RDC Property Group conducts business with integrity and its leadership operates on strong ethical foundations. The board directs strategy and operations to build a sustainable business while considering the long- term impact on the environment. Our corporate structure, business, operations and disclosure practices have been strictly aligned to our corporate governance policies. Transparency, accountability, fairness and intensive communication with stakeholders are integral to our functioning.
The board ensures that RDCP acts as a responsible corporate citizen by adhering to corporate governance policies. The board is aware that stakeholders’ perceptions affect RDCP’s reputation. The Group is committed to promoting ethical business practice in all aspects of its operations. The board acts as the custodian for corporate governance.
THE BOARD OF DIRECTORS
The board comprises four executive directors and eight non-executive directors in response to the expansion of the group. The board composition emphasizes director`s independence to promote independent judgement and diverse mind-sets and opinions with relevant expertise ranging from sector and regional experience, company strategy and financial knowledge.
The conduct of the Company’s operations is delegated to the executive management team, which is employed by Property and Asset Management Limited, within predefined authority limits.
The board is ultimately responsible for the leadership and control of the Company. The board agrees a schedule of regular meetings to be held in each calendar year and also meets on other occasions as necessary. There is a schedule of matters specifically reserved for decision at board meetings, as follows:
- Formulating and monitoring implementation of the Group`s long term business strategy
- Identification of key risks that threaten the Group`s ability to achieve its strategy
- Approval of the Group`s investment plans, budgets and forecast and all major development contracts
- Appointment of companies providing property and asset management and project management
- Establishing sound accounting and financial control principles
- Review of reports submitted to the board for approval
- Monitoring operational performance and management
- Ensuring legislative regulatory and governance compliance
- Selecting orientating and evaluating directors; and
- Managing shareholder communication and stakeholder engagement
OPERATION OF THE BOARD
The board meets regularly throughout the year. The directors receive quarterly management accounts and full board papers are sent to each member on a timely basis prior to each board meeting to enable them to discharge their duties. These papers include the minutes of meetings of the board. An induction process is in place to familiarise new board members with the operations of the Group and with the procedures of the board.
Effective governance is achieved by the separation of the roles of the executive Chairman and the management team, as this division of responsibilities ensures a balance of power and authority. The executive Chairman has overall responsibility for ensuring that the Group achieves a satisfactory return on investment for unit holders. He oversees the orderly operation of the board and ensures appropriate interaction between it, executive management and the Company’s unit holders.
The executive Chairman consults with the Lead Independent Nonexecutive Director on all matters where he might be conflicted. The Chief Executive Officer is responsible for developing and delivering the Group’s strategy and is accountable for its overall performance and day to day management.
Attendance at scheduled board meetings during the year ended 31 December 2021.
| Board Meetings | |
|---|---|
| G. R. Giachetti | 4/4 |
| G. Giachetti | 4/4 |
| L. Magang | 4/4 |
| K. Maphage | 4/4 |
| J. Pari | 4/4 |
| A. Bradley | 4/4 |
| B.J. Kenewendo | 4/4 |
THE BOARD
The board is the governance forum for the Group. It is responsible for setting, approving and overseeing execution of the overall strategy and policies. It monitors that management maintain internal controls for assurance effective and efficient operations and complies with the laws and regulations.
The board comprises the appropriate balance of knowledge, skills, experience, diversity and independence. The non-executive directors are individuals who objectively contribute a wide range of industry knowledge and experience to the board and are not involved in the daily operations of the group. All non-executive directors have unrestricted access to executive management at any time.
TERMS OF APPOINTMENT
Non-executive directors have been invited to join the board for a three-year period, subject to re-election by unit holders as provided for in the Company’s Constitution.
The board does not believe that the number of years that a person serves as a director should be limited. Directors who have served for an extended period are able to provide valuable knowledge, and experience necessary to lead the Company and be re-elected.
The following directors have been directors of the Company for more than 9 years:
G. R. Giachetti
G. Giachetti
L. Magang (Lead independent director)
The independence of the lead Independent director has been assessed and discussed at the board. A declaration of interests is completed by each board member and updated at each board meeting. The board has satisfied itself that all directors listed as independent are indeed independent and have declared any interests as required. The board is satisfied with the composition of its directors.
