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Growthpoint Properties Limited - 1987/004988/06 |
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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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Board Charter, which is reviewed annually. |
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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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AAA accreditation on self-assessment by applying the Institute of Directors' governance assessment tool. |
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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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The Board has identified Growthpoint's stakeholders and their respective expectations in interacting with the company (published in the Integrated Annual Report). |
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Practice: |
All deliberations, decisions and actions of board are based on fairness, accountability, responsibility, transparency. |
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The Board has incorporated and committed to a Code of Ethics to ensure that the Board, company and agents conduct business in accordance with the highest ethical standards. The Code of Ethics has been included in Growthpoint's Board charter. |
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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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The Board has incorporated and committed to a Code of Ethics to ensure that the Board, company and agents conduct business in accordance with the highest ethical standards. |
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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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Growthpoint's Social, Ethics and Transformation Committee invested R19.2 million in Entrepreneurship, Education, Subsidies, Infrastructure and ad hoc CSI initiatives. |
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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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The top 10 risks are collectively identified by EXCO and assessed in terms of their probability, as well as their potential impact on Growthpoint as a whole. Each risk has been mapped to the related strategic objective on which it could impact. |
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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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Growthpoint's Social, Ethics and Transformation Committee invested R19.2 million in Entrepreneurship, Education, Subsidies, Infrastructure and ad hoc CSI initiatives. |
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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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Growthpoint's Social, Ethics and Transformation Committee invested R19.2 million in Entrepreneurship, Education, Subsidies, Infrastructure and ad hoc CSI initiatives. |
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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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Risks specific to Growthpoint's business are addressed at EXCO meetings (monthly) and Risk Management Committee meetings (quarterly). |
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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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The Board has identified Growthpoint's stakeholders, and their respective expectations in interacting with the company. |
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Practice: |
The board ensures that measurable corporate citizenship programmes and policies are developed and implemented. |
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Growthpoint's Social, Ethics and Transformation Committee invested R19.2 million in Entrepreneurship, Education, Subsidies, Infrastructure and ad hoc CSI initiatives. |
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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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The Board is assisted by the Risk Management Committee, which meets quarterly. Growthpoint's Enterprise Risk Management framework includes strategic risks, operations risks, reporting risks and compliance risks. |
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Practice: |
The board ensures that the company's ethics performance is assessed, monitored, reported and disclosed. |
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Growthpoint's Code of Ethics seeks to ensure compliance with relevant legislation and regulations. |
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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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Policies have been implemented to promote and safeguard the ethical behaviour of management and employees. These policies include Growthpoint's mission and value statement, employee integrity, guidelines regarding gifts, entertainment and inducements, whi |
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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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The Board ensures the company ethics are managed effectively, under the auspices of the Social, Ethics and Transformation Committee which has Terms of Reference which incorporates the functions prescribed by the Companies Act. |
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Principle 2.1: The board acts as the focal point for and custodian of corporate governance |
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Practice: |
The board has a well drafted charter. |
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The Board is guided in all matters by the Board Charter, which is reviewed annually, and includes the Board's responsibility to ensure that governance is effectively administered. |
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Practice: |
The board meets at least four times a year. |
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The Board meets a minimum of four times annually. Additionally, an annual meeting is scheduled for the review of strategic issues. Formal minutes of all meetings are kept as a permanent record. |
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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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The EXCO and Board schedule separate meetings to review the group strategy annually. Formal minutes of all meetings are kept as a permanent record. |
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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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As a property investment company, Growthpoint is a long-term business. Growthpoint has been included in the FTSE/JSE Responsible Investment Index for seven consecutive years. Qualification for the index is based on environmental, economic and soc |
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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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Growthpoint's top ten risks are identified annually by EXCO and mapped to the related strategic objective on which it could have an impact to ensure sustainability. |
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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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Growthpoint's top ten risks are identified annually by executive management and mapped to the related strategic objective on which it could have an impact to ensure sustainability. |
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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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Growthpoint's aim is to deliver growth in distributions on a sustainable basis and provide capital appreciation over the long-term. This is achieved growing the investment portfolio through acquisition or the development of quality, well-located properties. |
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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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The Board Charter makes provision for directors to take independent professional advice. |
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Practice: |
Real or perceived conflicts of interest are disclosed to the board and managed appropriately. |
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Disclosure of directors' material financial interests and potential conflicts are noted at Board level at least once annually. |
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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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In terms of both Group policy, and JSE Listings Requirements, the directors of Growthpoint Properties Limited, it subsidiaries and the company Secretary are required to obtain prior written approval from the CEO and/or Chairman prior to trading (directly |
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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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Clause 5 of Growthpoint's Board Charter stipulates that the Board shall have unrestricted access to all company information, records, documents and property. Trading by directors and directors of major subsidiaries of Growthpoint during closed periods is |
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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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The role of the Chairman and CEO are distinct. The Chairman, Mr JF Marais, is an independent non-executive director. His responsibilities are outlined in, but not limited to, the Chairman's Charter. Growthpoint's CEO is Mr N Sasse. |
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Practice: |
The chairperson is not a former CEO. |
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The Chairman's Charter is explicit in that it only makes provision for an independent non-executive director, as defined by the King Code and the Listings Requirements of the Johannesburg Stock Exchange, to be appointed as Chairman of the Board. |
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Practice: |
The chairperson is elected by board members every year. |
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The eligibility and appointment of the Chairman of the Board is governed by the Chairman's Charter and Growthpoint's Memorandum of Incorporation. Election of the Chairman of the Board takes place at the second meeting 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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The Chairman's duties and responsibilities are clearly defined in the Chairman's Charter. These duties may change to meet business requirements. The Chairman and is assessed as part of the Board's annual self-assessment. |
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Practice: |
A formal role description exists for the chairperson. |
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The Chairman's duties and responsibilities are set out in the Chairman's Charter. |
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Practice: |
There is succession planning in place for the chairperson. |
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Mr HSP Mashaba is the Deputy Chairman of the Board. |
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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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Mr FJ Marais' status as independent Non-executive Director is disclosed in the Integrated Annual Report. |
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Practice: |
The chairperson of the board is not the chairperson of the remuneration committee. |
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The Chairman's Charter governs eligibility to serve as a director on Growthpoint's Board committees. Mr HS Herman is Chairman 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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The Board, assisted by the Remuneration Committee, is responsible for succession planning in respect of executive management, including the CEO. Succession planning is also included in the risks monitored by the Risk Management Committee. |
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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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The Board, assisted by the Remuneration Committee, is responsible for succession planning for EXCO, including the CEO. Succession planning also forms part of the risks monitored by the Risk Management Committee. |
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Practice: |
The board has input in other senior executive appointments. |
