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The board of directors comprises 12 independent non-executive directors, including the Chairman, and 3 executive directors. For details on the board composition, see the "Directors" section.
In addition to four quarterly board meetings held each year on pre-set dates, directors’ meetings are convened ad hoc as required. Directors’ remuneration is subject to the Remuneration Committee’s annual review and subsequent recommendation to and approval by the board on authority obtained at annual general meetings (AGMs).
The role of the board is to provide strategic direction and leadership, so as to promote shareholder value and to enhance the sustainability of the business, to the benefit of the company and all stakeholders. To ensure they act with independence and integrity, directors are required to abide by our Code of Ethics and policies promoting ethical behaviour. The directors are required to declare their interests in contracts, in accordance with the requirements of the Companies Act. These interests are noted and recorded at each quarterly board meeting.
Non-executive directors are independent of management and free from any relationship that could materially interfere with the execution of their independent judgement. Their business experience enables them to evaluate strategy and act in our best interests. Non-executive directors have unrestricted access to all company information and may meet with management without the presence of executive directors. To help them fulfil their responsibilities effectively, non-executive directors may also seek professional advice, which is paid for by the company.
The board operates in terms of a written charter that sets out its terms of reference, overall purpose, responsibilities and authority, and governs matters such as board membership, meeting procedures and ethical conduct. Various board committees, each with formal terms of reference, also assist the board in fulfilling its objectives. | | | |
One-third or nearest that number of the directors is subject to retirement by rotation and re-election by shareholders at the AGM each year. Such directors are those longest in office since their last re-election and also include directors appointed since the last AGM. The Nomination Committee ensures that all new directors are adequately informed on Growthpoint's business, policies and meeting dates and procedures. This is achieved through the provision of information and by induction. | | | |
The board of directors meets quarterly each year, at scheduled meetings, and ad hoc as and when required. In convening such meetings and any ad hoc or special board meetings, due regard is given to the quorum requirements of Growthpoint's articles of association, as well as the recusal, where necessary, of related party directors and those presented with conflicting interests. | | | |
In terms of policy and the JSE Listings Requirements, directors of the company and its major subsidiaries, and the Company Secretary, must obtain prior written clearance from the Chief Executive Officer and the Chairman of their intention to buy or sell linked units in the company, whether directly or indirectly. This policy is also applied to other members of executive management.
Directors and employees who become aware of price-sensitive information may not deal directly or indirectly in Growthpoint's linked units until such information is made public. Closed periods are imposed on directors and staff in relation to interim and annual financial results and, from time to time, specific corporate actions. | | | |
The Remuneration Committee makes recommendations to the board on the remuneration of directors. The board sets directors’ emoluments for a financial year on the authority obtained from linked unitholders at AGMs. Directors’ remuneration is disclosed in the annual report in line with the disclosure requirements of the JSE Listings Requirements.
During the year under review, the Remuneration Committee confirmed the remuneration philosophy of Growthpoint, taking into account the nature of the organisation and the industry it operates in. Broadly, this philosophy aims to ensure that Growthpoint can competitively attract and retain staff in general and secure key skills and talent in the marketplace through appropriate reward mechanisms. In applying this philosophy, our objective is to remain a leading listed property loan stock company.
This philosophy, together with a revised performance development process and new short-term incentive scheme model, should support our initiatives to attract and develop appropriate skills and reward productive behaviour that drives company results. The long-term incentive scheme gives all employees the ability to own a share of the company and aligns the interests of staff with those of other linked unitholders.
During the year, the Remuneration Committee also conducted a review and benchmarking exercise for the executive management roles in the organisation. Specific attention was paid to role profiling, job sizing and the market relatedness of Growthpoint's executive remuneration. The Remuneration Committee also considered external benchmarks obtained on non-executive directors’ remuneration.
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