The Board and
Board of Directors
The Board comprises five Independent Non-Executive Directors, two Non-Independent Non-Executive Directors, and three 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 operations of subsidiary companies is delegated to management. The directors’ varied backgrounds and experience gives NEPI Rockcastle a good mix of 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.
Appointment of Directors
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. The 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.
Board Committees composition
Without abdicating accountability, the Board delegates certain functions to well-structured committees, comprised of part of its Directors. Taking into account its role and responsibilities, the Board considers that the following Committees are necessary to properly discharge some of its duties:
The role of each Committee, together with responsibilities, accountabilities, operating guidelines are documented in the Committees Charters. All Charters are approved by the Board and shall be reviewed periodically, considering regulatory guidance and industry best practices, to ensure the Board and its Committees are adaptive and responsive to new requirements and continue to practice strong oversight.
Chairman: George Aase
Members: Andre van der Veer, Antoine Dijkstra, and Andreas Klingen
The Audit Committee is established to assist the Board in discharging its duties related to overseeing the combined assurance model at group level, respectively:
- ensure the safeguarding of assets;
- monitor the adequacy of the internal control system;
- monitor the preparation of interim and annual financial reports and statements that fairly present the results in compliance with all applicable legal requirements and accounting standards;
- nominate external auditors whose appointment is subject to shareholders’ approval;
- interact with internal and external auditors.
Chairman: Desmond de Beer
Members: Robert Emslie, Andre van der Veer, Steven Brown, Alex Morar and Marek Noetzel
The role of the Investment Committee is to consider potential investments (including mergers and acquisitions, listed securities, capital expenditure for developments or extensions, purchases of land) and disposals, in line with the strategic goals of the Group.
Further to such analysis, the investments or disposals, shall be either approved by the Investment Committee – if within its mandate – or shall be further submitted to the Board for consideration and approval.
Chairman: Andre van der Veer
Members: Robert Emslie and George Aase
The role of the Remuneration Committee is to support the Board in discharging its responsibilities related to the Group remuneration policy and remuneration approach. The Remuneration Committee objectives are to:
- oversee the Group’s remuneration policy while ensuring that the main principles and performance indicators are aligned to the Board’s vision, values and overall business objectives and are designed to motivate the Directors and employees to pursue the Group’s growth and success;
- monitor implementation and administration of the remuneration policy;
- annually review and recommend to the Board the remuneration to be paid to non-Executive Board members;
- annually review and recommend to the Board the remuneration for Executive Directors in accordance with the remuneration policy and targets achieved;
- ensure staff and Directors’ remuneration is aligned with market trends and the Group’s strategy.
Chairman: Antoine Dijkstra
Members: Andre van der Veer, George Aase, Andreas Klingen and Steven Brown
The Risk Committee is established to assist the Board in:
- exercising oversight over enterprise risk management processes;
- ensuring that the Group has implemented an effective approach to risk management that will enhance its ability to achieve its strategy and business objectives. The Risk Committee will ensure that the enterprise risk management processes are widely disseminated throughout the Group, are integrated into its day-to-day activities, and that risk assessments are performed on a continuous basis.
Chairman: Robert Emslie
Members: Antoine Dijkstra and Desmond de Beer
The Nomination Committee is established to support the Board in discharging the following duties:
- identify suitable Board candidates in order to fill vacancies, based on the criteria defined in the Board Profile Paper to ensure the appropriate mix and diversity;
- ensure that there is a succession plan in place for key Board members;
- formally assess the independence of Non-Executive Directors;
- arrange the evaluation of the performance of the Board and Committees on an annual basis;
- arrange for an appropriate training and development programme for Board members, as well as an induction programme for newly appointed Directors.