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The Board, assisted by the Remuneration Committee, is responsible for succession planning for executive management, including the CEO. Succession planning is also included in the risks monitored by the Risk Management Committee. |
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Practice: |
The board defines its own level of materiality and approves a delegation of authority framework. |
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Growthpoint's Board has delegated authority by way of Board Committees i.e. Audit Committee, Risk Management Committee, Property Committee, Remuneration Committee and the Social, Ethics and Transformation Committee. |
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Practice: |
The role and function of the CEO is formalised. |
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The service contract concluded with the CEO clearly sets out Key Performance Areas (KPAs) and Key Performance Indicators (KPIs). |
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Practice: |
The CEO is not a member of the remuneration committee. |
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Growthpoint's Remuneration Committee comprises HS Herman (Chairman), JF Marais and FJ Visser. LN Sasse, the CEO of Growthpoint Properties Limited, attends the Remuneration Committee meetings by invitation. |
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Practice: |
The CEO is not a member of the audit committee. |
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Growthpoint's Audit Committee comprises LA Finlay (Chairman), PH Fechter, JC Hayward and CG Steyn. The composition of the Audit Committee is governed by the JSE Listings Requirements, which espouses King III principles governing the structure of the Audit Committee. |
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Practice: |
The CEO is not a member of the nomination committee. |
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Growthpoint's Nomination Committee is comprised of JF Marais (Chairman), MG Diliza, PH Fechter, LA Finlay, JC Hayward and HS Herman. |
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Practice: |
There is a formal succession plan in place for the CEO and other senior executives. |
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The Board, assisted by the Remuneration Committee, is responsible for succession planning for executive management, including the CEO. Succession planning is also included in the risks monitored by the Risk Management Committee. |
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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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KPAs and KPIs provide performance benchmarks that are used to evaluate the performance of the CEO. The CEO's remuneration is linked to performance, details of which are contained in the 2016 Remuneration Report (Integrated Annual Report). |
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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 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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The classification of Directors as independent is assessed annually for disclosure in the Integrated Annual Report and Annual Financial Statements. |
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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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The Chairman conducts an annual review of the independence of non-executive directors, including those whose service exceeds 9 years. Mr JF Marais (Chairman), whose tenure exceeds 9 years is regarded as 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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The Board makes recommendations at AGMs on election or re-election of Non-executive Directors. |
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Practice: |
The board comprises a majority of non-executive directors. |
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Growthpoint's Board of Directors is comprised of 10 Non-executive Directors and 3 Executive Directors. |
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Practice: |
A majority of non-executive directors are independent. |
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10 out of Growthpoint's 10 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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N Sasse (CEO), E de Klerk (Managing Director) and Gerald Völkel (Financial Director) serve on Growthpoint's Board of Directors in the capacity of Executive Directors. |
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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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The Board maintains the balance of power by conducting an annual review of the Board size, taking into consideration the number of non-executive directors, diversity, demographics and gender diversity. |
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Practice: |
The board has considered whether its size, diversity and demographics make it effective. |
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The Board maintains the balance of power by conducting an annual review of the Board size, taking into consideration the number of non-executive directors, diversity, demographics and gender diversity. |
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Practice: |
At least one third of non-executive directors rotates every year. |
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One third, or nearest that number, of the Non-executive Directors retires by rotation annually. Notice of the directors available for re-election is circulated to shareholders together with the notice for Growthpoint's AGM. |
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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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One-third, or nearest that number, of the Non-executive Directors retires by rotation annually. Notice of the directors available for re-election is circulated to shareholders together with the notice of Growthpoint's AGM. |
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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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The Board, in consultation with the Nomination Committee, makes recommendations to shareholders regarding the re-election of retiring non-executive directors at Growthpoint's AGM. |
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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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The Board, via the Nomination Committee, recommends eligibility for the re-election of retiring Non-executive Directors, taking into considering past performance, contribution and the objectivity of business judgement calls. |
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Principle 2.19: Directors are appointed through a formal process |
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Practice: |
Details of directors' appointment procedure and composition of board are provided in the integrated report. |
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The Board, in consultation with the Nomination Committee, makes recommendations to shareholders regarding the re-election of retiring Non-executive Directors at Growthpoint's AGM. |
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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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Brief CVs for individual directors eligible for election/re-election are published in Growthpoint's Annual Financial Statements and AGM Notice. |
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Practice: |
Reasons for the removal, resignation or retirement of directors are provided. |
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Reasons for the removal, resignation or retirement of directors are disclosed in the Directors' Report (Annual Financial Statements). |
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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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The Board, in consultation with the Nomination Committee, makes recommendations to shareholders regarding the re-election of retiring Non-executive Directors at Growthpoint's AGM. |
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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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The Board of Directors and Nomination Committee have been tasked with the responsibility of screening candidates prior to their being appointed to the Board. |
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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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The Board Charter includes a Code of Ethics which governs the manner in which directors conduct business. The remuneration for holding office as a director is determined by the Remuneration Committee, who take into consideration comparator group market data. |
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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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The number of meetings held by the Board and Board Committees, together with the attendance of individual directors and/or committee members is disclosed in the Integrated Annual Review. |
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Practice: |
The nominations committee identifies and participates in selecting board members. |
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The Board appoints directors on recommendation of the Nomination Committee. This process is governed by the Nomination Committee's Terms of Reference and Growthpoint's Memorandum of Incorporation. |
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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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The Board and the Nomination Committee screen candidates prior to their appointment to the Board. |
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Principle 2.20: The induction of and ongoing training, as well as the development of directors are conducted through a formal process |
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Practice: |
The board ensures that inexperienced directors are developed through mentorship programmes. |
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New and inexperienced directors are assessed individually with a view to establishing the level of instruction required. Directors filling a vacancy on the Board are selected based on specific skills and expertise. |
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Practice: |
The board ensures that continuing professional development programmes are implemented.... |
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The Company Secretary ensures that the Board is kept informed of legislative changes and changes to JSE's listing requirements. |
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Practice: |
The board ensures that directors receive regular briefings on changes in risks, laws and the business environment. |
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The Board, via the appointment and evaluation of the Company Secretary, ensures that they are kept informed of changes in legislation and to the JSE listing requirements. |
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Practice: |
The board ensures that a formal induction programme is established for new directors. |
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New directors are assesses individually to establishing the level of induction required. |
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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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The Company Secretary's performance is evaluated annually by the Board. |
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Practice: |
The company secretary is appointed and removed by board. |
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The appointment of the Company Secretary is governed by the Companies Act No. 71 of 2008. |
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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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The appointment of the Company Secretary is governed by the Companies Act No. 71 of 2008 i.e. is the responsibility of the directors. |
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Practice: |
The role and function of the company secretary is formalised. |
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The Company Secretary's function is assessed annually by the Chairman of the Board to ensure that his performance is in line with statutory requirements, the Companies Act No. 71 of 2008 and JSE listings requirements. |
