SA Corporate is a JSE-listed Corporate REIT (Real Estate Investment Trust).
The Board of Directors of SA Corporate Real Estate Limited are committed to conducting the business affairs of the Group with the utmost good faith, the highest level of ethics and in accordance with generally acceptable practices within the constraints of industry norms, thus ensuring timely, relevant and meaningful reporting to shareholders and other stakeholders.
- Statement of corporate governance
- Governance structures
- Directors' responsibility and going concern
- MOI, charters, policies and checklists
The Board of Directors of SA Corporate Real Estate Limited endorses and has adopted and applied the principles of good corporate governance as contained in the King IV Report on Corporate Governance 2016 in all material aspects. In supporting King IV, the directors are committed to conducting the business affairs of the Group with the utmost good faith, highest level of ethics and in accordance with generally acceptable practices within industry norms. The Board is also committed to comply with all relevant legislation including but not limited to, the Companies Act, the JSE Listings Requirements and the Company's Memorandum of Incorporation.
Board of directors
The Board has adopted a charter that has been aligned with King IV that regulates how the business is to be conducted by the Board in accordance with the principles good governance, allowing for specific responsibilities to be discharged by the Board collectively and others to be delegated, whilst at all times acting in the best interests of the Company's shareholders. The charter sets out the rules for its composition, frequency of meetings, the roles and responsibilities of the Board, including those of the individual directors, the establishment of committees, policies and procedures to be adopted, director fee and annual evaluations. The Board currently consists of 10 directors, of which eight are independent non-executive (including the Chairman) and two are executive. Vetted nominations from the Nomination Committee are considered by the Board as a whole. Directors are appointed through a transparent and formal process. All directors, executive and non-executive, when appointed are inducted according to a programme in order to make them au fait with the workings of the Group, its businesses and its strategies. The Board meets at least quarterly with additional meetings being held as necessary.
The Board is responsible for the strategic direction of the Group, maintains full and effective control of the Group and is ultimately responsible for ensuring that the business is a going concern. To assist the Board in effectively discharging its responsibilities the following committees have been established:
1. Nomination committeeThe main role of the committee is to ensure that the composition of the Board and committees in terms of structure, skills, experience and diversity are regularly reviewed and maintained at levels deemed appropriate to meet sound corporate governance practices. The committee is responsible for recommending candidates to the Board. The committee comprises of three independent non-executive directors. The Chairman of the Board serves as Chairman of the committee. The committee meets at least twice per annum.
2. Remuneration committee
This committee ensures that remuneration policies and practices including incentive schemes for staff are designed to create sustainable value for the Company over the long term, through the reward of behaviour that drives the strategic objectives of the Company. Remuneration of executives and senior staff is based on the following four core principles:
- Sustainable value creation
- Appropriate pay mix
- Transparent alignment of remuneration
- Regular annual review
The committee is chaired by an independent non-executive director, and includes a further three independent non-executive directors. This committee meets at least twice per annum.
3. Audit committee
This statutory committee has an independent role with accountability to the board and shareholders. Its responsibilities covers the following functions, processes, controls and assurances:
- External audit
- Internal audit and controls
- Financial reporting
- Oversight of integrated reporting
- Oversight of risk management
- Combined assurance
- Competence of the finance function
- Other statutory and delegated duties
This committee comprises four independent non-executive directors and is chaired by an independent non-executive director. The composition of the committee is approved at the shareholder AGM. The Managing Director, Financial Director and representatives of the external and internal auditors attend by invitation. This committee meets at least three times per annum and there are also confidential meetings with the internal and external auditors at least once a year without Management being present.
4. Risk and compliance committee
The role of the committee is to assist the Board to ensure that the Group has implemented an effective risk management policy and plan, framework and processes that will enhance the Group’s ability to achieve its strategic objectives. It oversees the integration of risk management into the strategic and business planning process and the day-to-day operations and also monitors compliance with all relevant statutory and regulatory requirements.
Management is responsible for managing risks on a day-to-day basis. Key and significant risks are evaluated on an ongoing basis and each Board committee reviews the risks within their mandate. The combined risk registers are presented to and discussed along with the management actions to control them at the Risk and Compliance Committee and Board meetings. The risk management policy and plan and appetite and tolerance for risks are reviewed annually and the committee monitors that risks are managed within the approved levels of tolerance and appetite.
The Managing Director is a member of the committee and the other two members including the Chairman of the committee, are independent non-executive directors. The Financial Director attends by invitation. This committee meets at least twice per annum and holds a risk workshop once a year.
