The board

Audit Committee

The Audit Committee currently comprises four independent non-executive directors, including the Chairman of the Risk Management Committee. The committee is guided by Board-mandated terms of reference, the new Companies Act and the King III Report and Code of Governance. Its terms of reference are aligned with King III and the Act. The committee meets quarterly its functions include:

The financial reporting process
The external and internal audit plans
Processes for monitoring compliance with financial reporting and accounting laws and regulations
Safeguarding and maintaining company assets
Compliance with accepted corporate governance practices
Business ethics and conduct of the company and its officials

Risk Management Committee

The Risk Management Committee currently comprises four non-executive directors and the Board’s Chairman attends all meetings by standing invitation. Growthpoint has adopted the Committee of Sponsoring Organisations’ “Enterprise Risk Management (ERM) – Integrated Framework”, to manage our strategic risk. Through this approach, the ERM process is effected by the Board of Directors, management and other personnel. Applied in strategy setting and across the enterprise, it is designed to identify potential events that may affect us, to manage risks to be within our risk appetite and to provide reasonable assurance regarding the achievement of our objectives. The Board has overall responsibility for the adoption, oversight and reporting of our risk management framework and is assisted by the Risk Management Committee. Our ERM framework encompasses four categories:
Strategic risk
Operations risk
Reporting risk
Compliance risk

Property Committee

The Property Committee comprises five non-executive directors. It assists the Board with decisions regarding our property portfolio, as well as review and approval of property budgets and valuations. Meeting at least twice a year, the committee’s role is to:
Consider and decide on proposed acquisitions and disposals in terms of the levels of authority
Consider and decide on proposed capital expenditure
Periodically review due diligence processes for acquisitions
Review and make recommendations to the Board regarding our annual budgets, including capital expenditure budgets
Provide a high-level review of annual property valuations prior to their submission to the Board and Audit Committee
Periodically review and assess our approach to investment in physical property assets and letting enterprises

Remuneration Committee

The Remuneration Committee consists of the Board’s Chairman, Deputy Chairman and two independent non-executive directors. Meeting at least quarterly, it assists the Board by ensuring that: • A formal and transparent procedure for executive and senior management remuneration is established and maintained • The remuneration packages for individual directors and senior management (including incentives, grants and other benefits) is fixed, to attract people of the required calibre while avoiding potential conflicts of interest . The committee also helps determine the key components of remuneration and performance review criteria for executive directors and senior management. It does this by:
Determining remuneration packages for executive directors
Reviewing the terms and conditions of executive directors’ service agreements at least once a year, taking into account information from comparable companies
Determining criteria for measuring the performance of executive directors
Making recommendations regarding the remuneration of non-executive directors
Approving proposed allocations to eligible participants in our staff incentive scheme
Establishing remuneration credibility with shareholders and other stakeholders
Making recommendations, on request, to the Board regarding the remuneration of non-executive directors
Co-ordinating its activities with the Chairperson of the Board and CEO
Consulting with other non-executive directors, where necessary, in its evaluation of the Board Chairman and CEO
Reviewing succession plans for executive management

Nomination Committee

The Nomination Committee consists of the Board’s Chairman, Deputy Chairman and the remaining non-executive directors. It is responsible for:
Making recommendations to the Board on non-executive and executive director appointments and the Board’s composition
Reviewing, and making recommendations on, the Board’s structure, size and the balance between executive and non-executive directors
Identifying and screening candidates for Board approval and appointment, and for succession planning for both the Chairman and CEO

Social and Ethics Committee

This Committee (formerly the Transformation Committee) currently comprises five non-executive directors. Meeting at least quarterly, the committee monitors the company’s activities, taking into account any relevant legislation, other legal requirements or prevailing codes of best practice, regarding:
Social and economic development, including the company’s standing in terms of the goals and purposes of the 10 principles set out in the UN Global Compact Principles, the OECD recommendations regarding corruption, the Employment Equity Act and the Broad-Based Black Economic Empowerment Act
Good corporate citizenship, including our promotion of equality, prevention of unfair discrimination and reduction of corruption; contribution to development of the communities in which we operate; and record of sponsorship, donations and charitable giving
The environment, health and public safety, including the impact of our activities
Consumer relationships, including our advertising, PR and compliance with consumer protection laws
Labour and employment, including our standing in terms of the International Labour Organisation Protocol on decent work and working conditions, and our employment relationships and contribution to the educational development of our employees
Enterprise development and related training initiatives
Our BEE equity ownership arrangements, funding structures and, from time to time, potential new BEE equity ownership participants
The procurement of fund management, property management and/or administrative services by contract to the company
Property Sector Transformation Charter compliance
Periodic reviews of our transformation philosophy and strategy

The committee is also responsible for:
Drawing matters within its mandate to the attention of the Board, as occasion requires
Reporting, through its Chairman, to the shareholders at the company’s annual general meeting on matters within the committee’s mandate

Executive Management Committee (Exco)

The Executive Management Committee includes the executive directors, fund directors, heads of Human Resources and Marketing, the heads of the two regional offices and the Chief Information Officer. The committee meets monthly to review operations, monthly and quarterly results. It also considers company policy and strategic issues. The committee annually reviews the strategic plan and budgets before these are submitted to the Board and its respective committees for approval.

Deal Forum

The Deal Forum comprises the Exco members and is chaired by the CEO. Its primary purpose is to discuss, consider and, if appropriate and subject to levels of authority in place, approve:
Potential acquisitions or disposals from R20 million upwards
All developments or substantial re-developments
Due diligence reports for proposed transactions
Completed deals as necessary

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