Summit Properties Ltd

Our Approach

Summit Properties Limited is a German commercial real estate company and has assembled a sizeable portfolio of properties, located mainly in Germany's key financial centres. Our primary emphasis is the purchase, holding and management of office, retail, logistics and other commercial properties throughout Germany, which provide income by way of lettings to large corporates, governmental and other public sector entities, and other commercial tenants.

We seek to actively manage our revenue risk by targeting mainly multi-let properties and actively managing the properties to achieve high levels of lease renewals and new lettings.

Our overall strategy is to build, by acquiring further properties, a high quality and sizeable portfolio of internally managed German commercial properties, capable of delivering stable cash flows and an attractive dividend yield to its shareholders.

We employ a professional team of approximately 50 people in our offices in Berlin and Frankfurt.

Board of Directors

Harry Abraham Hyman
Independent Non-executive Chairman

Harry Hyman has over twenty years’ experience in fund management and investment in the healthcare and real estate sectors. In 1996 he founded Primary Health Properties PLC, a real estate investment trust listed on the London Stock Exchange with a property portfolio of over £940 million in the primary healthcare sector, and remains a Managing Director to date. From 2008 to 2010, Harry was the Chairman of the Israel-Britain Business Council, a private sector driven body of approximately 60 business leaders in Israel and the UK who serve as high level trade and investment ambassadors for their respective countries. Prior to founding Primary Health Properties PLC, Harry was Finance Director of Baltic from 1983 to 1994 and has been a non-executive director of a number of investment companies, including Royal London UK Income & Equity Trust PLC. Harry graduated from Christ’s College, Cambridge in 1978 with a double first in Geography. He trained at Price Waterhouse as a Trainee Accountant from 1979 to 1983 before qualifying as a Chartered Accountant. He currently holds professional memberships with the Association of Corporate Treasurers, the Corporate Finance Faculty, and is a Fellow of the Institute of Chartered Accountants in England & Wales.

Summary of terms of appointment

Harry Abraham Hyman has been appointed as the chairman and a Non-Executive Director of the Company. The initial term of the appointment is for three years, unless terminated at an earlier date by either the Company or Mr Hyman giving 90 days’ prior written notice. Mr Hyman is paid directors’ fees of £50,000 per annum (subject to deductions for income tax and social security contributions as may be required by law). Mr Hyman benefits from Directors’ and Officers’ liability insurance and has the benefit of an indemnity from the Company in relation to liabilities incurred as a result of the performance of his duties, subject to limitations imposed by Guernsey Companies Law and any exclusions determined by the Board from time to time.

Zohar Levy
Managing Director

Zohar Levy, a CPA, is the controlling shareholder and chairman of the board of the Summit Group, a group of companies which specialises in investing in office, industrial and commercial properties in Israel and Germany, and in developing, improving and managing such properties. Zohar Levy acquired control of the Summit Group in early 2003 and has since developed its business significantly through debt restructuring, the improvement of its properties by way of lease negotiations and renovations, and the acquisition of numerous office, commercial and industrial properties throughout Israel and Germany. Prior to his involvement with Summit, Zohar Levy served for a decade as the Chief Financial Officer of the Engel group of real estate companies, which specialises in the development of residential properties and the acquisition and management of commercial properties in Europe and North America.

Itay Barlev (Braun)
Finance Director

Itay Barlev, CPA, joined Summit Group in 2014 as the Finance Director of the Company. Itay has years of experience in reporting and budgeting, purchase and sale of real estate, internal control procedures and bank relations as well as various financial affairs of real estate portfolios. Until October 2014, he was the director of the Fishman Holdings Germany GmbH in Berlin for eight years. Previously he served as financial advisor in KPMG. Itay has a B.A. in Economics and Accounting (CPA) and M.A. in Legal Studies. He is a resident of Germany.

Quentin Spicer
Independent Non-executive Director

Quentin Spicer is resident in Guernsey. He qualified as a solicitor with Wedlake Bell in 1968 and became a partner in 1970 and became head of the Property Department. He moved to Guernsey in 1996 to become senior partner in Wedlake Bell Guernsey specialising in United Kingdom property transactions and secured lending for UK and non-UK tax resident entities. He is Chairman of a number of Companies including F&C UK Real Estate Investments Limited, Quintain Guernsey Limited and the Guernsey Housing Association LBG. He is also a non-executive director of several other property funds including Phoenix Spree Deutschland Limited. He was formerly a director of the Company when it was admitted to trading on AIM in 2006 until it was de-listed. He is a member of the Institute of Directors.

Summary of terms of appointment

Quentin Spicer has been appointed as a Non-Executive Director of the Company. The initial term of the appointment is for three years, unless terminated at an earlier date by either the Company or Mr Spicer giving 90 days’ prior written notice. Mr Spicer is paid directors’ fees of £30,000 per annum (subject to deductions for income tax and social security contributions as may be required by law). Mr Spicer benefits from Directors’ and Officers’ liability insurance and has the benefit of an indemnity from the Company in relation to liabilities incurred as a result of the performance of his duties, subject to limitations imposed by Guernsey Companies Law and any exclusions determined by the Board from time to time.

Christopher Spencer
Independent Non-executive Director

Christopher Spencer, a resident of Guernsey, qualified as a chartered accountant in London in 1975. Following two years in Bermuda, he moved to Guernsey. Mr Spencer, who specialised in audit and fiduciary work, was Managing Partner/Director of Pannell Kerr Forster (Guernsey) Limited from 1990 until his retirement in May 2000.
Mr. Spencer is a member of the AIC Offshore Committee, a past President of the Guernsey Society of Chartered and Certified Accountants and a past Chairman of the Guernsey Branch of the Institute of Directors. He is also a non-executive director of several other listed companies including John Laing Infrastructure Fund Limited, JP Morgan Private Equity Limited, Real Estate Credit Investments PCC Limited, Ruffer Investment Company Limited, and SQN Asset Finance Income Fund Limited.

Summary of terms of appointment

Christopher Spencer has been appointed as a Non-Executive Director of the Company. The initial term of appointment is for three years, unless terminated at an earlier date by either the Company or Mr Spencer giving 90 days’ prior written notice. Mr Spencer is paid directors’ fees of £25,000 per annum (subject to deductions for income tax and social security contributions as may be required by law). Mr Spencer benefits from Directors’ and Officers’ liability insurance and has the benefit of an indemnity from the Company in relation to liabilities incurred as a result of the performance of his duties, subject to limitations imposed by Guernsey Companies Law and any exclusions determined by the Board from time to time.

Corporate Governance

General

The Company is led and controlled by the Board of Directors, chaired by Harry Hyman, with two Executive Directors and three independent Non-Executive Directors. The Chairman is responsible for leadership of the Board and ensuring its effectiveness in all aspects of its role. The Non-Executive Directors constructively challenge and help develop proposals on strategy. The Board has adopted a formal schedule of matters specifically reserved to the Board for its decision concerning key areas across the Group's activities, thereby ensuring that all major decisions affecting the Group are taken at Board level. This list of matters reserved to the Board can be found here.

The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders. The Directors therefore intend to comply with the principles of the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies ("QCA Code"). The UK Corporate Governance Code does not apply to companies quoted on AIM.

Audit Committee

The audit committee comprises three independent Non-Executive Directors and meets at least twice each year. The audit committee is chaired by Chris Spencer and the other members are Quentin Spicer and Harry Hyman. The audit committee must consider, amongst other matters: (i) the integrity of the financial statements of the Company, including its annual and interim accounts and the effectiveness of the Company's internal controls and risk management systems; (ii) auditors' reports; and (iii) the terms of appointment and remuneration of the auditor. The committee supervises and monitors, and advises the Board on, risk management and control systems and the implementation of codes of conduct. In addition, the audit committee supervises the submission by the Company of financial information and a number of other audit-related issues.

A link to the audit committee terms of reference can be found here.

Remuneration and Nomination Committee

The remuneration and nomination committee comprises three Directors and meets at least once a year and at other times as the chairman of the committee shall require. The remuneration and nomination committee is chaired by Quentin Spicer and the other members are Harry Hyman, Zohar Levy and Chris Spencer. The remuneration and nomination committee has as its remit, amongst other matters, the determination and review of the remuneration of the Executive Directors and the terms of any performance, incentive or bonus plans of the Group, review of the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board (having regard to the provisions of the QCA Code), recommendations to the Board with regard to any changes of the Directors and maintenance of an appropriate succession plan for Directors. In addition, the remuneration and nomination committee prepares an annual report on the remuneration and nomination policies of the Company. The remuneration of the Non-Executive Directors is a matter for the Board. No Director or manager may be involved in any decisions as to his/her own remuneration.

A link to the remuneration and nomination committee terms of reference can be found here.

Share Dealing Code

The Directors will comply, and procure compliance, with Rule 21 of the AIM Rules for Companies relating to dealings by Directors and other applicable employees in the Company's securities and, to this end, the Company has adopted an appropriate share dealing code.

Anti-Bribery and Anti-Corruption Policy

The Company has adopted an appropriate anti-bribery and anti-corruption policy to combat the risks associated with bribery and corruption which may be applicable to the Group.

Company Structure

The Group's simplified corporate structure is shown in the following diagram