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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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The Board, together with the Nomination Committee, establishes procedures for appointments to the Board. |
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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 Board and committee self-evaluations are available upon request. KPIs and the linking thereof to rewards is covered in the 2016 Remuneration Report (Integrated Annual 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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The Board's performance is assessed as a whole (annually). |
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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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The Board Charter incorporates an annual self-assessment or self-evaluation based on several factors i.e. expertise, attitude, objectivity, independence, judgement, understanding and commitment to the Board's duties and responsibilities. |
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Practice: |
The results of performance evaluation are used to identify training needs for directors. |
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Executive Directors are subjected to annual performance evaluation. Weaknesses in the functioning of executive management are, thereafter, accordingly addressed with the professional involvement of consultants. |
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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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The Directors are assessed regardless of whether they are nominated for reappointment to the Board. The Board is annually self-assessed (includes Executive Directors) and the CEO's performance evaluation is conducted by the Chairman of the Board. |
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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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The composition and role of each Board committee is disclosed in the Integrated Annual Report and Annual Financial Statements. |
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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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The names of attendees and committee members in attendance are disclosed in the Annual Financial Statements. |
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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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The Audit Committee's Terms of Reference outlines its constitution and overall purpose, authority, composition, meeting procedures and attendance, roles and responsibilities. |
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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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In terms of Section 2.3 of the Audit Committee's Terms of Reference, the committee is entitled to obtain outside legal or other professional advise, and to secure the attendance at meetings of outside parties with the relevant experience and expertise. |
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Practice: |
The risk committee's terms of reference are approved by the board. |
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The Terms of Reference for the Nomination Committee are set and periodically reviewed by the Board. |
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Practice: |
The risk committee is chaired by a non-executive director. |
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The Chairman of the Risk Management Committee is JC Hayward (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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The Risk Management Committee sets and monitors the Group's risk management policy and plan in tandem with the strategic plan. Assesses and tracks risk tolerance levels, as well as reviewing those levels from time to time. The Risk Management Committee is comprised of Non-execitove Directors only. |
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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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In terms of Section 2.3 of the Terms of Reference of the Risk Management Committee, the committee members are entitled to obtain external legal/professional advice, and to secure the attendance at meetings of external parties with the relevant experience. |
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Practice: |
There is a board remuneration committee. |
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The Remuneration Committee comprises HS Herman (Committee Chairman), JF Marais, and FJ Visser. |
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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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The Remuneration Committee's Terms of Reference outlines its constitution and overall purpose, authority, composition, meeting procedures and guidelines for components of remuneration. |
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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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In terms of section 2.3 of the Terms of Reference, the Remuneration Committee is authorised to engage external legal or other professional advice, and to secure the attendance of external parties with the relevant experience. |
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Practice: |
All members of the remuneration committee are non-executive directors. |
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Growthpoint's Remuneration Committee comprises HS Herman (Chairman), JF Marais and FJ Visser. LN Sasse, the CEO of Growthpoint Properties Limited, attends the Remuneration Committee meetings by invitation. The composition of the Remuneration Committee is Non-executive Directors only. |
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Practice: |
The remuneration committee is chaired by an independent director. |
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The Remuneration Committee is chaired by HS Herman (Non-executive Director). |
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Practice: |
The nominations committee's terms of reference are approved by the board. |
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The Terms of Reference for the Nomination Committee are set and periodically reviewed 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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The Nomination Committee's Terms of Reference outlines its constitution and overall purpose, authority, composition, meeting procedures and attendance and matters to be considered at meetings. Matters are referred to the Committee by the Board. |
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Practice: |
The majority of members of the nominations committee are independent. |
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The independence of the members of the Nomination Committee is disclosed in the Annual Financial Statements and the Annual Integrated Report. |
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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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In terms of section 2.3 of the Terms of Reference for the Nomination Committee, the members are permitted to obtain external legal advice and secure the attendance of parties with the relevant experience/expertise at meetings. |
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Practice: |
There is a nomination committee. |
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The Nomination Committee is comprised of JF Marais (Chairman) . MG Diliza, PH Fechter, LA Finlay, JC Hayward and HS Herman. |
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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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Growthpoint's philosophy and commitment to sound corporate governance is incorporated in the Board Charter and is adopted by subsidiaries. |
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Practice: |
There is a governance framework between the group and its subsidiary boards. |
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Growthpoint's governance framework is incorporated in the Board Charter, and applied to all local subsidiaries. Periodic checks are carried out to ensure that the governance framework for Growthpoint Properties Australia and V & A Waterfront Holdings (Pty) Ltd are in situ. |
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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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There is no differentiation in the treatment of shareholders. |
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Practice: |
Insider Trading is dealt with in terms of relevant stock exchange rules. |
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Insider trading is dealt with in terms of the JSE Regulations. |
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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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Where subsidiaries are wholly-owned, they take direction from Growthpoint Properties Limited. |
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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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The Boards of subsidiaries operate independently. |
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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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This is not applicable to wholly-owned subsidiaries. However, there is cpnsultation with the V & A Waterfront and Growthpoint Properties Australia. |
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Principle 2.25: The company remunerates its directors and executives fairly. |
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Practice: |
The remuneration report includes details of retention benefits paid. |
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Retention benefits are disclosed in the Annual Financial Statements (Directors' Report) |
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Practice: |
The remuneration report includes details of limits for participation in incentive schemes. |
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The Scheme Deed includes details of limits for participation in the incentive schemes. |
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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 elements of the short-term incentive scheme and long-term incentive scheme have been formulated so as not to overlap. Details of both schemes are disclosed in the 2016 Remuneration Report in the Integrated Annual Report. |
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Practice: |
The remuneration report includes details of main performance parameters. |
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The Integrated Annual Report includes the 2016 Remuneration Report, which discloses detail of Growthpoint's main performance parameters. |
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Practice: |
The remuneration committee's terms of reference are approved by the board. |
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The Remuneration Committee's Terms of Reference are reviewed and approved annually by Growthpoint's Board. |
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Practice: |
The remuneration committee assists the board in setting and administering remuneration. |
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The Remuneration Committee is tasked with assisting the Board in setting the company's remuneration policy and directors' 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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Growthpoint aims to reward executive directors and management with performance-based variable pay that has both a short-term cash component and a deferred remuneration component. |
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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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Section 1 of the Terms of Reference for the Remuneration Committee authorise the Remuneration Committee to consider and approve proposed allocations to eligible participants in the scheme, and carry out the obligations as set out in the Scheme's Trust Deed. |
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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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The Remuneration Committee is responsible for determining specific remuneration packages for executive directors, which includes pensions and other benefits. The benefits and other financial arrangements for employees are reviewed by Growthpoint's Executive Committee. |
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Practice: |
The remuneration committee selects an appropriate comparative group when comparing remuneration levels. |
