Corporate governance

The Growthpoint Properties Limited Board of Directors (the Board) has the responsibility of leading the company with integrity.

In a very uncertain and unstable environment with increased regulatory and financial pressures due to business failures, the company acknowledges the need to retain a balance between delivering on the expectations of shareholders, regulators and other stakeholders and the need to ensure a sustainable business.

Our governance philosophy is based on and aligned to the King IV Report on Corporate Governance for South Africa (King IV) foundation concepts of ethical leadership, corporate citizenship, sustainable development, shareholder inclusivity, integrated thinking and reporting, and protecting value. Governance criteria advocated by institutional investors are also considered and applied where they have merit and are in the company’s best interest. These include the Code for Responsible Investment in South Africa (CRISA).

Creating value with good corporate governance

By upholding the highest possible corporate governance standards, Growthpoint gives all its stakeholders confidence that it is a well-governed and well-conducted business.

Sound corporate governance practices are implicit in our values, culture and processes, and our internal controls promote an awareness of risk, compliance and good governance in every area of the business. Good governance is entrenched in our day-to-day activities. By ensuring that our structured governance frameworks are firmly in place, and that all the practical details of the different governance processes are incorporated, the Board can focus on the business and make well-informed decisions that are in the company’s best interests.

Our good governance standards are reflected in Growthpoint’s track record of consistent performance over the past 16 years, which assures our stakeholders of our predictability, accountability, transparency and sustainability.


Growthpoint has the advantage of a stable management team although the Board has seen some significant changes over the last 12 months as it was rejuvenated. We are confident that the Board has both the appropriate balance of knowledge, skills and experience and the independence required for objective and effective governance. These criteria are assessed separately and addressed in more detail in the report.

The Board considers its current composition to be suited to the company’s business. The process to rejuvenate the Board commenced during 2019 with an independent skills profiling and assessment process, to enable proper succession planning. This has helped Growthpoint to ensure that the skillsets of newly appointed directors are complementary to those of the current directors and the skills gaps have been addressed to a great extent.

We have several longer-serving Directors who, because of their experience and insight, make a particularly robust contribution to management accountability. We value their inputs and their independent judgement and want to ensure that this depth of skill and knowledge is retained on the Board as it is refreshed.

Nevertheless, the Board has resolved that to ensure independence, a tenure policy will ultimately see Non-executive Directors have a fixed 12-year term, irrespective of whether their elected term has run its course. If requested by shareholders, a Non-executive Director’s tenure could be extended beyond this, but they would be required to resign at each subsequent annual general meeting (AGM) and be re-appointed.

It was further recommended that Non-executive Directors on the Board should not hold more than four directorships, including Growthpoint.

The Chairman of the Board is limited to four directorships of which two can be chairman positions, including the Growthpoint chairman position. The reason for these restrictions is that the individual directors need to ensure that they have the necessary capacity to prepare adequately for meetings and attend all Board and committee meetings.

Growthpoint executives are not permitted to serve on external boards. Any exceptions are subject to the discretion of the Board.

In FY20, the Board conducted its annual independence assessment of the Non-executive Directors via an independent consultant who oversaw the process and confirmed its integrity.

Philosophy

The creation of value is at the heart of integrated thinking and, therefore, governance in Growthpoint extends beyond legislative and regulatory compliance. Management strives to foster an enterprise-wide culture of good governance linked to the Group’s business philosophy, which incorporates our vision, values and ethics. The Board and management subscribe to the philosophy that corporate governance, built on an ethical and values-based foundation, permeates through all business activities and enables the company to achieve its strategic objectives.

The company has remained compliant with the Companies Act, No 71 of 2008, as amended (the Act). Company statutes, the Board Charter and the terms of reference of Board committees are aligned with relevant provisions of the Act and King IV.

Effective governance structures and processes ensure that proper supervisory oversight is exercised at all levels in the organisation.

2020 corporate governance assessment

The company has completed its annual corporate governance self-assessment by applying an accredited governance assessment tool, with a satisfactory outcome. The full register of the company’s application of the King IV principles can be found on the company’s website www.growthpoint.co.za.

