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Corporate Governance

 

 

 

 

 

 

CHAIRMEN'S Committee

Composition: Board's Chairman (as committee Chairman) and the chairmen of the Board's committees.

Primary Function: Meets on an ad hoc basis. The committee will also consider appropriate and effective approaches to matters to enhance the Board's efficiency, oversight and guidance.

Audit Committee

Composition: Four non-executive directors, one of whom is the Chairman of the Risk Management Committee. The CEO: RSA, Group FD, external auditor, CFO: RSA and Head of Internal Audit and Risk Management are present at meetings by standing invitation.

Primary Function: The committee has five scheduled meetings a year with one meeting dedicated to the review of the company's IAR. To assist the Board in its supervisory and governance responsibilities with regards to financial related matters.

Risk Management Committee

Composition: Four non-executive directors. Its Chairman is also a member of the Audit Committee. The Board's Chairman, the Group CEO, CEO: RSA, Group FD, External Auditor, CFO: RSA Group Treasurer, Head of Internal Audit and Risk Management, Human Resources Director, Chief Information Officer and external auditor are present at meetings, by standing invitation.

Primary Function: The committee meets at least quarterly, oversees management compliance with risk management policies and procedures, and reviews the adequacy of the risk management framework relative to risks and opportunities identified. The main objective of the committee is to protect the quality, integrity and reliability of the Group's risk management.

Property Committee

Composition: Four non-executive directors. The Group CEO, CEO: RSA, Group FD, COO: RSA, CDIO, Heads of Asset Management, CFO: RSA, Management Accountant are present at meetings, by standing invitation.

Primary Function: It assists the Board with decisions regarding Growthpoint's property portfolio, as well as the review and approval of property budgets and valuations. The committee schedules four meetings a year.

HR & Remuneration Committee

This committee helps to determine the key components of remuneration and performance review criteria for Executive Directors and Senior Management. It also reviews and sets the organisation-wide remuneration policy and philosophy.

Nomination Committee

Composition: Board's Chairman and two independent non-executive directors. The Group CEO, CEO: RSA and the Human Resources Director attend meetings by invitation.

Primary Function: The committee meets at least quarterly and assists the Board by ensuring that formal and transparent policies and procedures for executive and senior management remuneration are established and maintained and 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. The committee furthermore helps determine the key components of remuneration, in conjunction with performance review criteria for executive directors and senior management.

Social, Ethics AND TRANSFORMATION Committee

Composition: Comprises five nonexecutive directors. The Chairman of the Board, CEO: RSA, Group FD, Human Resources Director, Head of Corporate Social Responsibility, National Procurement Manager and National Developments Head attend meetings of the committee.

Primary Function: The committee meets four times a year. Besides the statutory duties of this committee, it also evaluates, monitors and makes recommendations to the Board regarding CSR, Growthpoint's Transformation Philosophy and strategy and Environmental, Social and Governance matters.