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Growthpoint benchmarks remuneration levels against peer group companies in the property sector. |
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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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Growthpoint rewards executive directors and management with performance-based variable pay that has both a short-term cash component and a deferred remuneration component. The variable pay will, depending on the role, function and responsibility of the executive. |
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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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Growthpoint's Remuneration philosophy and strategy are disclosed in the Integrated Annual Report. |
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Practice: |
Remuneration policies and practices are aligned with company strategy. |
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The remuneration strategy's objective is to ensure that Growthpoint can offer a total remuneration package for general staff that: - Can attract qualified, skilled staff with experience and/or good potential in the market 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 incentives are based on Key Performance Areas and Key Performance Indicators. KPIs and KPAs for short-term and long-term incentives are disclosed in the 2016 Remuneration Report (Integrated Annual Report). |
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Practice: |
The remuneration committee regularly reviews incentive schemes to ensure continued contribution to shareholder value. |
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The Remuneration Committee collaborates with PwC to ensure that responsible and appropriate remuneration principles are adopted and implemented. The Committee also takes cognisance of Growthpoint's performance and the value creation for shareholders. |
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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 Scheme Deed provides for a full vesting of awards upon retirement or death before the end of a Scheme period. |
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Practice: |
The remuneration committee advises on the remuneration of non-executive directors. |
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In terms of section 1.8 of the Terms of Reference, the Remuneration Committee is tasked with formulating a recommendation to the Board/shareholders in relation to the remuneration of non-executive directors. |
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Practice: |
Multiple performance measures are used to avoid manipulation of results or poor business decisions. |
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Growthpoint's remuneration strategy for executive directors and management is to attract and retain high-calibre individuals and to incentivise them to develop and implement the company's business strategy and optimise long-term share value. |
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Practice: |
Remuneration levels reflect the contribution of senior executives. |
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Growthpoint's remuneration strategy for executive directors and management is to attract and retain high-calibre individuals and to incentivise them to develop and implement the company's business strategy and optimise long-term share value. |
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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 elements of the short-term incentive scheme and long-term incentive scheme have been formulated so as not to overlap. Details of both schemes are disclosed in the 2016 Remuneration Report in the Integrated Annual Report. |
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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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Growthpoint is not obligated to pay on termination arising from an executive's failure. |
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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 Scheme Deed makes no provision for share-based payments or the payment of bonuses on early termination of employment. |
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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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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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Remuneration packages are comprised of Guaranteed Pay, Benefits, Short-term incentives and Long-term incentives (Integrated Annual Report). |
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Practice: |
High leveraging of incentive schemes is avoided. |
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Growthpoint's incentive scheme's are not highly leveraged. |
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Practice: |
Share incentive awards and options are granted regularly and consistently, generally once a year. |
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Awards are granted in respect of Growthpoint's Staff Share Incentive Scheme annually, and vest over a 5-year period. Deferred short-term incentive awards, to executive management, are awarded annually, and vest over 3 years. |
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Practice: |
No awards of share options and incentives are allowed in closed periods. |
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In terms of Growthpoint's policies and the JSE Listings Requirements, directors of both the Group and its major subsidiaries, in addition to the Company Secretary, must obtain prior written clearance from the CEO and/or Chairman if they intend to deal in Growthpoint securities. |
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Practice: |
No backdating of awards of share options and incentives is allowed. |
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The backdating of awards of share options and incentives is not permitted in terms of the scheme deed. |
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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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Awards of share options and incentives are subject to a vesting period of 3, 5 and 8 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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General staff receive between one and four months' salary (short-term incentive scheme). The mix of fixed and variable remuneration for executive directors and management is 25% TGP, 25% STI, 25% Deferred STI and 25% ERS (LTI) |
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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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The Scheme Deed makes provision for change in control, roll-over for capital reconstruction and early termination of employment or dismissal for good cause. |
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Practice: |
Non-executive fees comprise a base fee and attendance fee per meeting. |
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The base fee and attendance fee (per meeting) for non-executive directors is disclosed in the Integrated Annual Report (Remuneration Report) and Annual Financial Statements. |
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Practice: |
Non-executive fees are approved by shareholders in advance by special resolution. |
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Non-executive directors' fees are approved, in advance, by Growthpoint's shareholders at the AGM (evidenced in the AGM Notice). |
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Practice: |
The company has established share-based and/or long-term incentive schemes. |
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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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The Remuneration Report is included in the Integrated Annual Report, in the section headed Key Operational Matters. |
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Practice: |
The remuneration report includes details of all benefits paid and awarded to directors. |
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The Integrated Annual Report (Remuneration Report) and the Annual Financial Statements include details of all benefits 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 fixed element of remuneration is referred to as Guaranteed Cost to Company (GCTC). The policy on GCTC for employees and executive directors is disclosed in the Remuneration Report (Integrated Annual Report) |
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Practice: |
The remuneration report includes details re the use of comparative benchmarks. |
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In terms of Growthpoint's Remuneration Report (Integrated Annual Report) , Growthpoint aims to pay GCTC salaries to general staff that, on average, range between the market median for general skills to the 75th percentile/upper quartile of the market for skilled and specialist staff. |
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Practice: |
The remuneration report includes justification of salaries paid above median. |
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Not applicable at present. |
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Practice: |
The remuneration report includes details of material payments that are ex-gratia in nature. |
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Not applicable at present. |
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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 Report covers key aspects of service contracts. |
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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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Not applicable at present. |
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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 Share Incentive Scheme is not dilutive as a result of incentive awards; shares are acquired versus awarded. |
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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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Details of non-executive directors' fees are disclosed in the Annual Financial Statements (Directors' Report) and the Integrated Annual Report (Remuneration Report). |
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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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The Audit Committees Terms of Reference is reviewed annually by the Board of Directors. |
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Practice: |
The audit committee meets at least twice a year. |
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The Audit Committee meets 5 times a year, with ad hoc meetings as required. |
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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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Section 6 of the Audit Committee's Terms of Reference incorporates a private discussion between the committee members and external and internal auditors, without management being present, as a an agenda item. |
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Practice: |
The nominations committee presents shareholders with suitable candidates for election as audit committee members. |
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The Board nominates members\chairperson of the Audit Committee Committee whereafter, shareholders elect members by way of voting at the AGM. |
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Practice: |
There is an audit committee |
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Growthpoint's Audit Committee comprises LA Finlay (Chairman), PH Fechter and JC Hayward. The composition of the Audit Committee is governed by the JSE Listings Requirements, which espouses the King III principles. |
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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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The Integrated Annual Report sets out the role of the Audit Committee as follows: Is effective and independent, and ensures that its members, including the chairman, are suitably skilled and experienced non-executive directors. |
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Practice: |
It is disclosed whether the audit committee has adopted formal terms of reference. |
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The Integrated Annual Report (Corporate Governance Report) outlines the Audit Committee's responsibilities, as set out in its 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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The Audit Committee makes disclosure in the Integrated Annual Report (Corporate Governance Report) and the Annual Financial Statements (Report of the Audit Committee). |