The Board of Directors

As at the date of issue of this report, Growthpoint had a unitary Board comprising 16 Directors in total: four Executive Directors and 12 Non-executive Directors, 10 of whom are regarded by the Board as independent.

The Board started the process of rejuvenation in 2019, as a result of which Mr FM Berkeley, and Mr JA van Wyk (Independent Non-executive Directors) were invited to join the Board, and in 2020 Mr R Gasant was also appointed as an Independent Non-executive Director. On 21 September 2020 the Board appointed Mrs KP Lebina and Mr AH Sangqu. The appointment of Mr Gasant, Mrs Lebina and Mr Sangqu are subject to shareholder approval, by way of an ordinary resolution, at the AGM.

BOARD COMPOSITION

The Board provides strategic direction and leadership, promotes shareholder value and enhances the sustainability of the business, to the benefit of the company and all its stakeholders. To ensure that they act with independence of mind and integrity, Directors are required to abide by Growthpoint’s Code of Ethics and policies promoting ethical behaviour.

The Board has adopted a Board-level gender diversification policy with a voluntary 30% target for female representation, including black women. (Currently, the 3 female directors represent 18.75% of the total number of directors.)

The Board Charter includes a policy statement on racial diversification, in terms of which the Board will strive to meet legislated and/or regulated employment equity targets applicable from time to time, at Board level.

The Directors declare their financial interests at each Board meeting where applicable as well as annually, as per the Act. Directors’ interests in the company’s shares as at 30 June 2020 are set out in the AFS note 23 (related-party transactions).

Notwithstanding the finding that two Non-executive Directors are considered to be non-independent, the Board has concluded that they nonetheless act and exercise their minds independently in their roles on the Board and respective committees.

The expertise and business experience of each of the executive and Non-executive Directors enable them individually, and as a Board, to evaluate strategy, assess the company’s performance and act in Growthpoint’s best interests.


Non-executive Directors have unrestricted access to company information and members of management as well as the Executive Directors. To help them fulfil their responsibilities effectively, Non-executive Directors may also seek independent professional advice, paid for by the company. The Audit Committee provides, as a standing item on the agenda of regular meetings, for combined or separate closed sessions with management, the external auditor and the internal auditor.

Directors with tenures of more than nine years as at 30 June 2020

GOZ

GOZ reports to Growthpoint’s Risk Management Committee annually on the applicability of the King IV principles to its governance policy, as well as additional parameters required by Australian law. GOZ’s governance conforms to or exceeds the principles of King IV.


Growthpoint directors hold positions on GOZ’s Board and committees as follows:

C&R

C&R is listed in the United Kingdom and complies with related legal prescripts.


Growthpoint directors and officers hold positions on C&R Board and committees, as follows:

Re-election of directors and new appointments

One-third or nearest that number of the Non-executive Directors are subject to retirement by rotation and possible re-election by shareholders at the AGM each year.

Directors who retire by rotation or otherwise at AGMs are those who have been in office longest since their last re-election and those appointed by the Board since the previous AGM. Retiring directors are named in the directors’ report and AGM notice included with the notice and proxy of AGM and summarised AFS. The Board, through the Governance and Nomination Committee, recommends (or not, as the case might be), retiring Non-executive Directors for re-election or election at the AGM.

Appointments of new directors are considered by the Board on the recommendation of the Governance and Nomination Committee. New directors are adequately informed about Growthpoint’s business and policies, as well as meeting dates and procedures during the induction sessions. All directors receive the Board Charter as part of this induction and once a year the Charter is reviewed at the relevant Board meeting.

Executive Directors are, in terms of Growthpoint’s Memorandum of Incorporation (MOI), not subject to retirement by rotation at the AGM. This is in line with recommended best practice for South African-listed companies and is supported by the JSE.

Attendance at meetings

The Board meets quarterly and on an ad hoc basis if required. The quorum requirements of Growthpoint’s MOI are always considered when scheduled or special meetings are convened. Due regard is given to recusal of directors where conflicts of interest or related-party situations exist or could arise.

Details of attendance at Board and committee meetings in FY20 are set out below. Board members are encouraged to serve on at least two Board committees.

