The Growthpoint Properties Limited Board of Directors (the Board) is responsible for leading the company with integrity.

The Board is the focal point and custodian of the governance framework including through its committee structures. Good governance at Growthpoint contributes to living our values through enhanced accountability, a transparent and ethical culture, sound risk management, a focus on effective control and robust performance of the business. We optimise the use of our capitals and address our key risks while taking advantage of existing opportunities.

In a very uncertain and unstable operating environment, with increased regulatory and financial pressures due to business failures, the company acknowledges the need to carefully maintain a balance between delivering on the expectations of shareholders, regulators and other stakeholders and ensuring a sustainable business. Tough decisions had to be made during the financial year to achieve the latter amid the continuing pandemic.

Creating value with good corporate governance

By upholding the highest possible corporate governance standards, Growthpoint provides all its stakeholders with the assurance 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. By ensuring that our structured governance frameworks are firmly in place and that the various governance processes are incorporated in all our activities, 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 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 past 24 months due to the rejuvenation process. We are confident that the Board has 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.

Philosophy

The creation of value is at the heart of integrated thinking and governance in Growthpoint and therefore extends beyond legislative and regulatory compliance. Management strives to foster an enterprise-wide culture of good governance linked to the company’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.

Legislative and regulatory compliance

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

The Board of Directors

As at the date of issue of this report, Growthpoint had a unitary Board comprising 14 directors in total: four Executive Directors and 10 Non-executive Directors, 8 of whom are regarded by the Board as independent.

Board composition

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

Independence of the Board

In FY20, the Board conducted its annual independence assessment of the Non-executive Directors using an independent consultant, who oversaw the process and confirmed its integrity. As there were no changes to the Board in FY21 this independence assessment was confirmed.

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

Diversity and inclusion
The Board has adopted a Board-level gender diversification policy with a voluntary 30% target for female representation, including black women. (Currently, the three female Directors represent 21% of the total number of Directors.)
Gender diversification
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.
Governance structures

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

Skill and experience

The process to rejuvenate the Board commenced during 2019 with an independent skills profiling and assessment to enable proper succession planning. This assisted Growthpoint to ensure that the skillsets of newly appointed Directors are complementary to those of the current Directors. Skills gaps identified during the assessment have now, to a large extent, been addressed.

As a result of the rejuvenation process, in 2019 Mr FM Berkeley and Mr JA van Wyk were appointed by the Board and in 2020 the board appointed Mr R Gasant, Mrs KP Lebina and Mr AH Sangqu. On 14 September 2021 Mr M Hamman was appointed. The above appointments are all in the capacity of Independent Non-executive Directors.

Succession

Succession planning to ensure complementary skill sets and experience is an ongoing exercise. We believe in fostering diversity across the organisation. The Board considers candidates who represent a diverse spectrum of skills, age, race, gender and culture. It is committed to women holding Board positions. There are Board policies for gender and racial diversification.

Tenure

We have several longer-serving Directors who, because of their experience and insight, have made a particularly robust contribution to the company.

The Board has resolved that a tenure policy will enhance independence. 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. However, they would be required to resign at each subsequent annual general meeting (AGM) and be re-appointed.


Directors with tenures of 12 or more years as at 30 June 2021

Name of director:     JC Hayward     JF Marais**     NBP Nkabinde
Year of appointment:     2001     2003     2009
Status:     Independent     Non-independent     Independent
Number of years in service     20 years     18 years     12 years
      Retiring at the AGM on 16 November 2021     Retiring at the AGM on 16 November 2021      
** Partner at Glyn Marais Inc. which provides legal services to the Group.      
Limits to additional directorships for Non-executive Directors

The Board has further resolved that the Non-executive Directors on the Board should not hold more than four directorships, including Growthpoint, or one chairman position outside Growthpoint and two Non-executive Director positions including Growthpoint. These positions may not be on a competitor company’s Board.

The Chairman of the Board is limited to one additional chairman position or two Non-executive Director positions outside Growthpoint.

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.

With regard to Non-executive Directors on the Growthpoint Board, additional Non-executive Directorships are subject to approval by the Chairman of the Board. Additional directorships for the Chairman are subject to approval by the Lead Independent Director.

The Chairman of the Board may, at his/her discretion, approve directorships outside of the set criteria or decline to approve additional directorships within the set criteria, if the Chairman considers this to be in the best interests of the company. In exercising this discretion, the Chairman should inform the Board and should not exercise the discretion in respect of himself/herself without Board approval.

Limits to external board positions for Executive Directors

Growthpoint Executives are not permitted to serve on external boards. Any exceptions are subject to the discretion of the Board. Growthpoint Executive Directors may only hold other directorships in Growthpoint subsidiaries and associated companies or in companies set up for personal and/or family purposes that are not in competition with Growthpoint.

Directorships in Growthpoint subsidiaries

GOZ   C&R   Re-election of Directors and new appointments

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

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

  • Board: LN Sasse, EK de Klerk and JF Marais
  • Audit, Risk and Compliance Committee: EK de Klerk
  • Nomination, Remuneration and HR Committee: LN Sasse (Chairman) and JF Marais.
  

C&R is listed in the United Kingdom and complies with related legal prescripts. Growthpoint Directors and officers hold positions on the C&R Board and committees, as follows:

  • Board: LN Sasse and G Muchanya
  • Audit Committee: G Muchanya. Attendance by LN Sasse as an observer.
  

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.

Through the Governance and Nomination Committee, the Board recommends (or not, as the case may be) retiring Non-executive Directors for re-election or election at the AGM. Directors who retire by rotation or otherwise at AGMs are those who have been in office the 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 considers appointments of new Directors on the recommendation of the Governance and Nomination Committee. New Directors are adequately informed about Growthpoint’s business, policies, meeting dates and procedures during their 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.

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

Directors’ interests

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 2021 are set out in the AFS note 23 (related-party transactions).

Dealings in the company’s shares

In terms of both company policy and the Listings Requirements of the JSE Limited, Directors of the company and its major subsidiaries, as well as Directors’ associates, Exco members and the Company Secretary, must obtain prior written clearance from the Group CEO and/or Chairman of the Board 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 prior to publishing interim and annual financial results and as and when required in respect of specific corporate actions.

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

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 FY21 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 FY21. Two of the special Meetings were dedicated to strategy (held over three days in total). In all cases where Directors or committee members were unable to attend a meeting, the Board or respective committee granted 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 2/2      4/4**     6/6 
FM Berkeley 8/8 2/2** 7/7**   4/4    6/6 
NO Chauke 7/8     4/4*    4/4* 5/5*
EK de Klerk 8/8 2/2*  4/7*  4/4*  4/4* 3/3* 5/5*
MG Diliza(1) 6/6 1/1        2/2  2/2   
LA Finlay(2) 1/1            
R Gasant 8/8 2/2    7/7    4/4         
JC Hayward 7/8 2/2    3/3    4/4        6/6 
KP Lebina(3) 5/5   4/4   2/2        
SP Mngconkola 8/8     2/2    2/2  4/4   
R Moonsamy(1) 5/6       3/4  2/2   
NBP Nkabinde 8/8     2/2      4/4  2/2 
LN Sasse 8/8 2/2*    4/4*  4/4*   4/5*
AH Sangqu(3) 5/5 1/1    2/2       3/3   
JA van Wyk 8/8 1/1    7/7   4/4   4/4     
FJ Visser(1) 6/6 1/1      2/2        4/4 
G Völkel 8/8   7/7*  4/4*  4/4* 4/4* 1/1 
(1) Mr MG Diliza, Mr R Moonsamy and Mr FJ Visser retired at the AGM of 8 December 2020.
(2) Ms LA Finlay resigned on 7 July 2020.
(3) Mrs KP Lebina and AH Sangqu were appointed on 21 September 2020.
* Executive – permanent invitee.
** By invitation.
Human Resources and Remuneration Committee held two special Meetings in addition to the four normal scheduled Meetings during the period.

Directors’ remuneration

Directors’ remuneration is subject to annual review by the Human Resources and Remuneration Committee (Remco) and recommended to the Board and submitted for approval at the AGM. The fees for FY21 were approved at the AGM held on 8 December 2020.

At its meeting on 31 May 2021, Remco recommended a 4% increase (FY20: Nil) in Non-executive Directors’ remuneration for FY22 and this recommendation was approved by the Board on 14 September 2021.

Shareholders will be asked to approve, by way of non-binding votes, the company’s overall remuneration policy and implementation for FY22. 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 Francois Marais

Non-executive Director

The roles of the Chairman of the Board and the Growthpoint Group CEO are separate, and they operate independently of one another.

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:

The Lead Independent Director

Mr John Hayward

Independent Non-executive Director

The role of Lead Independent Director is to:

Board responsibilities and accountability

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. Directors are required to abide by Growthpoint’s Code of Ethics
and policies promoting ethical behaviour to ensure that they act with independence of mind and integrity.

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

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, leadership and 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.

Access to information

Non-executive Directors have unrestricted access to company information and members of management as well as unrestricted access to Executive Directors. To help them execute 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.

Formal Board and committee self-assessment

In July 2021, the Board, along with the HR and Remuneration, Audit, Property and Investment, Risk Management and Social, Ethics and Transformation committees, conducted a formal self-assessment process. The overall outcome was positive. Feedback was provided to the Board and the respective committees at their Meetings held in August/September 2021.

Code of Ethics and business conduct

The Code of Ethics statement aims to ensure that Growthpoint conducts its business in line with the highest ethical standards.

The statement seeks, in particular, to ensure compliance with relevant legislation and regulations in a manner that is beyond reproach.