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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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The names and qualifications of all members of the Audit Committee during the period under review is disclosed in the Integrated Annual Report and Annual Financial Statements. |
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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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A broad outline of the Audit Committee's role is disclosed in the Integrated Annual Report (Corporate Governance Report) and the Annual Financial Statements (Report of the Audit Committee) |
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Practice: |
The shareholders elect the audit committee members at the AGM. |
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The Audit Committee members are elected by the shareholders at the company's AGM (evidenced in the notice for the meeting). |
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Practice: |
The audit committee consists of at least three members. |
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Growthpoint's Audit Committee comprises LA Finlay (Chairman), PH Fechter and JC Hayward. The composition of the Audit Committee is governed by the JSE Listings Requirements, which expouses the King III principles in respect of the structure of |
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Practice: |
All members of the audit committee are independent non-executive directors. |
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Growthpoint's Audit Committee comprises LA Finlay (Chairman), PH Fechter and JC Hayward. The composition of the Audit Committee is governed by the JSE Listings Requirements, which espouses the King III principles in respect of the structure of |
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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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The CVs evidencing the qualifications and experience of the Audit Committee members is disclosed in the Integrated Annual Report. |
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Practice: |
Audit committee members collectively have knowledge and experience on corporate law. |
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The requirement for the Audit Committee to collectively have knowledge and experience on Corporate Law is included in the Terms of Reference, and evidenced by way of the CVs published in Integrated Annual Report. |
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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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The requirement for the Audit Committee to collectively have knowledge and experience of IFRS and GAAP is included in the Terms of Reference for the Committee, and evidenced by way of the CVs published in Integrated Annual Report. |
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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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In terms of section 3.1.3 of the Committee's Terms of Reference the Board is authorised to appoint each member of the Audit Committee. |
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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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The Board recommends Audit Committee members, bearing in mind the required skills to ensure that collectively, the committee has adequate and relevant knowledge and experience to equip it to perform its functions. |
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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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The Audit Committee makes the relevant disclosures in the Report of the Audit Committee, published in the Annual Financial Statements. |
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Principle 3.3: The audit committee is chaired by an independent non-executive director. |
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Practice: |
The chairperson of the audit committee is an independent non-executive director and not the chairperson of board. |
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Ms LA Finlay has been appointed as Chairman of the Audit Committee by Growthpoint's Board of Directors. Ms Finlay's status as an independent non-executive director is disclosed in the Integrated Annual Report. Mr FJ Marais is Chairman of the Board. |
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Practice: |
The chairperson of the audit committee is selected by the board. |
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Ms LA Finlay has been appointed as Chairman of the Audit Committee by Growthpoint's Board of Directors. Ms Finlay's status as an independent non-executive director is disclosed in the Integrated Annual Report. Mr FJ Marais is Chairman of the Board. |
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Practice: |
the chairperson of the audit committee attends the AGM. |
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Ms LA Finlay has been appointed as Chairman of the Audit Committee by Growthpoint's Board of Directors. Ms Finlay's status as an independent non-executive director is disclosed in the Integrated Annual Report. Ms Finlay was in attendance at Growthpoint's Annual General Meeting on 17 November 2015. |
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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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The Audit Committee reviews and formulates a recommendation to the Board in respect of the Integrated Annual Report at a special meeting in September (annually). |
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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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The Audit Committee comments on concerns and/or complaints raised in respect of accounting practices and internal financial controls, or alternatively notes that no disagreements have had to be arbitrated, in the Report of the Audit Committee (Annual Financial Statements). |
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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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The Audit Committee's role and responsibility is clearly defined in section 4 of the Committee's Terms of Reference, and includes risks that may impact on the integrity of the Integrated Annual Report. |
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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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The Board and Audit Committee review the assessment made by management of the going concern premise of the company prior to the Letter of Going Concern being approved by the Board. |
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Practice: |
The audit committee considers the need to issue interim results. |
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The need for interim results is governed by the Companies Act No. 71 of 2008 and the Johannesburg Stock Exchange. |
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Practice: |
The audit committee reviews the content of summarised information. |
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Section 4.4.2 of the Audit Committee's Terms of Reference outlines the Committee's responsibilities in terms of assessing Growthpoint's financial results. |
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Practice: |
The audit committee engages the external auditors to provide assurance on the summarised financial information. |
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The Audit Committee's responsibilities in respect of Growthpoint's external audit are outlined in section 4.6 of the Committee's Terms of Reference includes obtaining assurance from the auditors regarding the 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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The Chairman of the Audit Committee is responsible for ensuring that the Board is made aware of and kept informed on matters that could significantly impact the financial position or affairs of the company. |
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Practice: |
The audit committee evaluates the independence and quality of the external assurance providers on sustainability. |
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The evaluation of the independence and quality of external assurance providers forms part of the Audit Committee's responsibilities. This has however not been required during 2015 and 2016. |
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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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Sustainability issues are reviewed at the special meeting of the Audit Committee to review the Integrated Annual Report. |
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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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The assessment of the suitablility of the Financial Director takes place annually, at the first Audit Committee in the new financial year. |
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Practice: |
The internal audit plan is approved by the audit committee. |
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The Internal Audit plan is approved by the Audit Committee annually (in May). |
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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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Section 3.2.4 and 3.2.5 of the Audit Committee's Terms of Reference stipulates that each Board member, officer, auditor or other person who attends Committee meetings shall have the right to be heard at such meetings. |
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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 scope is reviewed by the Audit Committee in May each year to ensure that there is no overlap. |
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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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Quality reviews are conducted as and when required. |
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Principle 3.8: The audit committee is an integral component of the risk management process. |
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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 following statement is included in the Annual Financial Statements: The aforementioned information together with the interactions with persons attending the meetings in an ex officio capacity, collectively enabled the committee to conclude systems of internal financial control are adequate. |
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Practice: |
The terms of reference of the audit committee set out its responsibilities regarding risk management. |
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The terms of reference for the Audit Committee clearly defines 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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Oversight of the financial reporting risks, internal financial controls, fraud risk and IT risks are set out in section 4.2 of the Committee's Terms of Reference. |
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Practice: |
There is a risk committee consisting of board members. |
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The Risk Management Committee comprises JC Hayward (Chairman), SP Mngconkola, NBP Nkabinde and FJ Visser |
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Practice: |
The risk committee has oversight of the company's risk management function. |
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The Risk Management Committee is tasked with oversight of the company's risk management function. These functions are clearly set out in the Committee's Terms of Reference. |
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Practice: |
The audit committee discloses in the integrated report the nature and extent of material weaknesses in the design, implementation or execution of financial controls that resulted in material financial loss, fraud or material errors. (Only applicable in the event that there has been material financial loss, fraud or material errors resultant from weakness in financial controls.) |
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The Audit Committe has sight of the minutes of the Risk Management Committee and notes the controls and aspects under the auspices of the Risk Management Committee. |
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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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The Audit Committee's recommendation regading the external auditor is included in the notice for the Annual General Meeting (November), and put to shareholders by way of a resolution to be voted upon at the meeting. |