Four scheduled and four special Board meetings were held during FY20. In all cases where directors or committee members were unable to attend a meeting, the Board or respective committee accepted their leave of absence.

  Board   Governance 
and 
Nomination 
Committee 
Audit 
Committee 
Risk 
Management 
Committee 
Property and 
Investment 
Committee 
Social, 
Ethics and 
Transformation 
Committee 
Human 
Resources 
and 
Remuneration 
Committee 
JF Marais 8/8   3/3    3/4*   1/4* 4/4 
FM Berkeley3 7/7   1/1  5/5    4/4    4/4 
NO Chauke 6/8       3/4*   4/4* 4/4*
EK de Klerk 8/8   2/2  4/5*   4/4* 4/4* 4/4*
MG Diliza 7/8   3/3      4/4  4/4   
PH Fechter2 4/4   2/2      2/2     
LA Finlay5 8/8   3/3  5/5    4/4  4/4   
R Gasant4 2/2     1/1         
JC Hayward 8/8   3/3  3/3  4/4      2/2 
SP Mngconkola 8/8       4/4    4/4   
R Moonsamy 8/8         3/4  4/4   
NBP Nkabinde 8/8       4/4    4/4   
LN Sasse 7/8   3/3*   4/4* 4/4*   4/4*
N Siyotula1 3/3     1/2        1/2 
CFM Teixeira 1/1**            
JA van Wyk3 7/7     2/2  4/4  4/4     
FJ Visser 7/8   2/3    4/4      4/4 
G Völkel 8/8     4/5* 4/4* 4/4* 4/4*  
* Standing invitation.
** Mrs Teixeira chose to resign prior to the confirmation of her appointment at the AGM.
(1) Mrs N Siyotula retired from the Board on 12 November 2019
(2) Mr P Fechter retired from the Board on 12 November 2019
(3) Messrs JA van Wyk and FM Berkeley were appointed to the Board on 10 September 2019
(4) Mr R Gasant was appointed to the Board on 1 June 2020
(5) Mrs LA Finlay resigned from the Board on 7 July 2020

Dealings in the company’s shares

In terms of both Group policy and the Listings Requirements of the JSE Limited, directors of both the Group and its major subsidiaries, as well as directors’ associates, Exco members and the Company Secretary must obtain a prior written clearance from the Group CEO and/or Chairman if they intend to deal in Growthpoint shares, whether directly or indirectly. All the directors have signed a letter of undertaking in this regard. This policy also applies to certain other members of senior management who are from time to time privy to price-sensitive information.

Closed periods are imposed on directors and staff in relation to interim and annual financial results and from time to time in respect of specific corporate actions.

Each share entitles the shareholder to one vote. There are no non-voting shares.

Directors’ remuneration

Directors’ remuneration is subject to annual review by the Human Resources and Remuneration Committee (Remco) and subsequent approval by the Board of the proposed fees to be submitted for approval at the AGM. The fees for FY20 were approved at the AGM held on 12 November 2019.

At its meeting on 1 June 2020, Remco recommended a 0% increase in Nonexecutive Directors’ remuneration for FY21 to the Board considering the current environment and the impact of Covid-19 on the business. This recommendation was approved by the Board on 9 June 2020.

Shareholders will be asked to approve, by way of non-binding votes, the company’s overall remuneration policy and implementation for FY21. The remuneration report containing this information is included in this section of this report.

Directors’ remuneration is disclosed in the AFS in line with the Listings Requirements of the JSE Limited. The key performance aspects linked to the remuneration of Executive Directors are described in the remuneration report.

The Chairman

Mr Francios Marais

Non-executive Director

The roles of the Chairman of the Board and the Group CEO are separate, and they operate independently of each other.

The Chairman, Mr JF Marais, is a Non-executive Director. His responsibilities are contained in, but are not limited to, the Chairman’s Charter. They include:

  • Providing overall leadership to the Board and its committees
  • Leading and managing the business of the Board, without limiting the Board’s collective responsibility
  • Serving as the link between the Board and the management of Growthpoint
  • With Remco’s involvement, assessing the performance of the Group CEO
  • In liaison with the Group CEO, evaluating the performance of the other Executive Directors at least annually.

