The Board
The Redefine International Board supports the principles of good corporate governance as set out in the UK Corporate Governance Code published by the Financial Reporting Council in May 2010 (the "Code"). Following the listing of the Company's major shareholder, Redefine Properties International Limited, on the JSE, the Board has resolved to also comply with third King Report on Governance for South Africa 2009 based on the Code of Governance Principles for South Africa 2009 (collectively referred to as "King III").
The Board comprises the Chairman and eight Non-Executive directors, five of which are considered to be independent.
Ita McArdle has been appointed by the Board as the Senior Independent Director.
In accordance with the Code and King III the Board has established a number of committees to provide detailed attention of its responsibilities and which operate within defined, written terms of reference.
These are:
Audit and Risk Committee
- Stewart Shaw Taylor (chairman) - Independent Non-Executive Director, with over 30 years financial experience.
- Gavin Tipper - Non-Executive Director
- Michael Farrow - Independent Non-Executive Director
- Mark Taylor - Independent Non-Executive Director
The audit and risk committee will provide an independent and objective review of the information presented by management on corporate accountability and associated risk, taking account of reports by management and the audit committee to the Board on financial, business and strategic risk. Risk includes market risk, credit risk, liquidity risk, operational risk and commercial risk.
Terms of Reference : Audit and Risk Committee
Investment Committee
- Marc Wainer (chairman) - Non-Executive Director
- Richard Melhuish - Independent Non-Executive Director
- Michael Farrow - Independent Non-Executive Director
The investment committee will meet when necessary to consider acquisitions, development and sales of investment properties and acquisitions and disposals of property related listed securities. All members of the investment committee have extensive experience and technical expertise in the commercial property industry. It will approve acquisitions, disposals and capital expenditure in line with limits delegated to it and strategy determined by the Board.
Terms of Reference: Investment Commitee
Nomination Committee
- Richard Melhuish (chairman) - Independent Non-Executive Director
- Greg Clarke - Independent Non-Executive Director
- Stewart Shaw Taylor - Independent Non-Executice Director
Board appointments shall be conducted in a formal and transparent manner by the Board as a whole, assisted by the nomination committee, free from any dominance of any one particular shareholder.
Terms of Reference : Nomination Committee
Remuneration Committee
As the Board has no executive directors, it does not consider it necessary to establish a separate Remuneration Committee.