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Practice: |
The audit committee approves the external auditors' terms of engagement and remuneration. |
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The Audit Committee approves the auditor's terms of engagement and remuneration, subject to approval by shareholders at Growthpoint's AGM each year (November). |
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Practice: |
The audit committee monitors and reports on the external auditor's independence. |
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The Audit Committee monitors and reports on the external auditor's independence in the Annual Financial Statements (Report of the Audit Committee). |
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Practice: |
The audit committee defines a policy for non-audit services provided by the external auditor. |
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The Policy for non-audit services provided by the external auditor is tabled for review annually. |
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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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The Audit Committee's Terms of Reference includes meeting to discuss accounting and auditing concerns identified by internal/external audit (if any). Concerns (if any) are noted in the Report of the Audit Committee (Annual Financial Statements). |
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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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Irregularities (if any) are reported to the Audit Committee meeting held annually in August. |
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Practice: |
The audit committee reviews the quality and effectiveness of the external audit process. |
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The Audit Committee reviews the quality and effectiveness of the external audit process an their meeting in August. |
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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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The Report of the Audit Committee is included in Growthpoint's Annual Financial Statements. |
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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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A statement in respect of the auditor's indepence is included in the Governance Report (Integrated Annual 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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The Audit Committee's commentary is included in Integrated Annual Report (Governance Report) and the Annual Financial Statements (Report of the Audit Committee) |
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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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The Chairman of the Audit Committee gives feedback to Growthpoint's Board of Directors at every meeting. |
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Practice: |
The audit committee reports to the shareholders on it's statutory duties. |
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The Report of the Audit Committee is included in Growthpoint's Annual Financial Statements. |
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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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Key risks and responses thereto are identified by the Risk Management Committee annually. A detailed report is included in the Integrated Annual Report. |
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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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Section 2 of Growthpoint's Board Charter include the directors' responsibility with respect to risk governance. The Board's responsibilities in respect of risk are also set out in the Annual Integrated Review (Risk Management Report). |
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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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Key risks and responses thereto are identified by the Risk Management Committee annually. A detailed report is included in the Integrated Annual Report. |
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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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The risk management structure and framework are reported on in detail in the Integrated Annual Report (Risk Management and report on Strategic Objectives, Risks, Responses and Achievements). |
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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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Disclosure is made in the Risk Management Report (Integrated Annual Report) |
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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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The risk philosophy and culture adopted by Growthpoint is influenced by its vision, mission, objectives and values, which likewise define the company's risk appetite (the extent of risk that the Board and management are willing to accept in pursuit of value. |
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Practice: |
The board monitors that risks taken are within the tolerance and appetite levels. |
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The Board has overall responsibility for the adoption, oversight and reporting of Growthpoint's risk management framework. The Board is assisted in this by the Risk Management Committee, which meets quarterly. |
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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 top 10 risks are collectively identified by executive managment and assessed in terms of their probability, as well as their potential impact on Growthpoint as a whole. Each risk has been mapped to the related strategic objective on which it could have an impact. |
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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: |
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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Growthpoint's Risk Management Committee comprises JC Hayward (Chairman), NBP Nkabinde, PJ Visser and SP Mngconkola. The meeting is attended by Growthpoint's Head of Internal Audit and Risk Management, the Executive Directors and a representatives of KPMG. |
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Practice: |
The risk committee considers the risk policy and plan. |
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The Risk Management Committee is mandated to formulate an appropriate risk profile that will ensure that risk exposure is at a level acceptable to shareholders and other stakeholders; review the risk strategy for the company for Board approval. |
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Practice: |
The risk committee monitors the whole risk management process. |
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A Risk Report is presented to the Risk Management Committee on a quarterly basis. |
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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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The Risk Management Committee meets quarterly. The following key risks are reviewed at meetings: property market risk, security risk, technology risk, logistics risk; and interest rate risk. |
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Practice: |
The risk committee has a minimum of three members. |
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Growthpoint's Risk Management Committee comprises JC Hayward (Chairman), NBP Nkabinde, PJ Visser and SP Mngconkola. The meeting is attended by Growthpoint's Head of Internal Audit and Risk Management, the Executive Directors and a representatives of KPMG. |
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Practice: |
The risk committee members collectively have adequate and appropriate knowledge, skills and experience on risk. |
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The Risk Management Committee members' are considered to be suitably qualiefied; their qualifications and work experience is reviewed and published in the the Integrated Annual Report. |
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Principle 4.4: The Board has delegated to management the responsibility to design, implement and monitor the risk management plan. |
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Practice: |
The board's risk policy and plan is implemented by management by means of risk management systems and processes. |
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The top 10 risks identified are mapped to the related strategic objective on which it could impact. The probable effects of the risk, the inherent risk assessment, the affected stakeholders and management's strategic response to the risk. |
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Practice: |
The Chief Risk Officer (CRO) or other senior employee responsible for risk management is a suitably experienced person who has access to and interacts regularly on strategic matters with the board and/or appropriate board committee and executive management. |
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Growthpoint's Head of Internal Audit and Risk Management is present at Growthpoint's Audit Committee and Risk Management Committee meetings. |
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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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Reports on key areas are tabled at the Risk Management Committee's quarterly meetings i.e. IT risk assessments, Treasury risk assessments, insurances and the top 10 risks, which are identified by the executive management of each sector on an annual basis. |
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Practice: |
A systematic, documented, formal risk assessment is conducted at least once a year. |
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Yes - published in the Integrated Annual Report |
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Practice: |
Risks are prioritised and ranked to focus responses and interventions. |
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Annually - Tabled at the Risk Management Committee meetings for discussion. Key risks are published in Growthpoint's Integrated Annual Report. |
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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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The top 10 risks are identified by executive management. Each top ten risk is mapped to the related strategic objective on which it could have an impact. Management formulates a response to the risk and key performance indicators and the business segme |
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Practice: |
The board regularly receives and reviews a register of the company's key risks. |
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Feedback is given to the Board by the Chairman Risk Management Committee at quarterly meetings . |
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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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A detailed report on Growthpoint's top ten risks is published in Growthpoint's Integrated Annual Report e.g. financial, economic, information systems, global, legislative etc. etc. |
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Practice: |
The board ensures that key risks are quantified where practicable. |
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Applied where practicable, risks are quantified i.e. bad debts, municipal rates, significant property purchases etc. etc. |
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Principle 4.10: The Board has ensured that there are processes in place which enable complete, timely, relevant, accurate and accessible risk disclosure to stakeholders. |
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Practice: |
There is disclosure of any material losses and their causes that the company has suffered for the period under review, the effect that these losses have had on the company and the steps taken by the board and the management to prevent a recurrence. |
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None incurred in FY2014. |
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Practice: |
There is disclosure of any current, imminent or envisaged risk that is considered to threaten the long-term sustainability of the company. |
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Growthpoint's risk profile is reviewed and published in the Integrated Annual Report. |
