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DETAILS OF THE PROPERTY PORTFOLIO

Newpark currently holds a R1,33 billion portfolio, comprising two prime commercial buildings in the Sandton CBD and two industrial buildings in Linbro Business Park and Crown City, respectively, and is looking to acquire further similar assets in pursuit of its investment objectives. Newpark is led by a team of individuals with significant experience and successful track records in the property industry. The company’s independent property valuer is Peter Parfitt of Quadrant Properties Proprietary Limited.

Governance structure

The governance structures are set out below.
Due to the size and maturity of the company, in the period under
review and for the current year, the board undertakes the role of
the nominations committee.

 

Lease expiry profile

Unaudited

GLA

TOTAL

Mixed use

Office

Industrial

Storage
Vacant 6 926,47 3 999,93 - -  2 926,54
Feb 2021 1 783,43 1 783,43 - - - 
Feb 2022 1 276,61 1 276,61 - - - 
Feb 2023 919,00 919,00 - - - 
Feb 2024 752,63 752,63 - - - 
Feb 2025 13 422,00 1 035,00 - 12 387,00 - 
> Feb 2025 32 401,63 2 961,63 18 163,00 11 277,00 - 
           

Gross rental

TOTAL

R'000

Mixed use

R'000

Office

R'000

Industrial

R'000

Storage 

R'000
Vacant 11 454 8 830 - -  2 634
Feb 2021 4 685 4 685 - - - 
Feb 2022 3 652 3 652 - - - 
Feb 2023 2 692 2 692 - - - 
Feb 2024 2 459 2 459 - - - 
Feb 2025 19 854 1 125 - 18 729 - 
> Feb 2025 73 425 2 685 61 090 9 650 - 
           

 

Segmental analysis

The table below sets out the details of the properties within the property portfolio.

Property name

Physical address

Sector

Weighted average rental per m2
(R/m2)

Rentable area (GLA) m2

Vacancy (% of rentable area)

Valuation as at 28 February 2022
(R'000)

 

 

 

 

 

 

 

JSE Building

One Exchange Square, 2 Gwen Lane, Johannesburg, 2000

Office

*

18 163.00

0.00

730 000

24 Central

6 Gwen Lane, Sandown, Sandton, 2196

Mixed use (Mainly Office and Retail)

104,29

15 641.04

10.6

333 000
Linbro Business Park Portion 3 and 4 of Erf 9, Frankenwald Extension Industrial * 12 387.00 0.0 170 000
Crown Mines Erven 1 and 2 Crown City, Extension 1 Industrial * 11 277.00 0.0 101 000
             

Total

  

 

175.19 

57 468.04

10.6

1 334 000

* As the JSE Building, Linbro Park and Crown Mines are single tenanted buildings in the property portfolio, the weighted average rental per m2 as at 28 February 2022 has been included in the weighted average rental per m2 for the group. The properties were valued at 28 February 2022 by Peter Parfitt of Quadrant Properties Proprietary Limited, who is an independent, registered professional valuer in terms of the Property Valuers Profession Act, No. 47 of 2000.

Other Information
The forward average annualised property yield was 9,08% at 28 February 2022 (28 February 2021: 7,88%).

Sectoral Profile

  Based on GLA % Based on gross rental % Vacancy profile based on GLA
%		 GLA
m2
Mixed use (office and retail) 22.1 15.7 5.5 12 714.5
Office 31.6 57.1 0.0 18 163.0
Industrial 41.2 25.0 0.0 23 664.0
Storage 5.1 2.2 5.1 2 926.5
  100.0 100.0 10.6 57 468.0
         
      GLA 
m2		 Tenant profile based on GLA 
%
A     46 560.9 81.0
B     714.0 1.3
C     4096.2 7.1
Vacant     6 096.9 10.6
      57 468.0 100.0

 

A-grade tenants include
Large international and national tenants, large listed tenants, government and major franchisees. These are the JSE Limited, Saudi Arabian Airlines Inc., Vida E Café Proprietary Limited, MTN Limited, TLS South Africa Trading Proprietary Limited (UK and Belgian Visa), CCI South Africa Proprietary Limited, Hellermann Tyton Proprietary Limited and Bidvest – Bidvest Afcom Proprietary Limited.
 
B-grade tenants include
National tenants, smaller listed tenants, franchisees and medium to large professional firms. These are Solo – Ndlondlobala Holdings Proprietary Limited and Urban Crust – Tijuana Restaurant Proprietary Limited.
 
