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OASIS CRESCENT PROPERTY FUND MANAGERS
Oasis Crescent Property Fund Managers Ltd. was established to manage and administer direct property funds that subscribe to the principles of Islamic finance to enable investors to diversify the asset allocation of their investment portfolio.

The company is responsible for the management of a duly authorised collective investment scheme in property that was created in terms of the Collective Investment Schemes Control Act with the following objectives:

  • Provide sustainable income and real returns for investors
  • Provide an opportunity for clients to diversify their portfolios by investing in a liquid and transparent Shari’ah compliant property fund in the regulated environment of the JSE
  • Build a high-quality property portfolio consisting of commercial, industrial and retail properties backed by national, multi-national and government tenants


Corporate Governance

The Board of OCPFM is committed to achieving the highest standards of corporate governance, which is a key component of its vision and growth strategy that will ensure the long-term sustainability of the Group. The Board seeks to maintain strong corporate governance structures and processes by working within a clearly defined governance framework, enabling the delivery of sustainable growth to all our stakeholders.

The Directors of OCPFM understand that ethical conduct and good corporate citizenship underpin the King III code, where leadership is expected to shape business strategy and operations thereby ensuring long-term sustainability. Further to that, the board of OCPFM and the management team of the Fund recognise the need to conduct the business of the Fund with integrity and in accordance with generally acceptable corporate practices. The Directors of OCPFM subscribe to the principles of timely, honest and objective communications with its stakeholders and the highest standards of ethics in the conduct of its business.

OCPFM, the manager of the Fund, forms part of a wider group of companies (“the Group”) operating principally in the financial services industry. Within the Group, the guidelines that relate to social and ethical investment and processes, as set out in the Act, are implemented and reviewed on an ongoing basis. This ensures that the best practices of responsible and sustainable investing are followed and maintained [Guidance is also taken from, amongst others, the CFA Code of Ethics and Standards of Professional Conduct, the United Nations Principles of Responsible Investment
(“UNPRI”) and the Code for Responsible Investing in South Africa (“CRISA”)].

The South African regulatory environment has remained at the forefront of global best-practice and the Institute of Directors in Southern Africa (IoDSA) recently launched the draft King IV report (“the Code”) for public comment. The Code has been structured as a framework that can be applied more easily across listed and unlisted companies (profit and non-profit), as well as private and public entities. The Code is not a significant departure from the principles set out in King III, but there has been a notable shift in the way governing bodies are to carry out and give effect to Corporate Governance.

The approach of “apply or explain” of King III is replaced with “apply AND explain” and the application of all the principles is now assumed. Companies are now required to explain the practices that have been implemented to give effect to each principle. The Code provides for a “substance over form” approach as opposed to the “form over substance” approach.

It is anticipated that the final King IV Report will be effective from 1 November 2016 and therefore King III is currently still applicable. To that end OCPFM continues to apply the majority of the principles set out in King III. Where they are not applied, it is due to the fact that such principles are dealt with at the level of its ultimate holding company, Oasis Controlling Company (Pty) Ltd. (“OCC”) and the directors of OCC, in their capacity as ultimate oversight functionaries of the Group, provide the directors of OCPFM with guidance and assistance on an ongoing basis.


OCPFM and the Fund do apply the majority of the principles of the King III Code, except for the following provisions which require explanation:

1.       

Principle 2.16
The board should elect a chairman of the board who is an independent non-executive director. The CEO of the company should not also fulfill the role of chairman of the board

The company has elected an executive chairman, and
is currently reviewing the possible appointment of a lead independent non-executive director.

2.       

Principle 2.23
The board should delegate certain functions to wellstructured committees but without abdicating its
own responsibilities

Other than the Audit and Risk Committee all other
committees for the company sit at the ultimate holding
company level, Oasis Controlling Company (Pty) Ltd. and such committees provide guidance and assistance to the board on an ongoing basis. The directors of Oasis Controlling Company (Pty) Ltd. in their capacity as ultimate oversight functionaries of the group endeavour to ensure that such terms of reference are reviewed annually and updated where applicable.

3.     


 

Principle 5.7
A risk committee and Audit and Risk Committee
should assist the board in carrying out its IT responsibilities.

Oversight of the IT responsibilities of the board are provided for by the Audit and Risk Committee of the ultimate holding company, Oasis Controlling Company (Pty) Ltd., and the directors of OCPFM are happy that sufficient guidance on the company’s IT responsibilities is provided at this level.

 


Conclusion

Accordingly, it is submitted that the Fund and OCPFM are already applying the principles of King III and, as the Code is not a significant departure from the principles set out in King III, will not require any material change in mindset to its current culture of governance. The full detailed analysis of King III can be found on the Oasis Group’s website (www.oasiscrescent.com).


If you want to review the full checklist of governance please click here
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