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Practice: |
The board discloses its views on the effectiveness of the company's risk management processes. |
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The Chairman of the Risk Management Committee gives quarterly feedback to the Board whereafter issues are discussed and debated. |
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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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The Board monitors IT risks by way of the Risk Management Committee. The Chief Information Officer attends the Risk Management and Audit Committee meetings. The Board tracks and evaluates material IT investments. |
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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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The Board monitors IT risks by way of the Risk Management Committee. The Chief Information Officer attends the Risk Management and Audit Committee meetings. The Board tracks and evaluates material IT investments and expenditure. |
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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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The Board monitors IT risks by way of the Risk Management Committee. The Chief Information Officer attends the Risk Management and Audit Committee meetings. The Board tracks and evaluates material IT investments. |
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Practice: |
The board ensures that an IT charter and policies are established and implemented. |
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Growthpoint's IT policies are reviewed regularly to ensure they are aligned with Growthpoint's systems and are made available to staff on the Intranet. |
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Practice: |
The board receives independent assurance on the effectiveness of the IT internal controls. |
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During 2010 Growthpoint requested KPMG Services to perform a high-level assessment of the design of entity level management controls to ascertain if the IT environment of Growthpoint was adequately governed in accordance with King III principles. |
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Principle 5.2: IT has been aligned with the performance and sustainability objectives of the company. |
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Practice: |
The board ensures that there is a process in place to identify and exploit opportunities to improve the performance and sustainability of the company through the use of IT. |
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IT strategy, and in particular its integration with the company's strategic business processes was delegated by the Board to EXCO. The Chief Information Officer is a member of EXCO and reports on IT-related matters to the EXCO on a monthly basis. |
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Practice: |
The board ensures that IT strategy is integrated with the company's strategic and business processes. |
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IT strategy, and in particular its integration with the company's strategic business processes was delegated by the Board to EXCO. The Chief Information Officer is a member of EXCO and reports on IT-related matters to the EXCO on a monthly basis. |
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Principle 5.3: The Board has delegated to management the responsibility for the implementation of an IT governance framework. |
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Practice: |
Management is responsible for the implementation of all the structures, processes and mechanisms for the IT governance framework. |
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The Board has delegated the responsibility for the implementation of an IT governance framework to EXCO, which in turn delegated the responsibility to the Chief Information Officer. The Chief Information Officer is a member of the EXCO, and reports on IT-related matters on a monthly basis. |
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Practice: |
The individual responsible for IT is a suitably qualified and experienced person who has access and interacts regularly on IT governance matters with the board and /or appropriate board committee and executive management. |
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Growthpoint's Chief Information Officer, Mr Alec Davis, has extensive IT and financial experience in addition to experience in the property industry. He regularly reports to the Board, EXCO, Risk Management Committee and Audit Committee on IT matters. |
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Principle 5.4: The Board monitors and evaluates significant IT investments and expenditure. |
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Practice: |
The board oversees the value delivery of IT and monitors the return on investment from significant IT projects. |
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The Board monitors, through both the Audit Committee and Risk Management Committee, the substanial development of a new property and financial management system with IT software developer IFCA. |
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Practice: |
Business strategies and objectives and the role of IT in achieving them are clear. |
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In addition to the IFCA development the Board monitors, through both the Audit Committee and Risk Management Committee, the role of IT in creating a secure, stable infrastructure |
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Practice: |
Good governance principles apply to all parties in the supply chain or channel for the acquisition and disposal of IT goods or services. |
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The Board delegates the responsibility for the monitoring of IT exepnditure to the Executive Committee. The Chief Information Officer is a member of the Executive and reports on IT related investment and expenditure to the Executive Committee (monthly). |
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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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The Risk Management Committee has IT as a standard agenda item at its quarterly meetings and presents formal risk reports to each meeting for consideration. The Risk Management Committee ensures that IT risks are adequately addressed and that controls are in situ. |
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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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The Risk Management Committee has IT as a standard agenda item at its quarterly meetings and presents formal risk reports to each meeting for consideration. The Risk Management Committee ensures that IT risks are adequately addressed and that controls are in situ. |
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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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The Risk Management Committee has IT as a standard agenda item at its quarterly meetings and presents formal risk reports to each meeting for consideration. The Risk Management Committee ensures that IT risks are adequately addressed and that controls are in situ. |
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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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The management of information assets is delegated by the Board to Executive Management. The Chief Informaiton Officer is a member of the Executive and reports on IT related matters to the Executive Committee on a monthly basis. |
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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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The management of information assets is delegated by the Board to Executive Management. The Chief Informaiton Officer is a member of the Executive and reports on IT related matters to the Executive Committee on a monthly basis. |
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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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Details are disclosed in the King III report published on Growthpoint's web site. |
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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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Details are disclosed in Growthpoint's Integrated Annual Report (Governance and Internal Audit reports). |
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Practice: |
The company has a system in place to ensure compliance with all applicable laws. |
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Compliance is a standing item on the Risk Management Committee agenda, and an integral part of Growthpoint's risk management process. The Committee ensures effective compliance frameworks and processes are in place, that compliance officers are suitably qualified. |
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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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The Board has a working knowledge of applicable laws, rules, codes and standards, as well as the potential impact on the company and its business. |
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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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An annual assessment is carried out to determine which legislation impacts Growthpoint. Any prospective issues are tabled at Board meetings for discussion. |
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Practice: |
The board continually monitors the company's compliance with applicable laws, rules, codes and standards. |
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Statutory and regulatory compliance is a standing item on every agenda for the Risk Management Committee and is addressed by the Head of Internal Audit and Risk Management in quarterly reports to the committee. Compliance with accounting standards and fi |
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Principle 6.2: The Board and each individual director have a working understanding of the effect of applicable laws, rules, codes and standards on the company and its business. |
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Practice: |
The induction or ongoing training programmes of directors incorporate an overview of and changes to applicable laws, rules, codes and standards. |
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New directors are assesses individually with a view to establishing the level of induction required. |
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Practice: |
Directors sufficiently familiarise themselves with the general content of applicable laws, rules, codes and standards in order to be able to discharge their legal duties. |
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An annual self-assessment or self-evaluation is carried out based on several factors - expertise, attitude, objectivity and independence, judgement, understanding and commitment to the Board's duties and responsibilities. |
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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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There were no material disclosures of regulatory penalties, sanctions or fines for contraventions or non-compliance with statutory obligations imposed on the company during the financial year. A statement to this effect is inlcuded in the Internal Audit report. |
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Practice: |
Management has established the appropriate structures; educates, trains and communicates; and measures compliance. |
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The Learning and Development team are continuously seeking to increase employee performance, effectiveness and enrichment by implementing learning, development and training initiatives which underpin Growthpoint's objectives and culture. |
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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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Compliance is overseen by the Risk Management Committee. The Company Secretary monitors JSE and Companies Act compliance |
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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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The persons responsible for complince in the various business divisions are suitably skilled and experienced on strategic compliance matters. |
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Practice: |
The compliance function has adequate resources to fulfil its duties. |