C-grade tenants include
Other local tenants and sole proprietors. These are Club Sublime CC (Taboo), Juju Lounge CC (Cocoon/BOA), ATM Solutions Proprietary Limited and AU999 Commodities Proprietary Limited, Greenhouse Sandton Proprietary Limited (Greenhouse), Wagyu South Africa Proprietary Limited (Monarch and Roadhouse), Borghini CC (Luca’s).
 

Newpark REIT Broker Commission Policy

Effective Date: 1 December 2024

This policy sets out the terms and conditions governing the payment of commissions to commercial leasing brokers by Newpark REIT. It is designed to ensure clarity, consistency and fairness while avoiding disputes over introductions and commissions.

1.    APPLICATION

This policy applies to all brokers introducing prospective tenants to properties owned by Newpark REIT (including its subsidiaries, associates and managing agents).

Commission is payable only if the broker is deemed to be the effective cause of a concluded transaction and is operating in terms of a valid mandate as detailed herein.

Brokers are responsible for familiarizing themselves with the latest version of this policy. Newpark REIT reserves the right to amend it at its discretion.

2.    REQUIREMENTS

2.1.    Effective Cause

A broker is considered to be the effective cause of a leasing transaction where their efforts directly lead to the successful conclusion of a lease agreement between Newpark REIT and a tenant. The broker must be able to demonstrate a clear chain of events initiated by their actions that led to the conclusion of a lease, including introducing the tenant to the property and to Newpark REIT, conducting lease negotiations, facilitating site visits and presenting Newpark REIT with an offer to lease in accordance with mandates provided by both Newpark REIT and the tenant.

2.2.    Mandate

No sole / exclusive mandate shall be granted to any broker. An introduction made by a broker must be in respect of a specific property and will relate to that specific tenant company only (i.e. excluding associated / affiliated companies). Newpark REIT will not accept generalised introductions between Newpark REIT and a prospective tenant. Brokers must provide Newpark REIT with a written mandate from the tenant specifying the scope of their authority that is only valid if accepted in writing by Newpark REIT (“a valid mandate”).

2.3.    Duration

Introductions made by brokers in accordance with a valid mandate will remain valid for periods of 3 (three) months from the date of introduction. If no transaction is concluded within this period, the introduction lapses unless extended in writing.

3.    COMMISSION STRUCTURE

3.1.    Lease Transactions

Unless otherwise agreed to in writing between the parties, Newpark REIT pays lease commission calculated on net rentals (i.e. basic rental, parking, storeroom and patio rental excluding rates, improvement levies, operating costs and other recoveries) for signed retail lease agreements and

Directors:, Auri Benatar (Chief executive director), Alan Wilson (Financial director), Stewart-Shaw Taylor (Non-executive Chairman), Barry van Wyk (Non-executive director), Dionne Hirschowitz (Non-executive director), Kevin Ellerine (Non-executive director), Roy Campbell (Independent Non-Executive director),Thanduxolo Sishuba (Independent Non-executive director)

pays lease commission calculated on gross rentals (i.e. basic rental, parking, storeroom and patio rental including rates, improvement levies and operating costs but excluding other recoveries) for signed office lease agreements, which are calculated as follows:

Years 1–2: 5% of rental value
Years 3–5: 2.5% of rental value
Years 6–8: 1.5% of rental value
Years 9–10: 1% of rental value

No commission is payable for lease periods exceeding 10 years or on renewals, addenda, option periods or any periods subject to tenant break clauses. No additional commission is payable to the extent that the net rental value increases during the term of the lease agreement due to market rental adjustments.

3.2.    Payment Terms
Lease commission is due within 30 days of:

  • the tenant and Newpark REIT having signed the lease agreement,
  • the tenant having paid the first month’s rental,
  • the tenant having paid the deposit or provided the bank guarantee accepted by Newpark REIT, and
  • the tenant having provided the signed sureties and/or guarantees as stipulated in the signed lease agreement and accepted by Newpark REIT.

Brokers are required to provide a valid tax invoice with proof of the bank details together with a copy of a valid Fidelity Fund Certificate prior to payment.

3.3.    Referral / Introduction Fees

Referral commissions (up to 10% of the tariff set out in section 3.1) apply where the broker introduces a tenant in accordance with a valid mandate provided by the tenant but does not provide the balance of the required services detailed in section 4 below. Where a broker has been appointed to facilitate a tender / RFP process on behalf of a tenant, commission will be payable by the tenant unless otherwise agreed in writing by the parties.