Board responsibilities and accountability

The Board is guided in all matters by the Board Charter, which sets out its responsibilities.

These include:

  • Governing, directing and monitoring the performance of the business as a going concern and presiding over material business decisions
  • Approving the company’s strategic plans and objectives
  • Managing risks to the business, mainly through the Risk Management and Audit Committees
  • Providing direction to management.

The Board (either itself or through the Governance and Nomination Committee) periodically reviews its composition relative to the skills, knowledge and experience needed to provide strategic direction and leadership, as well as representation in terms of gender and race. The Non-executive Directors are independent of management and are free from relationships that could affect their judgement as directors. The Board is accountable to the company but is also always cognisant of stakeholder expectations and interests. In its decision making, the Board adopts a collaborative approach to governance. In July 2020, the Board, along with Remco and the Audit, Property and Investment, Risk Management and Social, Ethics and Transformation Committees, conducted a formal self-assessment process. The overall outcome was positive and feedback was provided to the Board and the respective committees at their meetings held in August/September 2020.

Code of Ethics and business conduct

The Code of Ethics aims to ensure that Growthpoint conducts its business in line with the highest ethical standards.
The code seeks in particular to ensure compliance with relevant legislation and regulation in a manner that is beyond reproach.

The code is available to employees and other stakeholders, as are Growthpoint’s mission and value statements.


1

Policies promoting ethical conduct

Growthpoint has various policies in place to promote and instill ethical behaviour and integrity among management and employees.

Hover over triangles to view more information

EMPLOYEE
INTEGRITY
POLICY
To encourage employee compliance with policies and standards of best practice
COMPANY’S
MISSION AND
VISION
STATEMENT
ANTI-
CORRUPTION
AND GIFT
DECLARATION
POLICY
WHISTLE-
BLOWING AND
PROTECTED
DISCLOSURE
POLICY

Growthpoint has a whistle-blowing policy that allows one to raise concerns about malpractice without fear of victimisation or reprisal.

(If you suspect underhanded deals, theft, sexism, racism or ageism, report it!)

Any whistle-blower will remain anonymous!

0800 167 463

SUBSTANCE
ABUSE AND SEXUAL
HARASSMENT
POLICIES
Forbidding these practices in the organisation
CODE OF ETHICS

The Group has in place a formal mandatory authorisation process for dealings in the company’s shares, as well as official policies and procedures for accepting and giving gifts and inducements, for the disclosure of conflicts of interest and for anti-corruption, and formal levels of authority and delegated signing authorities for business transactions.

2

Compliance framework

STATUTORY AND
REGULATORY
ACCOUNTING STANDARDS AND
FINANCIAL REPORTING REQUIREMENTS
COMPANIES ACT AND JSE
LISTINGS REQUIREMENTS

A standing item on
every agenda for the Risk
Management Committee
Overseen by the Audit Committee
Responsibility of the Company Secretary

Compliance with accounting standards and financial reporting requirements

The Board receives feedback quarterly from the chairs of all Board committees, in addition to the minutes of all the committee meetings.

During FY20, Growthpoint had no incidents of major non-compliance, or fines or prosecutions linked, for example, to anti-competitive practices or other governance and economic issues.



3

Internal audit

The internal audit function, excluding the internal audit of IT, is provided in-house by the Head of Internal Audit and Risk Management. The scope and functions of Internal Audit are covered in the related section of this report.

4

External audit

EY acted as the external auditor for Growthpoint and its subsidiaries excluding C&R for FY20. The independence of the external auditor is reviewed every year by the Audit Committee with the auditor. The external auditor attends all Audit Committee and Risk Management Committee meetings and has unrestricted access to the chairmen of both committees.


5

Board committees

The committees established by the Board assist it in the discharge of its duties and the overall governance of the organisation.

The Board committees have
unrestricted access to company
information and any resources
required to help them fulfil
their responsibilities, including
professional advice paid for by
the company.
  Every Board committee has
Board-approved Terms of
Reference which are reviewed
annually and aligned, as far as
applicable and possible, with
King IV, the Listings
Requirements of the
JSE Limited and the
Companies Act.
  The Board determines and amends, as necessary, the
scope and responsibilities of the committees, as well
as the appointment of new committee members.
    To promote sound corporate governance and
optimise the sharing of information, the
Executive Directors and other senior executives
are present at Board committee meetings
whether ad hoc or by standing invitation.

