2022
INTEGRATED
ANNUAL
REPORT
GROUP PROFILE | OUR STRATEGIC BUSINESS CONTEXT | OUR INVESTMENT PERFORMANCE | CORPORATE GOVERNANCE | SUPPLEMENTARY INFORMATION |
CONTENTS
2
3
4
6
10
12
14
16
18
20
23
24
34
36
40
40
42
43
44
48
49
51
52
ABOUT THIS REPORT
ABOUT GPI
Chairman's review
Board of directors
OUR STRATEGIC BUSINESS CONTEXT
Critical relationships and risk management
Stakeholders value creating business model
Material risks
OUR INVESTMENT PERFORMANCE
Chief Executive Officer's review
Salient Features
Group Financial Director's review
CORPORATE GOVERNANCE
Corporate Governance Report
Board committees and reports
- Audit and Risk Committee Report
- Remuneration and Nomination Committee Report
- Remuneration Report
- Implementation Report
- Social and Ethics Committee Report
GENERAL INFORMATION RELATING TO SHAREHOLDERS
GLOSSARY OF TERMS
CORPORATE INFORMATION
Grand Parade Integrated Annual Report 2022 | Grand Parade Integrated Annual Report 2022 1 |
GROUP PROFILE | OUR STRATEGIC BUSINESS CONTEXT | OUR INVESTMENT PERFORMANCE | CORPORATE GOVERNANCE | SUPPLEMENTARY INFORMATION |
ABOUT THIS REPORT
ABOUT GPI
REPORT SCOPE, BOUNDARY
Grand Parade Investments Ltd's ("GPI" or "the Group") integrated annual report 2022 ("this report") provides a succinct review of our strategy and business model, operating context, material stakeholder interests, key risks, and performance and governance practices, covering the financial year ending 30 June 2022. This report is supplemented by our separate Consolidated Annual Financial Statements 2022 ("AFS"). The report focuses on
REPORTING PRINCIPLES TARGET
This report was prepared in accordance with International Financial Reporting Standards ("IFRS"), the JSE Listings Requirements and the Companies Act, No. 71 of 2008, as amended ("the Companies Act"), where relevant. The report has sought to apply the International Framework of the International Integrated Reporting Council ("IIRC"). GPI has applied the majority of the principles and recommendations outlined in theGrand Parade Investments ("GPI") is an empowering investment holding company that holds investments in the gaming sector.
The Company was founded in 1997 for the purpose of partnering with Sun International South Africa (Pty) Ltd as its primary black economic empowerment partner
in the Western Cape. R28 million was raised from over 10 000 previously disadvantaged community members.
Since then GPI has grown its investment portfolio within the gaming industry and currently holds interests in some of the best performing gaming assets in South Africa. GPI is also listed on the main board of the JSE Limited ("JSE").
the activities of GPI as an investment holding company, and includes an analysis of our underlying investments, both in the Executive Reviews section (pages 20 - 27) and the Investment Reviews section (pages 28 - 32), focusing on the most material investments only. Since last year there have been no material changes to the Group's organisational structure.
TARGET AUDIENCE AND MATERIALITY
This report has been prepared primarily for current and prospective investors, although it is also relevant for any other stakeholder who has an interest in GPI's performance and prospects. This report focuses on those issues that we have identified as being most material to our capacity to create value and deliver on our strategic growth objectives. In addressing these material issues, we review what we do (page 3), identify the material interests of priority stakeholders (page 12), assess the principal risks and opportunities arising from the operating context and review our performance and governance practices (pages 34 - 39) aimed at ensuring value.
EXTERNAL ASSURANCES
Independent external auditors, Deloitte & Touche, audited the AFS in accordance with the International Standards on Auditing. The opinion of the external auditors is provided in the full AFS. The Group has not sought external assurance on the contents of this report.