4.    SCOPE OF SERVICES

Brokers must provide the following services in order to qualify for full leasing commission:

  • Facilitate the introduction of Newpark REIT and the tenant;
  • Facilitate the provision by the tenant of all documentation required by Newpark REIT to do a full credit check;
  • Facilitate property viewings for the prospective tenant;
  • Coordinate and attend meetings between Newpark REIT and the tenant;
  • Assist in lease negotiations between the parties.
  • Present an offer to lease to Newpark REIT on behalf of the tenant.
  • Facilitate and conclude the signing of the lease by the tenant and Newpark REIT
  • Facilitate the submission of all the documentation required in section 3.2 by the tenant to Newpark REIT;
  • Submission of the necessary broker documents, including FICA compliance and a valid tax invoice.
  • Ensure timely information flow between the parties.

Failure to meet all these requirements may result in the payment of a reduced referral / introduction fee as per section 3.3. instead of full commission unless such failure was in response to a specific request by Newpark REIT, in writing, for the broker to not provide any of the above-detailed services and, as a result, the failure to meet these requirements was due to no fault or ommission on the part of the broker.
 
5.    GENERAL TERMS

5.1.    Confidentiality

Brokers must treat all information regarding Newpark REIT, its properties, its agreements, its negotiations with the tenant and the concluded terms of the lease as confidential.

5.2.    Exclusions

No commission is payable on deposits retained due to cancellations or on option fees for interim agreements.

5.3.    Marketing Materials

No broker signage or media statements may be issued without prior written approval from Newpark REIT.

5.4.    Amendments

This policy is subject to change. Brokers must ensure compliance with the latest version.

5.5.    Right of Recoupment

Should a lease be cancelled within the first year by no fault of Newpark REIT then Newpark REIT shall have the right to recoup the proportion of the commission paid for the unexpired portion of the lease period from the broker.

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King IV Principle

Application

Governance outcome: Ethical culture

PRINCIPLE 1: Ethical leadership
The governing body should lead ethically and effectively.

 

The board has approved a Code of Conduct for Newpark and ensures that its own and management’s conduct set the example for how the company’s values are conducted.
Measures are in place to ensure that all board members have sufficient working knowledge of the organisation, its industry, its operating context and all key laws, rules, codes and standards.

PRINCIPLE 2: Organisation values, ethics and culture
The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture.

 

The board ensures compliance with the Code of Conduct is integrated into the strategy and operations of Newpark. The group’s ethics are contained in its vision; strategies and operations; its decisions and conduct; and the way it treats its internal and external stakeholders.
This Code of Conduct is supported by a Code of Ethics approved during FY 2016. The code provides guidance on ethical conduct in all areas and across all activities of the business.

PRINCIPLE 3: Responsible corporate citizenship
The governing body should ensure that the organisation is and is seen to be a responsible corporate citizen.

 

The board takes responsibility for and oversees how Newpark promotes opportunities for under-privileged social groupings. A social and ethics committee was constituted during the F2016 in terms of South Africa’s Companies Act requirements.

Governance outcome: Performance and value creation

PRINCIPLE 4: Strategy, implementation and performance
The governing body should appreciate that the organisation’s core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process.

 

The board challenges and signs off on management’s proposed strategies in terms of the group’s purpose, business value drivers and the legitimate interests of our stakeholders. Management has processes in place to define and align the group’s short-, medium- and long-term macroeconomic, financial, operational and strategic objectives with its risk appetite.
The board considers sustainability to be a business opportunity and recognises that all our capital resources are interconnected – as one capital resource is increased or created, another is depleted. The board and management endeavour to balance the use of capital resources to support future sustainability.
Policies and operational plans approved by the board include financial, ethical, compliance, sustainability, performance and risk measures.

PRINCIPLE 5: Reports and disclosure
The governing body should ensure that reports issued by the organisation enable stakeholders to make informed assessments of the organisation’s performance, and its short-, medium- and long-term prospects.

 

Newpark’s integrated report shares the collective thinking applied to material issues impacting on the group’s ability to create long-term value. The report aims to provide a balanced and succinct view of Newpark’s financial and non-financial performance in accordance with the IIRC framework. It provides information on Newpark’s strategies for growth, efficiency, quality, sustainability, corporate governance and accountability.
Our preparation of this report was guided by the principle of materiality. A matter is considered material if it can substantively affect the group’s ability to create and sustain value over the short, medium or long term. After determining material matters, we assess these against the need to provide Newpark’s actual and potential providers of capital with a concise 360˚ view of the business.

