Remuneration
During the year the remuneration committee and the nomination
committee were combined for efficiency as certain activities
overlapped. The remuneration and nomination committee meets at
least once a year, which the board deems sufficient to fulfil its purpose
and responsibilities. It is chaired by an independent non-executive,
Gavin Tipper, and further comprises independent non-executive
directors Ethan Dube and Lindie Engelbrecht, and non-executive
directors Stewart Shaw-Taylor and Marc Wainer. The CEO and any
other directors may attend meetings by invitation, but are excluded
from deliberations relating to their individual remuneration.
A formal charter codifies the tasks and responsibilities of the
committee. Updates to the charter to effect application of the
recommendations of the King III Report were approved during the
year.
The committee is responsible for reviewing and recommending to
the board the company’s remuneration philosophy and policies,
for directors and staff. It endeavours to ensure that the company
remuneration strategy reflects the interests of all stakeholders, is
comparable to the general pay environment in the sector, and complies
with relevant principles of good corporate governance. It further
ensures that the balance of fixed and variable pay (in cash, combined
units and other elements) meets the company’s needs and strategic
objectives. In addition, the committee reviews whether the
objectives of the remuneration policy have been achieved.
Executive employment contracts include a notice period and do not
include restraints of trade.
The committee chairman attends the annual general meeting of the
company to liaise with unitholders on any matters under the ambit
of the committee.
 |
Attendance at committee meetings is outlined on page 39 |
Remuneration philosophy
Remuneration for non-executive directors is a base fee,
predetermined annually and approved by unitholders at the
annual general meeting. It is the responsibility of the remuneration
committee to provide the necessary information to unitholders to
enable them to appropriately consider the relevant resolution.
The following are the recommended 2013 fees for non-executive
directors and members of board sub-committees, subject to
approval at the annual general meeting:
| |
2013 |
|
2012 |
| Board chairman |
R285 000 |
|
R265 000 |
| Board member |
R183 000 |
|
R170 000 |
| Audit committee chairman |
R136 500 |
|
R127 000 |
| Audit committee member |
R114 000 |
|
R106 000 |
| Risk committee (member and chairman) |
R40 000 |
|
R21 000 |
| Social and ethics committee member |
R40 000 |
|
R21 000 |
| Remuneration and nomination (member and chairman) |
R40 000 |
|
R21 000 |
| Investment committee (per meeting) |
R5 000 |
|
R5 000 |
Hyprop aims to be regarded as an employer of choice. In order
to ensure the attraction and long-term retention of high calibre individuals, the group offers competitive remuneration packages
which are reviewed annually.
Hyprop’s remuneration structure includes:
Base salary
| • |
At all levels, basic salaries are market-related and benchmarked against industry norms with adjustments made for the employee’s particular experience, qualifications, responsibilities and nature of work. This is reviewed annually. |
Short-term incentives (STI)
| • |
An annual performance bonus at the end of each year aligns annual reward with annual performance and supports retention. KPA measurements are set against benchmarks at property and company levels, for the year. The maximum bonus for senior management (excluding executive directors) equates to six months’ salary, and the minimum to one month’s salary, and is at the committee’s discretion. |
Long-term incentives (LTI)
| • |
These are designed to incentivise senior management, executives, executive directors and other key staff for long term decisions which drive distributions and capital growth and align employee interests with unitholders. Hyprop’s current LTI structure includes a phantom share scheme. A new incentive scheme has recently been proposed and will be submitted to unitholders in 2013 for approval. |
In addition Hyprop’s employees are members of a defined
contribution pension fund which includes death, disability and
funeral benefits.
Structure of remuneration
| |
R’000 |
|
% |
| Base salary |
67 423 |
|
79 |
| Short-term incentive |
14 404 |
|
17 |
| Long-term incentive* |
3 753 |
|
4 |
| |
85 580 |
|
100 |
Short-term incentives (STI's)
Performance reviews of staff have a significant weighting linked to
deliverables. Employees who outperformed during the year are
allocated higher monthly short-term incentives to reward exceptional
performance delivery. Recommendations from general managers,
those from regional executives and executive directors are taken into
account when short-term incentives are allocated.
Long-term incentives (LTI's)
Hyprop’s remuneration policy links STI’s and LTI’s to defined key
report areas (KRA), which form the basis of all assessments of centre
managers and senior management, as well as to Hyprop’s distribution
performance. KRA’s are set and agreed by the Exco and formally
measured.
Remuneration of the top three employees (excluding directors) is
disclosed in note 24.
|