All the committees have satisfied themselves that they have fulfilled their responsibilities in accordance with their Terms of Reference during FY20.

Hover on committees below to view infomation

AUDIT COMMITTEE
A

This committee maintains an effective working relationship with the Board, management and other Board committees, notably the Risk Management Committee, whose minutes are noted at Audit Committee meetings. This ensures that risk management controls and the status of specific risk issues dealt with by the Risk Management Committee are noted.


Rhidwaan Gasant
Chairman


Independent Non-executive Directors


MEETINGS

The committee has five scheduled meetings a year with one session dedicated to the review of the company’s IAR.

Present at meetings by standing invitation:

  • CEO: RSA
  • Group FD
  • COO: RSA
  • CFO: RSA
  • Head of Internal Audit and Risk Management
  • External auditor

 The expertise of the members of the Audit Committee is reflected here.

To assist the Board in its supervisory and governance responsibilities, this committee ensures that:

  • Adequate processes are in place to safeguard the company’s assets
  • Proper accounting records are maintained
  • The design effectiveness of internal controls is reviewed and that effective systems of internal control are maintained
  • An open channel of communication is maintained between directors, management and accounting staff, as well as both internal and external auditors
  • Financial information is reviewed at least quarterly
  • The AFS are reviewed before they are recommended to the Board for approval
  • An external auditor is appointed at all times
  • The scope for each external audit is determined

This committee also reviews and sets the annual external auditor’s fees.

The Audit Committee is satisfied that the external auditor is independent and that the FY20 audit has been carried out without any restriction of the audit’s scope.

KEY FOCUS AREAS FOR THIS COMMITTEE DURING FY20 HAVE BEEN:

  • The consideration of information detailed in paragraph 22.15(h) of the Listings Requirements of the JSE Limited from the audit firm in their assessment of the suitability of appointment
  • The treatment of maintenance expenditure and review of the capital expenditure accounting policy
  • Controls around the valuation of investment property
  • The compilation of a “tax risk and compliance reports” that includes local and foreign companies in which Growthpoint has invested
  • Obtaining more detail on financial reporting by subsidiaries
  • The consideration of the committee’s composition and skillset, the independence of its members or their ability to act independently, and the succession of those facing retirement in the foreseeable future

This committee satisfies itself annually as to the expertise, resources and experience of the company’s finance function and the suitability of the Group Financial Director.

The report of the Audit Committee to shareholders on how it carried out its obligations is presented in the AFS.

 

RISK MANAGEMENT COMMITTEE
RM

The Risk Management Committee is assisted by Internal Audit and Risk Management for its reviews of risk management controls and procedures. The Risk Management Committee reports quarterly to the Board.


John Hayward
Chairman


Independent Non-executive Directors


MEETINGS

This committee, which meets at least quarterly, oversees management compliance with risk management policies and procedures and reviews the adequacy of the risk management framework relative to whatever risks and opportunities have been identified.

Present at meetings by standing invitation:

  • Board’s Chairman
  • Group CEO
  • CEO: RSA
  • Group FD
  • COO: RSA
  • CFO: RSA
  • Group Treasurer
  • Head of Internal Audit and Risk Management
  • Human Resources Director
  • Group Legal Counsel
  • Chief Information Officer
  • External auditor

 The expertise of the members of the Risk Management Committee is reflected here.

The main objective of this committee is to protect the quality, integrity and reliability of the Group’s risk management by:

  • Assisting the Board in matters of corporate accountability and associated risks
  • Ensuring that risk policies and strategies are effectively managed
  • Monitoring external developments that could affect corporate accountability
  • Reviewing and assessing the integrity of risk control systems
  • Defining risk management policies and the risk management function, as well as the scope of enterprise risk management (ERM)
  • Ensuring the independent and objective oversight and review of information provided by management on corporate accountability and associated risks

KEY FOCUS AREAS FOR THIS COMMITTEE DURING FY20 HAS BEEN:

  • Monitoring progress concerning the implementation of a new IT operating system for the business, as reported by the independent Chairman of the IT Steering Committee. The IT Steering Committee forms part of a formal governance framework set up to ensure that there is equitable oversight in place for ITC-related matters

Risk management is further covered in the risk management section of this report.