Governance outcome: Adequate and effective control

 

PRINCIPLE 6: Role of the governing body
The governing body should serve as the focal point and custodian of corporate governance in the organisation.

 

The board’s role, responsibilities, membership requirements and procedural conduct are documented in a board charter that is reviewed from time to time.

The board has approved a protocol that allows all directors to access any company information they might require.

PRINCIPLE 7: Composition of the governing body
The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.

 

When determining the number of directors needed, the board considers factors such as the appropriate mix of business, commercial and industry experience and skills. We also decide on the optimum combination of executive, non-executive and independent non-executive members.

Prospective members of the board are independently and thoroughly assessed in line with JSE guidelines. The Newpark board considers this present mix of two executive directors, three non-executive directors and four independent non-executive directors as optimal and compliant with JSE requirements.

PRINCIPLE 8: Committees of the governing body
The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement and assist with balance of power and the effective discharge of its duties.

 

The board has established a stable and balanced distribution of skills, experience and role allocation through all its committees in terms of paragraph 3.84(b) of the JSE listing requirement. A set policy stipulates a clear balance of power and authority at board level, to ensure that no one director has unfettered powers of decision-making.

The board of directors performs the function and responsibility of the nominations committee. A social and ethics committee was constituted during the 2016 financial year in terms of the Companies Act.

 

PRINCIPLE 9: Performance evaluations
The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness.

 

The board determines its own role, functions, duties and performance criteria as well as that for directors and board committees. An annual effectiveness self-evaluation is undertaken in respect of the board and its sub-committees and for the year under review, the board satisfied itself that it and its sub-committees operated effectively.  In addition, the Chairman also ensures the board operates effectively by regularly engaging with the non-executive directors on their performance and other matters that may need to be raised with Exco. Any pertinent matters of concern are conveyed by the Chairman to the Chief Executive Officer and filtered down to Exco.

 

PRINCIPLE 10: Delegation to management
The governing body should ensure that the appointment of, and delegation to, management contribute to role clarity and the effective exercise of authority and responsibilities.

 

The Chief Executive Officer (CEO), Mr Simon Fifield, was appointed by the board on 7 January 2016 and is responsible for executing strategy and the day-to-day business of the company. The CEO is not a member of the remuneration committee or the audit and risk committee. Newpark utilises an approved Delegation of Authority (DoA) framework to assist in maintaining proper delegation of authority. The framework indicates matters reserved for the board and those delegated to management.  The board is satisfied that its delegation to management contributes to an effective arrangement by which authority and responsibilities are exercised.

Newpark complies with the provisions of the Companies Act in relation to the appointment and removal of the Company Secretary. The role and function of the Company Secretary is formalised.

 

 

Governance outcome: Adequate and effective control continued

PRINCIPLE 11: Risk and opportunity governance
The governing body should govern risk in a way that supports the organisation in setting and achieving strategic objectives.

 

The board is ultimately responsible for setting the risk appetite of the group, identifying strategic risks and opportunities and managing these. This responsibility for risk governance is expressed in the board charter and risk policy and plan. The board ensures that appropriate risk management programmes are in place and monitors their implementation against key risk indicators. The board has approved and oversees policy that articulates and gives effect to its set direction on risk. Each group operation maintains a risk register listing risks identified in risk workshops and strategic workshops are conducted regularly to evaluate risks.

Each year the board evaluates the company’s risks against current realities and resets risk tolerances as necessary.
The board has delegated the management of risk to the group’s management team, which executes this responsibility through processes within an established risk management policy and governance framework.

PRINCIPLE 12: Technology and information governance
The governing body should govern technology and information in a way that supports the organisation setting and achieving its strategic objectives.

 

The board is responsible for IT governance. The CEO directs, controls and measures the IT activities and processes of the group. Internal IT controls are assessed by the audit committee on behalf of the board.

 

PRINCIPLE 13: Compliance governance
The governing body should govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that supports the organisation being ethical and a good corporate citizen.

 

The board ensures compliance with all relevant South African legislation. It also ensures compliance with the JSE Listings Requirements and King IV. The group also recognises and utilises the IIRC’s framework and the Global Reporting Initiative (GRI) guidelines for establishing and reporting on non-financial capitals and sustainability.

PRINCIPLE 14: Remuneration governance
The governing body should ensure that the organisation remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short-, medium- and long-term.

 

The group’s remuneration philosophy seeks to reward executive directors and other senior management for individual and group performance. It recognises that these individuals can significantly impact the group’s performance over the short-, medium- and long-term. The group’s remuneration policy provides a framework for remuneration to attract, retain and motivate employees to achieve the strategic objectives of the organisation, within its risk appetite and risk management framework. The remuneration committee (Remco) assists the board in approaching and administering remuneration. Remco comprises only non-executive directors, which monitors and strengthens the credibility of the group’s executive remuneration system.

PRINCIPLE 15: Assurance
The governing body should ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision-making and of the organisation’s external reports.

 

The board has approved a charter that mandates the audit and risk committee to oversee internal controls established not only for financial matters, but also for operational, compliance and sustainability issues.

 

Chapter

Principle

Principle Description

Applied / Partially Applied / Not Applied

How the principle is applied

Chapter 1

Principle 1.1

The Board provides effective leadership base on ethical foundation

Applied
Newpark’s board considers sound corporate governance
practices to be a critical element in delivering sustainable
growth. The board recognises that it is the ultimate custodian
of corporate governance.

Chapter 1

Principle 1.2

The Board ensures that the company is and is seen to be a responsible corporate citizen

Applied

A formally appointed social and ethics committee of the board has been constituted to assist the board with social and ethics related matters.

Chapter 1

Principle 1.3

The Board ensures that the company ethics are managed effectively

Applied

The social and ethics committee will monitor the company's ethics and endeavour to ensure that such ethics pervade the culture of the company.

Chapter 2

Principle 2.1

The board acts as the focal point for and custodian of corporate governance

Applied

Newpark's board considers sound corporate governance practises to be a critical element in delivering sustainable growth. The board recognises that it is the ultimate custodian of corporate governance.

Chapter 2

Principle 2.2

The Boards appreciates that the strategy, risk, performance and sustainability are inseparable

Applied
The board is responsible for aligning strategic objectives with
performance, sustainability and risk considerations. The board
is guided by the interests of the company and takes into account
the interests of the stakeholders.

Chapter 2

Principle 2.3

The Board provides for effective leadership based on ethical foundation

Applied

Please refer to principle 1.1 above.

SAME AS PRINCIPLE 1.1 - CHAPTER 1

Chapter 2

Principle 2.4

The Board ensures that the company is and is seen as a responsible corporate citizen

Applied

Please refer to principle 1.2 above.

SAME AS PRINCIPLE 1.2 - CHAPTER 1

Chapter 2

Principle 2.5

The Boards Ensures that the company's ethics are managed effectively

Applied

Please refer to principle 1.3 above.

SAME AS PRINCIPLE 1.3 - CHAPTER 1

Chapter 2

Principle 2.6

The Board ensures that the company has an effective and independent audit committee

Applied
The board has established an audit and risk committee. The audit and risk committee is governed by a charter, which was approved by the board. The board makes appointments to the committee subject to approval by shareholders annually. The board has determined that the committee members have
the skills and experience necessary to contribute meaningfully to the committee’s deliberations. All of the members are financially literate.

SAME AS PRINCIPLE 3.1 - CHAPTER 3

Chapter 2

Principle 2.7

The Board is responsible for the governance of risk

Applied

The board oversees the management of risk and has delegated the process to the audit and risk committee. The committee monitors the adequacy and effectiveness of the company's internal and risk management process generally.

SAME AS PRINCIPLE 4.1 - CHAPTER 4

 

Chapter 2

Principle 2.8

The Boards is responsible for information technology (IT) governance

Applied

The board is responsible for IT governance. The financial director oversees the information technology function, attend the executive committee meetings and reports to the CEO.

SAME AS PRINCIPLE 5.1 - CHAPTER 5

Chapter 2

Principle 2.9

The Board ensures that the company complies with applicable laws and considers adherence to non-binding rules, codes and standards.

Applied

Nothing has come to the attention of the Board that the group has not complied with applicable laws. The group strives to maintain abreast of all applicable laws via regular communication with its advisors. The board has adopted a legal compliance policy.

SAME AS PRINCIPLE 6.1 - CHAPTER 6

Chapter 2

Principle 2.10

The Board ensures that there is an effective risk-based internal audit

Not applied
Newpark has not established an internal audit function, as the board does not consider the cost to be justified given the company’s size and the relative simplicity of its business model. The board will consider the need for an internal audit function on an annual basis, taking advice from the audit and risk committee and the company’s external auditors.

SAME AS PRINCIPLE 7.1 - CHAPTER 7

Chapter 2

Principle 2.11

The Board appreciates that stakeholders' perceptions affect the company's reputation

Applied

The board of directors believes that stakeholders perceptions are of critical importance and to this end the board regularly communicates with a cross section of stakeholders in order to gauge perception.

SAME AS PRINCIPLE 8.1 - CHAPTER 8

Chapter 2

Principle 2.12

The Board ensures the integrity of the company's integrated report

Applied
The audit and risk committee is responsible for ensuring the integrity of the integrated report and recommending it to the board for approval.

SAME AS PRINCIPLE 9.1 - CHAPTER 9

Chapter 2

Principle 2.13

The Board reports on the effectiveness of the company's internal controls

Applied

The board is responsible for the effectiveness of internal controls.

SAME AS PRINCIPLES OF CHAPTER 7 & 9

Chapter 2

Principle 2.14

The Board and its directors act in the best interests of the company

Applied
The board and its directors always act in the best interests of the company. The board has unrestricted access to all company information, records, documents and property. Directors are required to declare conflicts of interests.

Chapter 2

Principle 2.15

The Board will/has consider/ed business rescue proceedings or other turnaround mechanisms as soon as the company has been/may be financially distressed as defined in the Company's Act, 71 of 2008

Applied

The board has noted this responsibility and will deal with it in accordance with the provisions of the Companies Act 2008, as amended ("Companies Act"), King III and advice received from advisors should the need arise.

Chapter 2

Principle 2.16

The Board has elected a chairman of the board who is an independent non executive director. The CEO of the company does not also fulfil the role of chairman of the Board.

Applied

The chairman of the board is an independent non-executive director and his role is separate from that of the CEO.

Chapter 2

Principle 2.17

The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority

Applied

The board has appointed a CEO and established a framework for the delegation of authority.

Chapter 2

Principle 2.18

The Board comprises a balance of power, with a majority of non executive directors. The majority of non executive directors are independent.

Partially applied

The approvals framework ensures that there is a clear balance of power between the various board members. The board comprises 2 executive and six non-executive directors, three of whom are independent.

Chapter 2

Principle 2.19

Directors are appointed through a formal process

Applied
The board undertakes the duties of a nomination committee and is responsible for the selection, appointment and approval of new directors, in a formal and transparent manner, free from any
dominance of any one particular shareholder.

Chapter 2

Principle 2.20

The induction of and ongoing training, as well as the development of directors are conducted through a formal process

Applied

Training is arranged for the Board as required.

Chapter 2

Principle 2.21

The Board is assisted by a competent, suitably qualified and experienced company secretary.

Applied
The company has appointed CIS Company Secretaries Proprietary Limited as company secretary.

Chapter 2

Principle 2.22

The evaluation of the Board, its committees and individual directors is performed every year.

Applied

The evaluation of the board, its committees and individual directors is performed annually.

Chapter 2

Principle 2.23

The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.

Applied

The board has delegated certain specific responsibilities to the remuneration committee, the audit and risk committee, the investment committee and the social and ethics committee without abdicating its own responsibilities.

Chapter 2

Principle 2.24

A governance framework has been agreed upon between the group and its subsidiary Boards

Applied

The holding company and its subsidiary operate as a single corporate group and the subsidiary is required to entrench the holding company governance framework within their day-to-day activities.

Chapter 2

Principle 2.25

The company remunerates its directors and executives fairly.

Applied

The remuneration committee approves the remuneration policy annually and ensures that the group remunerates its directors and executives fairly.

Chapter 2

Principle 2.26

The company has disclosed the remuneration of each individual director and prescribed officer.

Applied

The directors' remuneration will be disclosed for each individual director in its integrated annual report.

Chapter 2

Principle 2.27

The shareholders have approved the company's remuneration policy.

Not applied
The remuneration policy will be tabled for shareholder approval in due course.

Chapter 3

Principle 3.1

The Board has ensured that the company has an effective and independent audit committee

Applied
The committee comprises three independent non-executive directors, Howard Turner (Chairperson), Gary Harlow and David Sevel. A short curriculum vitae for each of these directors has been set out on pages 6 to 7 of the integrated report, demonstrating their suitable and relevant skills and experience.

Chapter 3

Principle 3.2

Audit committee members are suitably skilled and experienced independent non-executive directors

Applied

The audit committee members are suitably skilled and experienced directors. The audit committee consists of 3 independent non-executive directors.

Chapter 3

Principle 3.3

The audit committee is chaired by an independent non-executive director.

Applied

The audit committee is chaired by Gary David Harlow who is an independent non-executive director.

Chapter 3

Principle 3.4

The audit committee oversees integrated reporting

Applied

The audit committee is responsible for ensuring the integrity of the integrated report and recommending it to the board for approval.

Chapter 3

Principle 3.5

The audit committee has ensured that a combined assurance model has been applied which provides a coordinated approach to all assurance activities.

Applied

The audit and risk committee obtains combined assurance from the external auditors, Grant Thornton and management and ensures that the combined assurance received is appropriate to address all significant risks facing Newpark.

Chapter 3

Principle 3.6

The audit committee is satisfied with the expertise, resources and experience of the company's finance function.

Applied

The audit committee evaluates and reports on the finance function's expertise, resources and experience annually.

Chapter 3

Principle 3.7

The audit committee should be responsible for overseeing internal audit

Not applied

The audit committee continuously monitors the appropriateness of retaining independent internal auditors to periodically review activities of the group and service providers.

Chapter 3

Principle 3.8

The audit committee is an integral component of the risk management process.

Applied

As Newpark has a combined audit and risk committee, the risk management process is an integral component of the committee's duties.

Chapter 3

Principle 3.9

The audit committee is responsible for the recommending the appointment of the external auditor and overseeing the external audit process.

Applied

The audit committee oversees the external audit process and satisfies itself as to the suitability of the external auditors for re-appointment. The audit committee recommends the re-appointment of the auditors to shareholders.

Chapter 3

Principle 3.10

The audit committee has reported to the board and the shareholders as to how it has discharged its duties.

Applied

###########################################################

Chapter 4

Principle 4.1

The Board is responsible for the governance of risk.

Applied

The board retains ultimate responsibility for the governance of risk. The oversight of the risk management process has been delegated to the audit and risk committee which provides feedback to the board on matters within its mandate.

Chapter 4

Principle 4.2

The Board has determined the levels of risk tolerance

Applied

The board regularly reviews Newpark's risk profile so as to ensure that risks are being managed within a tolerable level and steps are taken when necessary to address and mitigate risks.

Chapter 4

Principle 4.3

The risk committee and/or audit committee has assisted the Board in carrying out its risk responsibilities.

Applied

The board has delegated the oversight of the risk management process, including the levels of tolerance, to the audit and risk committee. The risk committee reports to the board on matters within its mandate.

Chapter 4

Principle 4.4

The Board has delegated to management the responsibility to design, implement and monitor the risk management plan.

Applied

The board has delegated the responsibility to design, implement and monitor the risk management plan to management. Management has compiled a risk management plan and a risk matrix which has been presented to and approved by the audit and risk committee.

Chapter 4

Principle 4.5

The Board has ensured that risk assessments are performed on a continual basis.

Applied

The board has delegated the oversight of the risk management process, including monitoring of continual risk assessments, to the risk committee. The risk committee reports to the board on matters within its mandate.

Chapter 4

Principle 4.6

The Board has ensured that frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks.

Applied

The risk committee is responsible for ensuring that  frameworks and methodologies are implemented to anticipate unpredictable risks as set out in the risk committee charter.

Chapter 4

Principle 4.7

The Board has ensured that management has considered and has implemented appropriate risk responses.

Applied

Management has compiled a risk management plan and a risk matrix setting out the risks and appropriate risk responses which has been presented to and approved by the risk committee.

Chapter 4

Principle 4.8

The Board has ensured the continual risk monitoring by management.

Applied

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Chapter 4

Principle 4.9

The Board has received assurance regarding the effectiveness of the risk management process.

Applied

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Chapter 4

Principle 4.10

The Board has ensured that there are processes in place which enable complete, timely, relevant, accurate and accessible risk disclosure to stakeholders.

Applied

The integrated report contains a section disclosing the key risks and risk management.

Chapter 5

Principle 5.1

The Board is responsible of information technology (IT) governance.

Applied

The board is responsible for IT governance. The financial director oversees the information technology function, attend the executive committee meetings and reports to the CEO.

Chapter 5

Principle 5.2

IT has been aligned with the performance and sustainability objectives of the company.

Applied

The board discusses IT governance at board meetings and ensures the integration of IT into the performance and sustainability objectives of the company.

Chapter 5

Principle 5.3

The Board has delegated to management the responsibility for the implementation of an IT governance framework.

