The Board and Board Committees
BOARD OF DIRECTORS
The Board comprises five Independent Non-Executive Directors, two Non-Independent Non-Executive Directors, one Non-Independent Non-Executive Alternate Director to Mr. Desmond de Beer and five Executive Directors. The roles of Chairperson and Chief Executive Officers (‘CEO’) are clearly separated to ensure a balance of power and prevent any director from exercising unfettered powers of decision-making. The Board meets regularly and is responsible for strategy, approving major matters, performance and the framework of internal controls. The Board has a formal schedule of matters specifically reserved to it for decision. Responsibility for the day-to-day operational management of subsidiary companies is delegated to the management. The directors’ varied backgrounds and experience gives NEPI Rockcastle a good mix of the knowledge and expertise necessary to manage the business effectively. Further to this, a clear division of responsibilities at Board level is in place to ensure a balance of power and authority, such that no one individual has unfettered powers of decision-making.
Directors are appointed by the Board or at the annual general shareholders’ meeting. Board appointed directors need to be re-appointed by the shareholders at the company’s next annual general meeting. The longest serving third of the directors must be re-appointed by the shareholders annually. Board appointments are conducted in a formal and transparent manner by the Board as a whole, following recommendations made by the Nomination Committee.
Remuneration policy is aligned with the strategic objectives of the Group to create long-term sustainable value for shareholders.
Executive salaries are competitive and increases are determined with reference to individual performance, inflation and market-related factors.
Participation in the Share Incentive Plan is restricted to key employees and Executive Directors and their nominees. Directors’ Share Incentive Plan awards are set annually by the Remuneration Committee, based on individual performance. The Remuneration Committee acts in accordance with the pre-set terms of its Charter.
Dealing in company’s securities by directors, their associates, and company officials is regulated and monitored in accordance with the JSE Listings Requirements and Euronext Amsterdam requirements. NEPI Rockcastle maintains a closed period from the end of a financial period to the date of publication of the financial results.
Members: Desmond de Beer (Chairman), Alex Morar, Spiros Noussis, Robert Reinhardt Emslie and Andre van der Veer
The Investment Committee considers all acquisitions, sales of investments and capital expenditures that support the mission, values, and strategic goals of the Group. Appropriate investments or disposals are then presented to the Board for consideration and approval.
Members: Michael Mills (Chairman), Robert Reinhardt Emslie and Antoine Dijkstra
The Audit Committee, comprising three independent non-executive directors, meets at least four times a year and is responsible for ensuring that the financial performance of the Group is properly reported on and monitored, including reviewing the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies. The Audit Committee considers the appointment and fees of the external auditors and discusses the scope of the audit and its findings.
Members: Robert Reinhardt Emslie (Chairman), Desmond de Beer, Andre van der Veer
The Remuneration Committee, comprising three directors, assesses and recommends to the Board the remuneration and incentivisation of the Group’s management.
Members: Antoine Dijkstra (Chairman), Andre van der Veer, Michael Mills and Nick Matulovich
The Risk Committee, comprising four directors, oversees the development and implementation of the Group’s risk management policy, and assumes overall responsibility for the Group’s system of internal controls.
Members: Dan Pascariu (Chairman), Michael Mills and Robert Reinhardt Emslie
The Nomination Committee, comprising three directors, assists the Board in identifying qualified individuals to become Board members and recommends on the composition of the Board.
Members: Antoine Dijkstra (Chairman), Dan Pascariu and Marek Noetzel
The Social and Ethics Committee oversees and reports on the group’s organisational ethics, responsible corporate citizenship and sustainable development and stakeholder relationships.