 

PROPERTY AND INVESTMENT COMMITTEE
PI

It assists the Board with decisions regarding Growthpoint’s property portfolio, as well as the review and approval of property budgets and valuations.


 

Frank Berkeley
Chairman


Non-executive Directors


MEETINGS

This committee meets at least quarterly.

Present at meetings by standing invitation:

  • Group CEO
  • CEO: RSA
  • Group FD
  • COO: RSA
  • CFO: RSA
  • CDIO
  • Heads of Asset Management
  • Management Accountant

 The expertise of the members of the Property and Investment Committee is reflected here.

Its role is to:

  • Consider and decide on proposed acquisitions and disposals in terms of the levels of authority
  • Discuss and decide on proposed capital expenditure
  • Periodically review due diligence processes for acquisitions
  • Review and make recommendations to the Board regarding Growthpoint’s annual budgets, including capital expenditure budgets
  • Provide a high-level review of bi-annual property valuations before their submission to the Board and Audit Committee
  • Periodically review and assess the company’s approach to investment in physical property assets and letting enterprises

KEY FOCUS AREAS FOR THIS COMMITTEE DURING FY20 HAVE BEEN:

  • The company’s investment and development guidelines for property trading and development
  • Internationalisation and potential new acquisitions off-shore
  • Challenges facing the property industry in the current economic climate

 

HUMAN RESOURCES AND REMUNERATION COMMITTEE
HR

This committee assists the Board by ensuring that:

  • Formal and transparent policies and procedures for executive and senior management remuneration are established and maintained
  • Remuneration for executive directors, senior management and staff (including incentives, grants and other benefits) is set at the correct level to attract and retain people of the required calibre.

 

Eric Visser
Chairman


Board’s Chairman and three Independent Non-executive Directors


MEETINGS

This committee meets at least quarterly.

Present at meetings by standing invitation:

  • Group CEO
  • CEO: RSA
  • Human Resources Director
  • Head Investor Relations

 The expertise of the members of the Human Resources and Remuneration Committee is reflected here.

This committee furthermore helps determine the key components of remuneration and performance review criteria for executive directors and senior management. To this end, the committee:

  • Determines specific remuneration packages for executive directors of the company, taking into account relevant benchmarking
  • Periodically reviews the terms and conditions of the executive directors’ service agreements
  • Determines the criteria for measuring the performance of executive directors and linking this to remuneration
  • Approves proposed allocations to eligible participants in the company’s staff incentive scheme
  • Establishes remuneration credibility with shareholders and other stakeholders
  • Make recommendations to the Board regarding the remuneration of Non-executive Directors, which is benchmarked periodically
  • Coordinates its activities with those of the Chairman of the Board and Group CEO, and consults them both when formulating remuneration policy and when determining specific remuneration packages
  • Reviews and approves the succession plan for executive management, which is actively monitored by the Risk Management Committee

KEY FOCUS AREAS FOR THIS COMMITTEE DURING FY20 HAVE BEEN:

  • The restructuring of executive remuneration
  • Succession planning
  • Workforce transformation
  • Reporting on remuneration policy and implementation
  • The engagement of major shareholders on executive remuneration structuring

This committee is satisfied that it has fulfilled its responsibilities during FY20 under its Terms of Reference.

 

GOVERNANCE AND NOMINATION COMMITTEE
GN

The committee was established to review and monitor the adequacy, efficiency and appropriateness of the corporate governance structure and practices ensuring compliance with relevant legislation. The committee shall also independently review and monitor the integrity of the company’s Non-executive Director nomination and appointment processes.


 

Francios Marais
Chairman


Board Chairman (who is also the committee Chairman) and the chairmen of all the other Board committees


MEETINGS

This committee meets at least quarterly.

