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Committees established by the board assist the board in the discharge of its duties. To further promote sound corporate governance, the Chief Executive Officer is present at all board committee meetings of which he is not a member, by standing invitation.
The board committees have unrestricted access to company information and any resources required to help them fulfill their responsibilities, including professional advice which is paid for by the company.
The board is responsible for determining and amending, as necessary, the scope and responsibilities of the committees, and the appointment of new members. The board and its committees also undergo annual self-assessment coordinated by their respective Chairmen, with formal feedback given to each committee and the board. |
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This committee comprises four independent non-executive directors, including the Chairman of the Risk Management Committee. The Chief Executive Officer, executive directors, Financial Director, external auditors, Head of Internal Audit and Risk Management, fund directors and Chief Operating Officer of Growthpoint Management Services are present at meetings, by standing invitation.
The committee considers that it has adequately performed its functions in terms of its mandate, the code of corporate practices and conduct and the Companies Act, 1973, as amended (notably by the Corporate Laws Amendment Act, 2006).
The committee meets at least quarterly and is responsible for:
- Reviewing the annual financial statements before they are presented to the board
- Reviewing internal control systems with reference to the findings of the internal and external auditors
- Considering any changes in accounting policies and financial disclosure requirements
- Considering any recommendations of the internal and external auditors
- Reviewing the tenure of the external auditors, setting and approving the external auditors’ fees for their audit and approving any non-audit work to be performed by the external auditors
The committee is satisfied with external auditors’ confirmation of their independence and that the audit of the 2009 annual financial statements has been carried out by the external auditors without any restriction of the audit’s scope.
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This committee comprises four independent non-executive directors, including the Chairman of the Audit Committee. The Chief Executive Officer, executive director, Financial Director, fund directors, Head of Internal Audit and Risk Management and Chief Operating Officer of Growthpoint Management Services are present at meetings, by standing invitation.
The committee meets at least quarterly and its responsibilities include:
- Reviewing the company's risk management function, internal control systems, risk philosophy, strategies and policies, and risk-related performance measures and indicators
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The committee comprises five independent non-executive directors and the Chief Executive Officer. It assists the board in discharging its duties relating to transactions involving Growthpoint's property portfolio and portfolio management, as well as review and approval of property budgets and valuations.
The committee meets at least twice a year and its role is to:
- Review the annual net income budget, proposed capital expenditure budget and projected earnings for the linked units for the next financial year
- Appraise proposed purchases and sales of property which exceed the levels of authority of the executive directors
- Evaluate proposed unbudgeted capital expenditure which exceed the levels of authority of the executive directors
- Review the annual valuation performed on the property portfolio for recommendation to the board as the directors’ valuations to be adopted for annual financial statements
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The Remuneration Committee consists of the board’s Chairman, the board’s Deputy Chairman, the Chief Executive Officer and one other independent non-executive director. The terms of reference of the committee, which meets quarterly, are to:
- Make recommendations to the board regarding remuneration of directors
- Approve annual salary increases, bonus payments and Growthpoint staff incentive scheme option allocations
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This committee consists of the independent non-executive directors in office from time to time, and is chaired by the board's Chairman.
The committee, which meets as and when required to consider and interview candidates considered for appointment to the board, is responsible for:
- Making recommendations to the board on the appointment of new directors
- Ensuring new directors are adequately informed on Growthpoint's business
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The committee comprises four independent non-executive directors. The Chief Executive Officer and Financial Director attend meetings of the committee.
The committee, which meets at least four times a year, has the following responsibilities:
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