management structure; the risk management framework - i.e. the approach followed for instance COSO, ISO, IRMSA ERM Code of Practice, IRM (UK), etc; the standards and methodology adopted - this refers to the measureable milestones such tolerances, intervals, frequencies, frequency rates, etc; risk management guidelines; reference to integration through for instance training and awareness programmes; and details of the assurance and review of the risk management process. |
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Practice: |
The integrated report discloses how the board has satisfied itself that risk assessments, responses and interventions are effective. |
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Principle 4.2: The Board has determined the levels of risk tolerance |
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Practice: |
The board sets the levels of risk tolerance every year. |
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Practice: |
The board monitors that risks taken are within the tolerance and appetite levels. |
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Practice: |
It is disclosed where the limits of risk appetite exceed, or deviated materially from, the limits of the company's risk tolerance (the company's ability to tolerate). |
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The company's risk appetite did not exceed its risk tolerance levels. |
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Principle 4.3: The risk committee and/or audit committee has assisted the Board in carrying out its risk responsibilities. |
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Practice: |
The risk committee considers the risk policy and plan. |
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Practice: |
The risk committee monitors the whole risk management process. |
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Practice: |
The risk committee reviews the risk management progress and maturity of the company, the effectiveness of risk management activities, the key risks facing the company, and the responses to address these key risks. |
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Practice: |
Membership of the risk committee includes executive and non-executive directors; members of senior management and independent risk management experts to be invited, if necessary. |
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Practice: |
The risk committee has a minimum of three members. |
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Practice: |
The risk committee members collectively have adequate and appropriate knowledge, skills and experience on risk. |
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Principle 4.5: The Board has ensured that risk assessments are performed on a continual basis. |
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Practice: |
The board ensures that effective and ongoing risk assessments are performed. |
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Practice: |
A systematic, documented, formal risk assessment is conducted at least once a year. |
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Practice: |
Risks are prioritised and ranked to focus responses and interventions. |
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Practice: |
A top-down approach is adopted in risk assessments without being limited to strategic and high-end risks only. |
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Practice: |
The board regularly receives and reviews a register of the company's key risks. |
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Practice: |
The risk assessment process involves the risks affecting the various income streams of the company, the critical dependencies of the business, the sustainability and the legitimate interests and expectations of stakeholders. |
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Practice: |
The board ensures that key risks are quantified where practicable. |
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Principle 5.1: The Board is responsible of information technology (IT) governance. |
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Practice: |
The board assumes the responsibility for the governance of IT and place it on the board agenda. |
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IT infrastructure is discussed through the board sub committee, the Audit and Risk Committee. The Group's property manager (Spire property Management Proprietary Limited) provides the IT platform for the Group which is managed by Tower Asset Managers Proprietary Limited. |
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Practice: |
There is an IT governance framework that supports effective and efficient management of IT resources to facilitate the achievement of the company's strategic objectives. |
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Practice: |
The IT governance framework includes relevant structures, processes and mechanisms to enable IT to deliver value to the business and mitigate IT risk. |
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Practice: |
The board ensures that an IT charter and policies are established and implemented. |
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Practice: |
The board receives independent assurance on the effectiveness of the IT internal controls. |
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Principle 5.5: IT is an integral part of the company’s risk management plan. |
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Practice: |
IT risks form an integral part of the company's risk management activities. |
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Practice: |
Management regularly demonstrates to the board that the company has adequate business resilience arrangements in place for disaster recovery. |
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Practice: |
The board ensures that the company complies with IT laws and that IT related rules, codes and standards are considered. |
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Principle 5.6: The Board ensured that information assets are managed effectively. |
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Practice: |
The board ensures all personal information is treated by the company as an important business asset and is identified. |
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Practice: |
The board ensures that an Information Security Management System is developed, implemented and recorded that ensures security (confidentiality, integrity and availability of information). |
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Principle 6.1: The Board ensures that the company complies with applicable laws and considers adherence to non binding rules, codes and standards. |
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Practice: |
The extent of adherence to applicable non-binding rules, codes and standards is disclosed in the integrated report. |
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Practice: |
Details of how board discharged its responsibility to establish an effective compliance framework and processes are disclosed in the integrated report. |
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Practice: |
The company has a system in place to ensure compliance with all applicable laws. |
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Practice: |
Compliance with applicable laws is understood not only in terms of the obligations that they create, but also for the rights and protection that they afford. |
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Practice: |
The board oversees that the compliance policy and system provide for examination of the context of law, and how other applicable laws interact with it. |
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Practice: |
The board continually monitors the company's compliance with applicable laws, rules, codes and standards. |
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Principle 6.4: The Board should delegate to management the implementation of an effective compliance framework and processes. |
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Practice: |
There is disclosure of material (or immaterial, but often repeated) regulatory penalties, sanctions or fines for contraventions or noncompliance with statutory obligations that were imposed on the company or any of its directors or officers; or a statement that no such events took place. |
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Practice: |
The compliance function has adequate resources to fulfil its duties. |
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Practice: |
Management has established the appropriate structures; educates, trains and communicates; and measures compliance. |
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Practice: |
The CEO has appointed an individual responsible for the management of compliance; e.g.. a Chief Compliance Officer. |
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Practice: |
The individual responsible for compliance is a suitably skilled and experienced person who has access to and interacts regularly on strategic compliance matters with the board and/or appropriate board committee and executive management. |