Present at meetings by standing invitation:

  • Group CEO
  • CEO: RSA

 The expertise of the members of the Governance and Nomination Committee is reflected here.

This committee is responsible for:

  • Making recommendations to the Board on Non-executive and Executive Director appointments as well as the Board’s composition as a whole, after identifying and screening candidates for Board approval and appointment
  • Reviewing and making recommendations on the Board’s structure and size as well as the balance between Executive and Non-executive Directors
  • Succession planning for the Chairman
  • Alerting the Board to governance matters which the committee chairmen or their committees feel need to be raised with the Board
  • Alerting the Group CEO to any governance matters or emerging issues that are sensitive
  • Discussion of aspects of governance that might require attention from time to time

KEY FOCUS AREAS FOR THIS COMMITTEE DURING FY20 HAVE BEEN:

This committee met three times in FY20 to discuss the composition of the Board and Board committees as well as the appointment of new Non-executive Directors

 

SOCIAL, ETHICS AND TRANSFORMATION COMMITTEE
SET

This committee’s scope includes the statutory duties of a social and ethics committee in accordance with the Act.


Mzoli Diliza
Chairman


Non-executive Directors
The majority of whom are independent.


MEETINGS

This committee meets four times a year.

Present at meetings by standing invitation:

  • Chairman of the Board
  • CEO: RSA
  • Group FD
  • Human Resources Director
  • Head of Corporate Social Responsibility
  • National Procurement Manager
  • Office Development Head

 The expertise of the members of the Social, Ethics and Transformation Committee is reflected here.

Besides its statutory duties, it evaluates, monitors and makes recommendations to the Board regarding:

  • Broad-based black economic empowerment initiatives and opportunities under the Property Sector Transformation Charter
  • Enterprise development and related training initiatives
  • The company’s B-BBEE equity ownership arrangements, funding structures and, from time to time, potential new B-BBEE equity ownership participants
  • Corporate social responsibility initiatives and investments and their respective annual budgets
  • The company’s preferential procurement spend
  • Employment equity
  • Periodic reviews of Growthpoint’s transformation philosophy and strategy
  • Environmental, social and governance matters, including carbon emissions and climate change

KEY FOCUS AREAS FOR THIS COMMITTEE DURING FY20 HAVE BEEN:

  • Growthpoint GEMS, a bursary scheme for children of employees in the lower-earning categories
  • Corporate social investment initiatives and transformation, which are more fully reported on in the relevant sections of this report

 

Executive Management committees

GROUP EXECUTIVE MANAGEMENT FORUM (GROUP EXCO)

Group Exco comprises the four Executive Directors, the COO: RSA, CDIO, the Group Treasurer, the Head of Corporate Finance, the Head of Investor Relations and Group Legal Counsel. The Group CEO chairs the committee. This committee meets as required, but at least quarterly, to consider Group results and operations, strategic issues and initiatives, and to monitor capital requirements and market trends.

RSA EXECUTIVE FORUM (RSA EXCO)

The RSA Exco comprises the CEO: RSA, the Human Resources Director, the COO: RSA, CDIO, the CFO: RSA, the Heads of Asset Management, the Head of Marketing, the Treasury Manager (representing the Group Treasurer), the Head of Corporate Social Responsibility and the Heads of the company’s regional offices also attend all meetings. The CEO: RSA chairs the committee. The Group Exco members have a standing invitation to all meetings of the RSA Exco. This committee meets monthly and reviews operations, quarterly results (actual versus budget and projections) and company policy.

DEAL FORUM

The Deal Forum comprises the Group CEO, the Group FD, the CEO: RSA, the CFO: RSA, the COO: RSA, CDIO and the Heads of Asset Management and is chaired by the CEO: RSA. Its primary purpose is to discuss, consider and, if appropriate, approve:

The Deal Forum makes recommendations to the Property and Investment Committee and/or the Board regarding proposed acquisitions and disposals of physical property assets and letting enterprises that exceed its level of authority.

The Deal Forum also deals with strategic, non-property related transactions.

Investor relations and access to information

The Board is committed to transparency and the disclosure of relevant information to all stakeholders.

Such disclosure includes communicating information on: