This charter regulates how the business is to be conducted by the Board of Directors of the Company, in accordance with the principles of good corporate governance, allowing for the specific responsibilities to be discharged by board members collectively.

For the complete Board Charter click on the botton below.

1. CONSTITUTION
 
1.1.1 Notwithstanding the requirement of the company’s Articles of Association requirement that there shall be not less than one director, there shall be not less than six directors at any one time.
 
1.1.2 The Shareholders shall make appointments to the Board.
 
1.1.3 The directors elect the Chairman.
 
1.2 The Board shall be unitary in nature, balanced between executive and non-executive directors; the objective being that there should be sufficient independent non-executive directors. For information purposes, an extract from the JSE listings requirements of definitions of the categories is included at the end of this document.

1.2.1 Directors shall notify the Board of directorships in other companies.
 
1.3 In addition to their shareholder representation responsibilities (where applicable), non-executive directors shall be chosen for their business acumen and skills pertinent to the business of the Company and shall uphold regulatory and good corporate governance criteria.
 
1.4 There shall be a sufficient number of directors with appropriate proficiencies to ensure that the Board is able to carry out its duties, and there should be an appropriate balance of skills.
 
1.5 The Board should ensure that there is an appropriate balance of power and authority on the Board, such that neither single individual nor group of individuals can dominate the Board.
 
1.6 The roles of the Chairman and the Managing Director shall be separate, and the Chairman shall be a non-executive director.
 
1.8 Executive directors may be appointed to the Board for a period not exceeding five years, and may be reappointed.
 
2. MEETINGS
 
2.1 At least four regular meetings of the Board shall be held each year.  Additional meetings may be held as and when necessary.
 
2.2 Whilst the quorum for a meeting of directors in terms of the Articles of Association is  three the dates of meetings shall be set so as to aim for full attendance.
 
2.3 The Managing Director shall set agendas for the Board meetings in consultation with the Chairman and in terms of a schedule of regular matters.   Board members may request that specific matters be placed on the agenda.
 
2.4 Board papers will be timeously delivered to members so as to ensure that they can be properly briefed prior to the meeting.
 
2.5 Comprehensive minutes of all Board meetings shall be kept.
 
2.6 Decisions required to be taken between meetings may be attended to by the passing a resolution signed by the directors.
 
3. RESPONSIBILITIES
 
3.1 Leadership
 
3.1.1 The Board should exercise leadership, enterprise, integrity and judgement in directing the Company so as to achieve its strategic goals and objectives, in a manner based on accountability and responsibility.
 
3.2 Strategy
 
3.2.1 The Board shall approve the strategic direction of the Company, as embodied in its Strategic Plan,
 
3.3 Control
 
3.3.1 The Board is ultimately responsible for ensuring that the business is a going concern, and to this end must effectively control the Company and its management and be involved in all decisions that are material for this purpose.
 
3.3.2 The Board must retain full and effective control of the Company, and shall consider and approve annually the Company’s Strategic Plan, its Operating and Capital Budgets, and its Performance Criteria.
 
3.3.3 The Board shall give consideration to and approve, subject to any regulatory requirements, all material investments, and acquisitions and disposals of business activities or property of the Company in terms of the approvals framework.

3.3.4 The Board shall define and monitor levels of materiality, reserving specific power to itself and delegating other matters with the appropriate written authority to Board committees and/or recognised management;

3.3.5 Committees established by the Board comprise -
  
 •  Remuneration and Human Resources Committee ;
 •  Risk, Audit & Compliance Committee ;
  
The Board is responsible for determining, and amending as may be necessary, the terms of reference and appointing the members of such committees;
 
The Committees are an aid to assist the Board in discharging its duties and responsibilities and the Board cannot shield behind these Committees.

a) Remuneration and Human Resources Committee:
 
Composition

• To consist of a minimum of three members, all to be non-executive and the majority of the members should be independent directors.
• To be chaired by an independent non-executive director.
 
Scope and Responsibilities

• Recommend to the Board remuneration for executives
• Recommend to the Board remuneration for directors of the Board
• Review the Disciplinary and Grievance Procedures of the company.
• Review the Employment Equity Plan of the Company.
• The remuneration committee shall meet at least once per annum.
 b)  Risk, Audit & Compliance Committee
  
Composition

• Chaired by an independent non-executive director, but not the Chairman of the Board. The Chairman and the Managing Director can be invited to attend meetings.
• Comprise entirely non-executive members with sufficient financial literacy and the majority being Independents.