INDEPENDENCE OF DIRECTORS
All the directors bring independent judgement to bear during performance of their duties.
In particular, the board reviewed the position of G. R. Giachetti as Executive Chairman and determined that, despite his executive role, it is confident that the effective separation of duties exists with the management team. The board has appointed Mr. L. Magang as the Lead Independent Non-Executive Director, to assist the Executive Chairman in this regard. With the assistance of the Lead Independent Non-Executive Director, the Executive Chairman executed his powers in an independent manner throughout the financial year, discharges his duties in a consistently independent manner and constructively and appropriately challenges the executive management team and the board.
NOMINATION & REMUNERATION COMMITTEE
Ensures that the Board is well represented and that the fees of the Directors and the Management Company is fair and within market.
The RDC Remuneration Committee comprises members that will bring their collective experience and wisdom to bear on the important matter of executive remuneration.
The Committee will be considering an appropriate reward policy that retains and motivates executives to achieve the long term interests of shareholders.
The Committee is aware of the increasing prominence given to the adoption of appropriate and transparent remuneration policies within corporate governance structures, and will ensure that industry best practice is followed in guiding the RDC Board in this respect.
Whilst the executive directors and the entire management structure is employed by the Asset Manager and its subsidiaries, the Committee will provide oversight and in particular review the recommended short and long term incentives. The Committee will also review and propose remuneration for non-executive board members so as to ensure alignment with shareholder interests.
AUDIT AND RISK COMMITTEE
The audit and risk committee meets three times a year and presents reports to the board.
Subsequent to the end of the financial year and to effectively manage the expanded Group, the following sub-committees were formed: an Environmental Social & Governance Committee, an Investment Committee, a Properties Committee and a Remuneration & Nomination Committee, each with clear terms of reference approved by the board. They are set out below with a brief explanation of their mandate.
The Audit Committee has reviewed and is satisfied with the appropriateness of the expertise and the experience of the Chief Financial Officer.
INTERNAL CONTROLS
The board has overall responsibility for the Group’s system of internal control and for monitoring its effectiveness. The system of internal control applied by the Company is designed to allow reasonable but not absolute assurance against material misstatement or loss.On a regular basis, the board receives reports on the key Issues affecting the business of the Company.
The Company’s Annual General Meeting affords individual unit holders the opportunity to question the chairman and members of the board. Notice of the Annual General Meeting is sent to unit holders at least 21 calendar days before the meeting.
At the meeting, after each resolution has been dealt with, details are given of the number of proxies lodged, together with details of votes cast for and against each resolution.Fees for non-executive directors are determined by the board on an annual basis.
SERVICE CONTRACTS AND LETTERS OF APPOINTMENT
The Company has a service contract with the PAM Group, details of which are disclosed in the directors’ report.
G.R. Giachetti, G. Giachetti, L. Magang and J. Pari are directors of PAM and/or its subsidiaries, which entities provide property management, accounting and secretarial services to RDC. The board reviews the appointment of PAM on a regular basis to assess both competitiveness and service quality. Following the EGM held on 13 August 2021, the terms of the contract between RDC and PAM were modified and approved by the shareholders.
One of the directors, G. Giachetti has a direct interest in the Group’s investment in a joint venture company, HMS1 SA.
G.R. Giachetti, G. Giachetti and J. Pari are directors of Italtswana Construction Company (ICC), which is among the engineering companies providing construction services to the Group. The appointment of ICC, for any construction contracts, is reviewed by the board on a case-by-case basis and generally after recommendation from an independently appointed consulting team managing the entire contractual process, who is in control
of the negotiation, or a completely transparent tendering process.
G.R. Giachetti, G. Giachetti, L. Magang and J. Pari are directors in companies that have material leases of the group as follows:
-Lease over the Chobe Marina Lodge, Kasane, Botswana
– Lease over the Protea Hotel by Marriott, Gaborone, Botswana; which is located in the Masa Centre
– Lease over the Radisson RED Hotel, Rosebank, Johannesburg.
G. Fisher has a direct interest in Capitalgro Property Management (Pty) Ltd, which provides property management services to the Capitalgro Portfolio in South Africa and is a director in a company that has a material lease over the Radisson RED Hotel, Rosebank, Johannesburg.