Growthpoint has engaged the Gordon Institute of Business Science to conduct an ethics risk assessment and, based on the results, will formulate an ethics strategy. Several policies must be read in conjunction with the Code of Ethics, for example the policies dealing with conflicts of interest, fraud and corruption prevention, anti-corruption and gift declaration policy, protection of personal information and supplier code of conduct.

An essential feature of the strategy is creating awareness of these codes and policies among employees and new entrants via various platforms. Monitoring and reporting to the Board will be via the Social, Ethics and Transformation Committee with Internal Audit providing assurance to the Audit Committee on the effectiveness of the ethics function.

3 Internal audit   4 External audit   5 Board committees
 

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

    

EY acted as the external auditor for Growthpoint SA and its subsidiaries. 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.

    

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

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.

  

All the committees have satisfied themselves that they have fulfilled their responsibilities according with their Terms of Reference during FY21.

Audit Committee
A

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


Rhidwaan Gasant
Chairman


Five independent Non-executive Directors

Meetings

The committee has five scheduled Meetings a year with one session dedicated to reviewing 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 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 auditor
  • 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 FY21 audit has been carried out without restricting the audit’s scope.

Key focus areas for this committee during FY21 have been:

  • The consideration of information detailed in paragraph 22.15(h) of the Listings Requirements of the JSE Limited with regard to the audit firm in its 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 “tax risk and compliance” reports on 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
  • JSE Listing Regulations 3.84(k), which requires an attestation statement to be made by the Chief Executive Officer and Financial Director in the integrated report of all equity issuers listed on the JSE. This requirement is effective for the Growthpoint financial year ending 30 June 2021.

This committee satisfi es itself annually as to the expertise, resources and experience of the company’s fi nance function and the suitability of the Group Financial Director.

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


 

Risk Management Committee
RM

Internal Audit and Risk Management assist the Risk Management Committee with its reviews of risk management controls and procedures.


John van Wyk
Chairman


Four 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:

  • Chairman of the Board
  • 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 FY21 have been:

  • Monitoring finalisation of the IT operating system that was implemented 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
  • Monitoring and reporting on Protection of Personal Information Act (POPIA) implementation
  • Ongoing monitoring of liquidity and the sustainability of the business
  • Monitoring actions taken to ensure compliance with environmental legislation including review and update of leases
  • Monitoring structures and funding of the funds management business.

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

 

Property and Investment Committee
PI

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


Frank Berkeley
Chairman


Three Non-executive Directors

Meetings

This committee meets at least quarterly.

Present at Meetings by standing invitation:

  • Group CEO
  • Group FD
  • CEO: RSA
  • COO: RSA
  • CFO: RSA
  • 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 the 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 FY21 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
  • Robustness of the property valuation process

 

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.

John Hayward
Chairman


Board Chairman and three independent Non-executive Directors

Meetings

This committee meets at least quarterly.

Present at Meetings by standing invitation:

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

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

Furthermore, this committee 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 and preserves 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 the Group CEO, and consults them both when formulating remuneration policy and when determining specific remuneration packages
  • Reviews and approves the succession plan for Executive Directors and executive management.

Key focus areas for this committee during FY21 have been:

  • The structure of executive remuneration
  • Group structure in line with strategy and succession planning
  • Workforce transformation
  • Reporting on remuneration policy and implementation
  • The engagement of major shareholders on executive remuneration structuring
  • Retention
  • Fair and reasonable pay.

 

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 also independently reviews and monitors the integrity of the company’s Non-executive Director nomination and appointment processes.


Francois Marais
Chairman


All the committee chairs and the Chairman of the Board

Meetings

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:

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

Key focus areas for this committee during FY21 have been:

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

  • Broad-based black economic empowerment (B-BBEE) 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.

Andile Sangqu
Chairman


Three Non-executive Directors, two of whom are independent.

Meetings

This committee meets four times a year.

Present at Meetings by standing invitation:

  • Chairman of the Board
  • Group FD
  • COO: RSA
  • CFO: RSA
  • Human Resources Director
  • Head of Corporate Social Responsibility
  • National Procurement Manager
  • Office Development Head
  • Integrated Reporting and Sustainability Officer
  • Head of Sustainability and Utilities

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

Key focus areas for this committee during FY21 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
  • Environmental, Social and Governance (ESG) strategy, implementation and monitoring.

Executive Management committees

Group executive management forum (Group Exco)

Group Exco comprises the four Executive Directors, the COO: RSA, 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 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, the CFO: RSA, the Heads of Asset Management, the Head of Marketing, the Treasury Manager (representing the Group Treasurer), and the Head of Corporate Social Responsibility. 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.

Since the arrival of the pandemic in South Africa from March 2020 (lockdown level 5) and throughout this financial year, the Excos held combined Meetings as and when required, to enable more agile decision making and to support the more regular engagement.

Deal Forum

The Deal Forum comprises the Group CEO, the Group FD, the CEO: RSA, the CFO: RSA, the COO: RSA and the Heads of Asset Management. It 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.

Stakeholder 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: