Corporate Governance

Industrials REIT is a Guernsey-registered UK REIT. It is listed on the Specialist Fund Segment of the London Stock Exchange and on the Main Board of the Johannesburg Stock Exchange.

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The Board endorses the principles of fairness, responsibility, transparency and accountability, and is committed to unwavering standards of business integrity and ethics in its activities. We fully recognise the fact that robust corporate governance practices enhance both shareholder value and the long-term sustainability of our business and, as such, we regularly review and benchmark the Group’s governance structures and processes to make certain that they support effective and ethical leadership, good corporate citizenship and sustainable development.

We also adhere to the governance outcomes contained in the King IV Report on Corporate Governance for South Africa (King IV) of ethical culture, good performance, effective control and legitimacy in South Africa. See below to view the full 2021 King IV Governance Outcome Report setting out how the King IV principles and recommended practices have been applied.

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Governance structure

Board of Directors

Key responsibilities

Responsible for the Group’s purpose, values and strategy, and the promotion of its long-term sustainable success. It develops and reviews the Group’s strategy and ensures that adequate internal controls and risk management processes are in place. It is also responsible for ensuring effective communication with all stakeholders. Certain matters are reserved for the Board’s approval, with other matters delegated to the committees of the Board or the executive directors as appropriate.

Audit and Risk Committee

Key responsibilities

Oversees the external audit process, financial reporting, internal controls and risk management framework, and assesses the need for an internal audit function.

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Nomination Committee

Key responsibilities

Reviews the Board composition and recommends changes, reviews the independence of directors, responsible for succession planning and annual board evaluation.

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Remuneration Committee

Key responsibilities

Determines the remuneration policy, sets the executive directors and senior management remuneration, and approves annual and long-term performance objectives and awards.

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Social and Ethics Committee

Key responsibilities

Responsible for sustainable, social and economic development, responsible corporate citizenship and labour and employment relationships.

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Audit and Risk Committee

The Audit and Risk Committee meets at least three times a year. It is responsible for monitoring the integrity of our financial statements and accounting policies and practices, ensuring we maintain an effective system of internal financial control and reporting.

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Audit and Risk Committee

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It oversees the internal and external audit processes, the provision of any non-audit services, and the application of a combined assurance model. It reviews and recommends for approval by the Board the interim and annual financial statements, considering compliance with regulatory and listing obligations, and considering and recommending the going-concern assumption adopted by the Board.

The Committee is also responsible for advising the Board on current and potential future risk exposures of the Group, promoting a risk awareness culture within the Group and ensuring the risk management process is effective and continuously developed. The Committee ensures that risk exposures across the business are effectively managed and reduced to acceptable levels.

Remuneration Committee

The Remuneration Committee meets at least twice a year and is responsible for determining specific remuneration packages for the executive directors and certain senior executives of the Group, including pension rights and any compensation payments.

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Remuneration Committee

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It also recommends and monitors the level and structure of remuneration for senior management and oversees the implementation of share option or other performance-related schemes.

Nomination Committee

The Nomination Committee meets at least twice a year and is responsible for considering and recommending to the Board candidates for appointment to the Board and the Board committees.

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Nomination Committee

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It is also responsible for keeping the structure, size and composition of the Board under regular review and for succession planning.

Social and Ethics Committee

The Social and Ethics Committee meets at least once a year and is responsible for matters relating to social and economic development, responsible corporate citizenship, sustainable development, consumer relationships and employment relationships.

Read the full terms of reference of the
Social and Ethics Committee

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