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Practice: |
The board ensures that a legal compliance policy, approved by the board, has been implemented by management. |
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Practice: |
The board receives assurance on the effectiveness of the controls around compliance with laws, rules, codes and standards. |
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Practice: |
Compliance with laws, rules, codes and standards is incorporated in the code of conduct of the company. |
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Principle 7.1: The Board should ensure that there is an effective risk based internal audit. |
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Practice: |
Where there is no formal internal audit function, full reasons for it are disclosed in the company's integrated report, with an explanation as to how adequate assurance of an effective governance, risk management and internal control environment have been maintained. |
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Practice: |
The company has established an internal audit function. |
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The audit committee has the ability to institute an internal audit function, but does not feel it necessary as the Fund's operations are limited in terms of processes and the majority of the property management functions are outsourced to external property managers who are subjected to annual external audits. |
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Practice: |
The internal audit function evaluates the company's governance processes. |
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The CFO and audit committee evaluate the company's governance processes. |
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Practice: |
The internal audit function performs an objective assessment of the effectiveness of risk management and the internal control framework. |
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The CFO and audit committee perform an objective assessment of the effectiveness of the risk management and the internal control framework. |
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Practice: |
The internal audit function systematically analyses and evaluates business processes and associated controls. |
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The CFO and audit committee systematically analyses and evaluates business processes and associated controls. |
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Practice: |
The internal audit function adheres to the IIA Standards and code of ethics. |
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No internal audit function. |
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Practice: |
The internal audit function provides a source of information as appropriate, regarding instances of fraud, corruption, unethical behaviour and irregularities. |
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The CFO and audit committee appropriately provide information on instances of fraud, corruption, unethical behaviour and irregularities. |
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Principle 7.5: Internal audit should be strategically positioned to achieve its objectives. |
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Practice: |
The internal audit function is independent and objective. |
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The audit committee has the ability to institute an internal audit function, but does not feel it necessary as the Fund's operations are limited in terms of processes and the majority of the property management functions are outsourced to external property managers who are subjected to annual external audits. |
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Practice: |
The internal audit function reports functionally to the audit committee. |
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The audit committee has the ability to institute an internal audit function, but does not feel it necessary as the Fund's operations are limited in terms of processes and the majority of the property management functions are outsourced to external property managers who are subjected to annual external audits. |
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Practice: |
The CAE has a standing invitation to attend executive committee meetings. |
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The audit committee has the ability to institute an internal audit function, but does not feel it necessary as the Fund's operations are limited in terms of processes and the majority of the property management functions are outsourced to external property managers who are subjected to annual external audits. The external auditors attend all audit committee meetings. |
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Practice: |
The internal audit function is a skilled and resourced as is appropriate for the complexity and volume of risk and assurance needs. |
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The audit committee has the ability to institute an internal audit function, but does not feel it necessary as the Fund's operations are limited in terms of processes and the majority of the property management functions are outsourced to external property managers who are subjected to annual external audits. |
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Practice: |
The CAE develops and maintains a quality assurance and improvement programme. |
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The audit committee has the ability to institute an internal audit function, but does not feel it necessary as the Fund's operations are limited in terms of processes and the majority of the property management functions are outsourced to external property managers who are subjected to annual external audits. |
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Principle 8.1: The Board should appreciate that stakeholders’ perceptions affect a company’s reputation. |
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Practice: |
The gap between stakeholder perceptions and the performance of the company is managed and measured to enhance or protect the company's reputation. |
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Practice: |
The company's reputation and its linkage with stakeholder relationships is a regular board agenda item. |
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Practice: |
Stakeholders which could materially affect the operations of the company are identified, assessed and dealt with as part of the risk management process. |
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Practice: |
The process for identification and taking account of the legitimate interests and expectations of stakeholders is reviewed at least once a year. |
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Principle 9.2: Sustainability reporting and disclosure should be integrated with the company’s financial reporting. |
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Practice: |
The integrated report discloses the nature of the company's dealings with stakeholders and the outcomes of these dealings. |
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Practice: |
The board includes commentary on the company's financial results in the integrated report. |
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Practice: |
The board discloses if the company is a going concern. |
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Practice: |
The board ensures that the positive and negative impacts of the company's operations and the plans to improve the positives and eradicate or ameliorate the negatives in the financial year ahead are conveyed in the integrated report. |
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Overall Score |
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Disclaimer
The assessment criteria of the web-based tool, the governance assessment instrument (GAI) have been based on the practice recommendations of the King III report. These criteria are intended to assess quantitative aspects of corporate governance only and not qualitative governance. As such, the results are proposed to serve as an indication of the structures, systems and processes in place and are not intended to include an indication of the governance culture of an entity.
The responsibility for the input of data in order to attain a result through the use of this is that of the user and the entity in respect of which the user licence has been granted (licensee). The results based on the use of the GAI may be based on the subjective opinion of the licensee or the representative user(s) and may not be true reflection of the actual state of the governance structures, systems and processes at the entity.
The The Global Platform for Intellectual Property (Pty) Ltd ("TGPIP") makes no warranty or representation as to the accuracy or completeness of either the assessment criteria or the results. Neither TGPIP nor any of its affiliates nor the software developer shall be held responsible for any direct, indirect, special, consequential or other damage of any kind suffered or incurred, as a result of reliance on the results produced through the use of the GAI.
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