Scope and Responsibilities

• Review of internal controls and systems.
• Monitoring that decisions taken by the board that effect the RA&CC are followed through.
• Monitoring compliance with the Companies Act,  King II Code on Corporate Governance and other applicable legislation.
• Review the audit management letter.
• Recommend letters of representation and other documentation for board approval.
• Recommend approval of annual reports and interim results to board.
• Agree and recommend accounting policies to board.
• Reporting to board on proceedings of the committee.
• Monitor the corporate risk assessment process, including the consideration of cross border exposure.
• As regards External Audit, the RA&CC should:
• recommend their appointment;
• be satisfied with their independence especially where non-audit services are performed;
• agree the principles and audit scope with the external auditors without limiting their statutory obligations;
• decide on the extent of external verification  of non-financial information;
• decide on the external review of interim results (reasons for not recommending such review should be given to the board).
• Consider problems identified in the going concern assumption.
• Consider the appropriateness and disclosure of related party transactions.

The risk audit and compliance committee shall meet at least three times per annum

3.3.6 The Board must be satisfied that appropriate policies, procedures and practices are in place and are duly observed, so as to protect the Company’s assets, employees and reputation;
 
3.3.7 The Board shall identify and monitor the non-financial issues relevant to the business of the Company;
 
3.3.8 The Board shall ensure that the Company maintains and develops good corporate governance standards, with due consideration to striking an appropriate balance between performance and conformance;
 
3.3.9 The Board must be satisfied that its information needs are fully and timeously satisfied;
 
3.3.10 Members of the Board have access to the advice of the Company Secretary, and may in circumstances, where it is appropriate to do so, take independent professional advice at the Company’s expense.
 
3.4 Risk Management and Internal Controls
 
3.4.1 The Board shall identify and monitor the Company’s key risk areas and key performance indicators;
 
3.4.2 With the guidance of the Risk, Audit and Compliance Committee, the Board must satisfy itself that - 
  
(a) The Company’s risk philosophy, strategies and policies are appropriate to the business, and that there is due compliance with all risk-related policies, procedures and standards;
(b) Internal controls, both operational and financial, are effectively maintained and, where necessary, reviewed;
(c) The technology and systems used in the Company or its Asset Managers and Property Managers are appropriate to its business needs.
  
3.5 Performance
 
3.5.1 The Board should satisfy itself with regard to its performance and effectiveness as a whole, and that of the individual directors;
 
3.5.2 The Board should monitor management in implementing the Company’s Strategic Plan, and in operating against approved budgets and performance criteria.
 
3.5.3 The Board shall review its operation in terms of this charter at least once a year.
 
3.6 Compliance
The Board shall prescribe measures to ensure that the Company complies with all relevant laws, regulations and codes of business practice.
 
3.7 Reporting
  
3.7.1 (a) The Board shall be responsible for the preparation and integrity of the Company’s annual financial statements, and shall ensure that the disclosures contained in the Annual Report are both adequate and meet regulatory requirements;

(b) In approving the annual financial statements, the Board shall record the relevant facts and assumptions on which it relies to conclude that the business will continue as a going concern in the financial year ahead;
  
3.7.2 The Board shall be responsible for -
  
(a) Approving the Company’s Interim and Year End reports and profit and dividend Announcements;
  
(b) Determining dividends payable to shareholders and approving the declaration thereof.
  
3.8 Management
 
With the guidance of the Remuneration Committee, the Board shall satisfy itself that the remuneration levels of the Executive Directors are appropriately determined.
 
3.9 Communication
 
The Board shall ensure that there is effective communication with shareholders.
 
3.10 Directors’ Interests 
 
As legally required, members of the Board must make full and timely disclosures of their other business interests, and particularly those that conflict or might conflict with the interests of the Company.

In every event where a director’s interest is involved, the Board shall put measures in place to ensure that competitive quotations are obtained prior to the Company placing an order for goods or services with such entity in which a director has an interest.   The Chairman, or in his absence the Chairman of the Risk, Audit and Compliance Committee, shall approve  the placing of an order should the lowest quote not be acceptable.

In the event of the leasing of premises or property by the Company in which one or more Directors have any financial or other interest, the lease should be approved by the Board, with all interested directors abstaining from the vote.

For information purposes, an extract from the JSE Listing Requirements on independence of directors has been included below:
 
“ the capacity of each director must be categorised as executive, non-executive or independent, using the following as guidelines to determine which category is most applicable to each director:
(i) executive directors:
are directors that are involved in the day to day management and running of the business and are in full time salaried employment of the company and/or any of its subsidiaries;

(ii) non-executive directors:
are directors that are not involved in the day to day management of the business and are not full-time salaried employee of the company and/or any of its subsidiaries;

(iii) independent directors
are non executive directors who:
(1) are not representatives of any shareholder who has the ability to control or materially influence management and/or the board;
(2) have not been employed by the company or the group of which it currently forms part in any executive capacity for the preceding three financial years;
(3) are not members of the immediate family of an individual who is, or has been in any of the past three financial years, employed by the company or the group in an executive capacity;
(4) are not professional advisors to the company or the group, other than in the capacity as a director;
(5) are not material suppliers to, or customers of the company or group;
(6) have no material contractual relationship with the company or group; and
(7) are free from any business or other relationship which could be seen to materially interfere with the individual’s capacity to act in an independent manner”