Notwithstanding the above committee’s responsibility with regard to risk management, the directors acknowledge that risk management is ultimately a Board responsibility. The Board is satisfied with the systems of internal control and risk management are adequate and effective.
5. Investment committee
The focus of the committee is investment strategy formulation and implementation, property developments, acquisitions and disposals. This committee currently comprises five directors which includes the Managing Director. Four members, including the Chairman, are independent. Four meetings are scheduled each year but the committee meets as and when required to consider investment and disinvestment opportunities. The Company’s asset managers attend by invitation.
6. Social, ethics and environmental committee
The statutory social and ethics committee’s duties were expanded to stakeholder relations, transformation and environmental issues. The Financial Director and two independent directors serve on this committee. The Chairman is independent. The Managing Director attends by invitation. The committee meets at least three times per annum.
Communications with stakeholders and shareholders
The Group is committed to effective communication with stakeholders and shareholders. SA Corporate has formalised its stakeholder engagement and communication process aimed at ensuring complete and accurate dissemination of information to its stakeholders with the endeavour to communicate as broadly and non-selectively as possible. To this end various policies governing communication with interested parties and methods of engagement are in place. For shareholders and analysts these include interim and annual results presentations, interim and annual results, one-on-one meetings, press articles, roadshows, SENS announcements, the Integrated Annual Report, AGM and the website.
All dealings by directors are regulated by the JSE Listings Requirements. An Information and share dealing policy governs the communication of all market sensitive information and director share dealings. A director may not deal in SA Corporate shares without obtaining written clearance from the Chairman. Closed periods include the period from 1 January until the release of the final results in late February, and from 1 July until the release of the interim results in late August.
The asset management function of the Company is done internally by SA Corporate Real Estate Fund Managers Proprietary Limited. Broll Property Group Proprietary Limited and Afhco Property Management Proprietary Limited have been contracted to provide the property management services for the portfolio.
Company secretary and registered office
South Wing, First Floor Block A The Forum North Bank Lane Century City, 7441 South Africa
Tel: +27 (0)21 529 8404
SA Corporate Real Estate Fund Managers Proprietary Limited
59 Sivewright Avenue, New Doornfontein, Johannesburg, 2094
Broll Property Group Proprietary Limited
61 Katherine Street, Sandown Ext 54, Sandton, 2196. PO Box 1455, Saxonwold, 2132
Tel: +27 (0)11 441 4000
Afhco Property Management Proprietary Limited
1st Floor, Afhco Corner, 64 Siemert Road New Doornfontein, Johannesburg
+27(0)11 224 2400
Deloitte & Touche
1st Floor, The Square, Cape Quarter, 27 Somerset Road, Green Point, Cape Town, 8005. PO Box 578, Cape Town, 8000
BDO South Africa
Wanderers Office Park, 52 Corlett Drive, Illovo, Johannesburg, 2196
Computershare Investor Services Proprietary Limited
Rosebank Towers, 15 Biermann Avenue. Rosebank, 2196. PO Box 61051, Marshalltown, 2107
Tel: +27 (0)11 370 5000 Fax: +27(0) 11 688 5218
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
3rd Floor, Corporate Place, Nedbank Sandton, 135 Rivonia Road, Sandown, 2196. PO Box 1144, Johannesburg, 2000
First National Bank, a division of FirstRand Bank Limited Corporate Banking
24th Floor, Portside Building, 5 Buitengracht Street, Cape Town, 8001, PO Box 367, Cape Town, 8000
It is the directors’ responsibility to prepare financial statements that fairly present the state of affairs of the Group.
The external auditors are responsible for the independent auditing and reporting on the financial statements. The directors are of the opinion that adequate accounting records are maintained and that no major deficiencies exist in the system of internal controls, which controls are subject to ongoing review and improvement.
The directors are of the opinion that the Group has adequate resources and funding facilities to continue in operation for the foreseeable future and the financial statements have accordingly been prepared on a going-concern basis. The external auditors concur in this respect with the directors.
|Memorandum of Incorporation||
|Audit Committee terms of reference||
|Risk and Compliance Committee terms of reference||
|Nomination Committee terms of reference||
|Remuneration Committee terms of reference||
|Investment Committee terms of reference||
|Social, Ethics and Environmental Committee terms of reference||
|Code of Ethics||
|Code of Conduct||
|Forfeitable share incentive plan rules||
|Tax dispensation for REITs||
|King IV Principles Narrative Disclosure||