King IV Report on Governance™ for South Africa 2016 (King IV™); a summary of those principles that were not fully applied is presented on the Company's website at www.grandparade.co.za.
FORWARD-LOOKING STATEMENT
This report contains certain forward-looking statements that relate to the financial position and results of the operations of GPI and its investments. These statements, by their very nature, involve risk and uncertainty as they relate to future events and depend on circumstances that may or may not occur in the future. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, global and national economic conditions, interest rates, exchange rates and regulatory delays or changes. The forward-looking statements have not been reviewed or reported on by the Group's external auditors.
APPROVAL OF THE INTEGRATED
ANNUAL REPORT
The Board acknowledges its responsibility to ensure the integrity of the integrated annual report. The directors confirm they have collectively assessed the content of the report and believe that it is a fair representation of the Group's material issues, performance and prospects. The Board has therefore approved the integrated annual report 2022 for release to stakeholders.
INVESTMENT AND EFFECTIVE HOLDING
100% | 30% | 26% | 15.1% | 15.1% |
GPI | Sun Slots | Infiniti Gaming | Worcester | SunWest |
Properties | Africa | Casino | ||
2 Grand Parade Integrated Annual Report 2022 | Grand Parade Integrated Annual Report 2022 3 |
GROUP PROFILE | OUR STRATEGIC BUSINESS CONTEXT | OUR INVESTMENT PERFORMANCE | CORPORATE GOVERNANCE | SUPPLEMENTARY INFORMATION |
CHAIRMAN'S REVIEW 2022
Most notably we declared an ordinary dividend of 12 cents per share, a special dividend of 88 cents per share and a dividend in specie to the value of 37 cents per share bringing the total dividends declared to 137 cents per share.
ALEXANDER ABERCROMBIE
The year under review has not been as tough as the past two years although there were other challenges as we continued with our strategy to unlock value for shareholders through a controlled sale of assets. We continue to pursue this strategy in a controlled manner to ensure we realise maximum value for our shareholders. Only once we believe for-value offers are on the table will transactions be put to shareholders for approval.
The economy is still not firing on all cylinders. Growth has been slow and the lack of service delivery which I mentioned last year has worsened and been exacerbated by loadshedding and water issues. This has put a huge damper on the efforts to restart the economy and the huge losses being suffered will hamper the recovery we all expected. Most of the poorly run Municipalities have not improved on their past performance and unemployment is at a very high level.
All of this has slowed the recovery of the performance of the gaming assets but management at Sun International have put strategies in place to ensure that we are ahead of the game as we move forward. Let me say a big thank you to Sun International for the excellent work they are doing in managing these assets.
You will see from the reports of the Chief Executive Officer, Mohsin Tajbhai and Group Financial Director, Jayson October that the performance of the company has been good under the circumstances. Most notably
we declared an ordinary dividend of 12 cents per share, a special dividend of 88 cents per share and a dividend in specie to the value of 37 cents per share bringing the total dividends declared to 137 cents per share.
Once again, I am satisfied to the best of my knowledge that we have adhered to all our compliance obligations relating to gambling legislation, labour matters, tax issues, JSE requirements and the prescripts of King IV™, as well as the Companies Act and that the reporting mechanisms put in place will ensure that we continue to do so.
I wish to thank the CEO, Mohsin Tajbhai and his management team as well as our Company secretarial, our attorneys and sponsors for ensuring compliance in this regard.
Finally, I must say a big thank you to my fellow board members for their huge contribution to ensuring that we maintain good corporate governance and that a virtuous cycle of respect, trust and candor exists on the board.
Thank You.