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In addition to the Company Secretary and various committees overseeing compliance, Compliance Officers are appointed throughout the organisation. |
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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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The in-house Legal Manager is expected to remain abreast of new and/or amended legislation and, where applicable, bring such legislation to the attention of the Risk Management Committee and the Board. The Company Secretary is responsible for compliance. |
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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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The directors of Growthpoint seek assurance that business objectives are achieved. To this end, both executive and operational management are tasked with establishing and maintaining systems of internal control within the various business processes. |
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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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Growthpoint has a written Code of Ethics which guides our conduct. We choose to act with the highest ethical standards. This includes compliance with legislation and regulations in a manner that is beyond reproach. |
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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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Not Applicable, a formal Internal Audit function is in existance. |
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Practice: |
The company has established an internal audit function. |
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It is the policy of Growthpoint to provide and support an Internal Audit function that acts as an independent, objective, assurance and consulting activity. |
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Practice: |
The internal audit function evaluates the company's governance processes. |
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Growthpoint's policy is to provide and support an internal audit function that acts as an independent, objective, assurance consulting activity. The activity assists the organisation to accomplish its objectives through a systematic, disciplined approach. |
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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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Growthpoint's policy is to provide and support an internal audit function that acts as an independent, objective, assurance consulting activity. The activity assists the organisation to accomplish its objectives through a systematic, disciplined approach. |
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Practice: |
The internal audit function systematically analyses and evaluates business processes and associated controls. |
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An annual internal audit plan is submitted to the Audit Committee that indicates the extent and frequency of the work to be conducted. Reviews of the key business processes are conducted to ensure the reliability and integrity of financial and operating processes. |
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Practice: |
The internal audit function adheres to the IIA Standards and code of ethics. |
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The Internal Audit personnel are members of the IIA, whilst the Head of Internal Audit is a CIA, and therefore adherence to the IIA Standards and Code of Ethics is mandatory. |
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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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Quarterly reports are presented to the Audit Committee on the matters, if any, brought to the attention of the organisation through the Tip-offs Anonymous Helpline operated by Deloitte, the nature thereof and the resultant actions of EXCO. |
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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 Internal Audit function derives its authority from the Audit Committee, who are guided by its Terms of Reference. The objectives, authority and responsibilities of the Internal Audit function are governed by a formal Internal Audit Charter. |
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Practice: |
The internal audit function reports functionally to the audit committee. |
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The internal Audit function derives its authority from the Audit Committee to whom it reports on a quarterly basis. Furthermore, the Head of Internal Audit and Risk Management has unrestricted access to the Chairman of the Audit Committee. |
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Practice: |
The CAE has a standing invitation to attend executive committee meetings. |
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The CAE has a standing invitation to attend executive 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 Internal Audit function submits an annual internal Audit Plan to the Audit Committee that indicates the extent and frequency of work to be conducted, which enables the Committee to establish whether or not Internal Audit resources as well as the allocations are adequate. |
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Practice: |
The CAE develops and maintains a quality assurance and improvement programme. |
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The work of Internal Audit is assessed by External Audit annually to determine whether or not reliance can be placed thereon. |
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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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Stakeholder perceptions of the company are managed by way of presentations, pre-close calls, roadshows, one-on-one meetings, site visits, JSE SENS announcments, media announcments, information disclosed on Growthpoint's web site and surveys. |
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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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Stakeholder issues are addressed by Growthpoint's Board as and when the need arises. |
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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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Issues that impact Growthpoint are addressed on an individual basis in addition to being taken up by Growthpoint via various industry forums. Where necessary, stakeholders which could materially affect the operations of the company are identified and addressed as part of the Risk Management process (published in the Integrated Annual Report). |
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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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Growthpoint's Investor Relations Department has as its objective the enhancement of positive engagement with Growthpoint shareholders, potential and existing, through targeted shareholder perception studies. |
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Principle 8.2: The Board should delegate to management to proactively deal with stakeholder relationships. |
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Practice: |
Management develops a strategy and formulates policies for the management of relationships with each stakeholder grouping. |
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Growthpoint's stakeholder categories and approach to engaging with each of them are identified, reviewed annually and published in the Integrated Annual Report. |
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Practice: |
The board oversees the establishment of mechanisms and processes that support stakeholders in constructive engagement with the company. |
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Growthpoint's Board oversees the establishment of mechanisms and processes that support stakeholders in constructive engagment with the company, as required. |
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Practice: |
The board encourages shareholders to attend the AGMs. |
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Growthpoint's AGM is well-attended by shareholders. The Board and management interact with major shareholders regarding partipcipation. |
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Principle 8.4: Companies should ensure the equitable treatment of shareholders. |
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Practice: |
There is equitable treatment of all holders of the same class of shares issued. |
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The company Secretary warrants (Integrated Annual Report) that Growthpoint has remained compliant with the Companies Act 2008, as amended ("the Act"). The Act regulates Growthpoint's relationship with shareholders as does the JSE. |
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Practice: |
The board ensures that minority shareholders are protected. |
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The company Secretary warrants (Integrated Annual Report) that Growthpoint has remained compliant with the Companies Act 2008, as amended ("the Act"). The Act regulates Growthpoint's relationship with shareholders as does the JSE. |
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Principle 8.5: Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence. |
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Practice: |
The board has adopted communication guidelines that support a responsible communication programme. |
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Growthpoint communicates with stakeholders via various channels e.g. print and electronic media, events, exhibitions, digital newsletters to external clients and staff, social media and digital platforms and Operation Millionaire (brokers). |
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Practice: |
Complete, timely, relevant, accurate, honest and accessible information is provided by the company to its stakeholders whilst having regard to legal and strategic considerations. |
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Growthpoint communicates with stakeholders via various channels e.g. print and electronic media, events, exhibitions, digital newsletters to external clients and staff, social media and digital platforms and Operation Millionaire (brokers). |
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Practice: |
Reasons for refusals of requests for information that were lodged with the company in terms of the Promotion of Access to Information Act, 2000 are included in the integrated report. |
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Not Applicable |
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Principle 9.1: The Board should ensure the integrity of the company’s integrated report. |
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Practice: |
The company has controls to enable it to verify and safeguard the integrity of its integrated report. |
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The Integrated Annual Report is reviewed by Growthpoint's financial team, Company Secretary, Head of Internal Audit & Risk Manager and ultimately the Audit Committee, to ensure that the information is a true reflection of Growthpoint activities. |
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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 board includes commentary on the company's financial results in the integrated report. |
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The Chief Executive Officer's review and Long-term Sustainabilty report produced by the Financial Director includes detailed commentary on Growthpoint's financial performance in South Africa and Australia. |
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Practice: |
The board discloses if the company is a going concern. |
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Growthpoint's Going Concern Statement is published in Growthpoint Annual Financial Statements. However, detailed financial reporting and Growthpoint's long-term sustainability is published in the Integrated Annual Report. |
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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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The Chairman's Statement and CEO's Report, both published in the Integrated Annual Report, both |
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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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Growthpoint's dealings with shareholders and the outcomes of these dealings have been published in the Integrated Annual 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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