Applied

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Chapter 5

Principle 5.4

The Board monitors and evaluates significant IT investments and expenditure.

Applied

Significant IT expenditure and investments are presented to the board.

Chapter 5

Principle 5.5

IT is an integral part of the company's risk management plan.

Applied

The audit risk committee assists the board in carrying out its IT responsibilities by ensuring that IT risks are considered and dealt within the risk matrix.

Chapter 5

Principle 5.6

The Board ensured that information assets are managed effectively.

Applied

The board gives IT and its information assets the necessary importance with regards to the performance and sustainability objectives of the company and in furtherance hereof it ensures that its information assets are managed effectively.

Chapter 5

Principle 5.7

A risk committee and audit committee assists the board in carrying out its IT responsibilities.

Applied

The and it and risk committee assists the board in carrying out its IT responsibilities by ensuring that IT risks are considered and dealt with in the risk matrix.

Chapter 6

Principle 6.1

The Board ensures that the company complies with applicable laws and considers adherence to non binding rules, codes and standards.

Applied

Nothing has come to the attention of the Board that the group has not complied with applicable laws. The group strives to maintain abreast of all applicable laws via regular communication with its advisors. The board has adopted a legal compliance policy.

Chapter 6

Principle 6.2

The Board and each individual director have a working understanding of the effect of applicable laws, rules, codes and standards on the company and its business.

Applied

The company's legal advisors, designated advisor and company secretary advise the company of any changes to the laws and regulations applicable to the company. Training is arranged for the board as required.

Chapter 6

Principle 6.3

Compliance risk should form an integral part of the company's risk management process.

Applied

Management has compiled a risk management plan and a risk matrix, which includes compliance risk, which has been presented to and approved by the audit and risk committee.

Chapter 6

Principle 6.4

The Board should delegate to management the implementation of an effective compliance framework and processes.

Applied

The board has delegated to executive management the implementation of an effective compliance framework and processes.

Chapter 7

Principle 7.1

The Board should ensure that there is an effective risk based internal audit.

Not applied

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Chapter 7

Principle 7.2

Internal Audit should follow a risk based approach to its plan.

Not applied

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Chapter 7

Principle 7.3

Internal Audit should provide a written assessment of the effectiveness of the company's system of internal controls and risk management.

Not applied

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Chapter 7

Principle 7.4

The audit committee should be responsible for overseeing internal audit

Not applied

The audit committee continuously monitors the appropriateness of retaining independent internal auditors to periodically review activities of the group and service providers.

SAME AS PRINCIPLE 3.7

Chapter 7

Principle 7.5

Internal audit should be strategically positioned to achieve its objectives.

Not applied

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Chapter 8

Principle 8.1

The Board should appreciate that stakeholders' perceptions affect a company's reputation.

Applied

The board of directors believes that stakeholders perceptions are of critical importance and to this end the board regularly communicates with a cross section of stakeholders in order to gauge perception.

Chapter 8

Principle 8.2

The Board should delegate to management to proactively deal with stakeholder relationships.

Applied

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Chapter 8

Principle 8.3

The Board should strive to achieve the appropriate balance between its various stakeholder groupings, in the best interests of the company.

Applied

Newpark strives to maintain a balance between the various stakeholders while acting in the best interests of the company.

Chapter 8

Principle 8.4

Companies should ensure the equitable treatment of shareholders.

Applied

The company provides timely and equitable disclosure of information to the market and all shareholders are treated equally in this regard. Information is posted on the company's website.

Chapter 8

Principle 8.5

Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence.

Applied

The company provides timely and equitable disclosure of information to the market and all unitholders are treated equally in this regard. Information is posted on the company's website.

Chapter 8

Principle 8.6

The Board should ensure that disputes are resolved effectively and expeditiously as possible.

Applied

The board ensures that all disputes are resolved effectively and expeditiously.

Chapter 9

Principle 9.1

The Board should ensure the integrity of the company's integrated report.

Applied

The audit and risk committee are responsible for ensuring the integrity of the integrated report and recommending it to the board for approval.

Chapter 9

Principle 9.2

Sustainability reporting and disclosure should be integrated with the company's financial reporting.

Applied

The audit and risk committee ensures that sustainability reporting and the financial reporting are consistent and integrated.

Chapter 9

Principle 9.3

Sustainability reporting and disclosure should be independently assured.

Not applied

The audit and risk committee will consider the appropriateness of obtaining independent assurance on the sustainability reporting based on the benefit to stakeholders and the costs of obtaining it.

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