1. Introduction
1.1 Equites Property Fund Limited (“Company”) is committed to being a responsible, transparent and ethical business, maintaining the trust of all our stakeholders and ensuring that the highest ethical standards are complied with in all of our operations and engagements.
1.2 This Conflicts of Interest Policy provides guidance to Directors regarding conflicts of interest and the manner in which conflicts of interest are to be appropriately managed, to ensure compliance with various legislative, governance and compliance requirements which the Company is subject to. Moreover, the Conflicts of Interest Policy is part of the creation of an ethical culture within the Company which is paramount to its long term success.
2. Purpose
The primary purpose of this Conflicts of Interest Policy is to –
2.1 assist the Directors with their fiduciary duty to act in the best interests of the Company, and in so doing, avoid conflicts of interest and/or adhere to all prescribed processes where a conflict arises;
2.2 promote transparency and provide a framework for the identification and management of conflicts of interest; and
2.3 document the process to be followed for the Disclosure of Interests.
3. Definitions
For the purpose of this policy, unless the context indicates otherwise, the following words and expressions shall bear the following meanings –
3.1 “Act” means the Companies Act, No. 71 of 2008, as amended from time to time;
3.2 “Board” means the board of directors of the Company;
3.3 “Company Secretary” means the company secretary of the Company;
3.4 “Conflicts of Interest Policy” means this Conflicts of Interest Policy governing the manner in which conflicts of interest are to be regulated;
3.5 “Conflicts Declaration” means the conflicts of interest declaration, which shall be made by all Directors in terms of section 74 of the Act and which shall record all of the Interests of the Directors, as set in Annexure A hereto;
3.6 “Director” means a director, including a director a non-executive director, of the Company;
3.7 “Disclosure” means a disclosure of an Interest by a Director in terms of section 75 of the Act and in accordance with paragraphs 4, 5 and 6 of this Conflicts of Interest Policy, which disclosure must describe the general nature of the Interest and which must contain sufficient detail to enable the Board to adequately consider the Interest and the gains or advantages that the Director may have as a result thereof;
3.8 “Interest” means a personal financial interest, whether direct or indirect, in respect of any contract, agreement, commercial transaction or business dealings, or proposed contract, agreement or commercial transaction or business dealings, with and/or in relation to the Company;
3.9 “Material” means material as defined in the Act; and
4. General Disclosures
3.10 “Related Person” means a related person as defined in the Act.
4. General Disclosures
4.1 Directors are legally obliged to act in the best interest of the Company, to act with due care in discharging their duties as Directors and to declare and avoid conflicts of interest. It is the duty of each Director who, in any way, has an Interest to Disclose such Interest to the Board.
4.2 A Director may at any time Disclose any Interest, by delivering to the Board, a notice in writing stating the nature and extent of his or her Interest (“Notice”) and by updating the Conflicts Declaration. The Notice will remain operational until it has been changed or withdrawn by the Director by written notice to the Board.
4.3 When making Disclosures, Directors are required to disclose the following:
4.3.1 the Interest that he or she or a Related Person has and its general nature, before any decision in relation to that particular matter is made;
4.3.2 any Material information relating to the matter and known by him or her must be disclosed to the Board; and
4.3.3 any observations or significant detail relating to the matter, should this be requested by the Board.
4.4 The Company will maintain the Conflicts Declaration which shall, inter allia, record the following in respect of each of the Directors:
4.4.1 details of all shareholding in the Company, whether such shareholding is direct or indirect;
4.4.2 details of all other directorships, trusteeships or close corporation memberships; and
4.4.3 details of whether a Director has any Interest.
4.5 The Company Secretary will be the custodian of the Conflicts Declaration. Notwithstanding this, a mandatory and positive duty is imposed on of each Director to ensure that the Conflicts Declaration is complete, true, correct, accurate and up-to-date in all respects.
4.6 Where a Director has an Interest, he or she is prohibited from making, participating in the making, influencing, or attempting to influence any decision in relation to that particular matter.
5. Disclosure at a Board meeting
5.1 At the start of each meeting of the Board, Directors will be required to confirm whether he or she or a Related Person has any Interest in respect of a matter on the agenda of the Board meeting.
5.2 In the event of an Interest in respect of a matter on the agenda of the Board meeting, Directors are required to disclose the following:
5.2.1 the personal financial interest that he or she or a Related Person has and its general nature, before the matter is considered at the meeting;
5.2.2 any Material information relating to the matter and known by him or her must be disclosed at the meeting; and
5.2.3 any observations or significant detail relating to the matter, should this be requested by the other Directors.
5.3 Where a Director has an Interest in respect of a matter on the agenda of the Board meeting (“Conflicted Director”), the Conflicted Director must recuse him or herself from the respective Board meeting when that matter is to be considered and may not take part in the discussions, except by first providing material information relating to the matter and known by him or her.
5.4 The recusal of the Conflicted Director as set out in paragraph 5.3 will not have an impact on the quorum of the Board meeting as he or she will be considered present for quorum purposes, but for voting purposes, will be considered absent.
6. Disclosure in relation to an existing matter
6.1 If a Director acquires any Interest in an agreement or other matter in which the Company has a Material interest, after the agreement or matter was approved by the Company, the Director must promptly disclose to the Board the nature and extent of the Interest and the material circumstances relating to the acquisition of the Interest.
6.2 The Director referred to in paragraph 6.1 will be required to deliver a notice in writing to the Board stating the nature and extent of his or her Interest and update the Conflicts Declaration accordingly.
7. Review of Conflicts of Interest Policy
7.1 The Conflicts of Interest Policy will be subject to review on a bi-annual basis.
7.2 Any recommended changes to the Conflicts of Interest Policy should be submitted to the Company Secretary at least 7 (seven) days prior to the date of the review.
8. Availability of Conflicts of Interest Policy
8.1 A copy of this Conflicts of Interest Policy and other relevant and related documentation will be made available at the request of any of the Directors.
Download here: Annexure A - Conflicts of Interest Policy
NOTE: policy is subject to change from time to time.