4 Grand Parade Integrated Annual Report 2022 | Grand Parade Integrated Annual Report 2022 5 |
GROUP PROFILE | OUR STRATEGIC BUSINESS CONTEXT | OUR INVESTMENT PERFORMANCE | CORPORATE GOVERNANCE | SUPPLEMENTARY INFORMATION |
BOARD OF DIRECTORS
Mohsin is a professional structural engineer with a Master's degree | ||||
Mohsin | Appointed to the Board | in engineering from the University of Cape Town ("UCT") and also holds | ||
a Master's degree in Business Administration (MBA) from the Graduate | ||||
on 28 November 2018 | ||||
Tajbhai | GROUP CEO | School of Business at UCT. He started his career at GPI as the chief operating | ||
Appointed as CEO | officer ("COO") of manufacturing and properties and progressed to group | |||
(42) | ||||
COO. Prior to his career at GPI, he served as the chief executive officer | ||||
on 1 July 2019 | of Nadeson Consulting Services, a Cape Town-based civil engineering | |||
EXECUTIVE | company. | |||
DIRECTORS | Jayson | Appointed to the | Jayson holds the qualifications BCompt (Hons), and CA(SA). He has over | |
Board on 1 April 2020 | 14 years', professional experience including serving as Group management | |||
October | GROUP FINANCIAL DIRECTOR | accountant, Group financial manager, and deputy chief financial officer | ||
(41) | Appointed as Financial | during his time with the Company. Prior to joining GPI, Mr October served as | ||
an audit supervisor at Mazars. | ||||
Director on 1 April 2020 | ||||
Alex is an attorney by profession and a consultant to the national law firm | ||||
Cliffe Dekker Hofmeyr. Alex is a former Acting Judge of the Cape High Court | ||||
and a qualified International Commercial Mediator. | ||||
Appointed to the Board on | His association with GPI dates back to the inception of the Company in 1997 | |||
Alexander | when he was appointed as a non-executive director. On 11 June 2012, he was | |||
20 October 1997 | appointed as the executive director responsible for the Group's gambling | |||
Abercrombie | NON-EXECUTIVE CHAIRMAN | operations until his retirement from the executive role on 28 February 2015. | ||
(71) | Appointed as Chairman on | He remains on the Board as the non-executive chairman of GPI. Alex | ||
is chairperson of Sun Slots and its seven subsidiaries (the management | ||||
NON | 01 February 2020 | |||
company, the six slots routes owned by Sun Slots countrywide) and is a director | ||||
of the Grand Gaming Corporate Social Investment Company. | ||||
- | ||||
EXECUTIVE | Alex also serves on the Boards of SunWest (GrandWest Casino and the Table | |||
Bay Hotel) and Worcester Casino. | ||||
DIRECTORS | Walter is a chartered accountant (CA)(SA), an admitted advocate of the | |||
Appointed to the Board | High Court of South Africa and a Professor at the University of the Western | |||
Cape. Among his many other academic achievements, he has authored/ | ||||
Walter | on 17 September 2013 | |||
co-authored over 14 published books on a variety of subjects such as | ||||
LEAD INDEPENDENT | ||||
Geach | company law, corporate governance, financial accounting, taxation, | |||
NON-EXECUTIVE DIRECTOR | Appointed as lead | |||
(67) | financial planning and trusts. The books are used extensively in practice by | |||
independent director on | ||||
accountants, consultants, lawyers and financial planners, an example of such | ||||
09 September 2019 | ||||
is 'Companies and other Business Structures' published by Oxford University | ||||
Press, which Walter co-authored with Judge Dennis Davis. | ||||
BOARD DIVERSITY: AGE %
25 25
12
37
31 - 40yrs 40 - 50 yrs 50 - 60 yrs >60 yrs
BOARD DIVERSITY: TENURE
1
1
6
0 - 5 yrs | 5 - 10 yrs | 10 - 20 yrs 20+ yrs |
BOARD DEMOGRAPHIC %
12 25
50
12
White male | White female |
Black male | Black female |
6 Grand Parade Integrated Annual Report 2022 | Grand Parade Integrated Annual Report 2022 7 |
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Grand Parade Investments Limited published this content on 31 October 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 October 2022 15:21:01 UTC.