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Board Committees
CORPORATE GOVERNANCE COMMITTEE
Members of the corporate governance committee:
M.H Dominique GALEA
Chairman
L.M.C Michele LIONNET
Member
Ismael Ibrahim BAHEMIA
Member
The main duties and responsibilities of the Corporate Governance Committee encompass the Remuneration Committee and Nomination Committee. Its duties include namely:
- Determining, agreeing and developing the Company’s general policy on executive and senior management remuneration.
- Determining specific remuneration packages for executives and directors of the Company, including but not limited to basic salary, benefits in kind, any annual bonuses, performance-based incentives, pensions and other benefits.
- Determining the level of the non-executive and independent non-executive director’s fees.
- Aiming to give the executive director every encouragement to enhance the Company’s performance and to ensure that they are fairly rewarded for their contributions and performance.
- Being responsible to ascertain whether the new director is fit and proper and not disqualified from being a director.
- Ensuring that the board has a right balance of skills, expertise and independence.
- Making recommendations on the composition of the Board.
- Ensuring that the potential new director is fully cognizant of what is expected from a director.
- Ensuring that the right candidates are chosen to assume executive and senior management responsibilities.
- Determining, agreeing and developing the Company’s general policy on corporate governance in accordance with the Code of Corporate Governance of Mauritius.
- Ensuring that a succession planning does exist in respect of the Chief Executive Officer.
- Appointing independent advisors and professionals as it deems necessary to carry out its duties.
- Having unrestricted access to any employee and information relevant to the performance of its duties.
AUDIT AND RISK COMMITTEE
Members of the Audit and Risk committee:
Mushtaq OOSMAN
Chairman
Ismael Ibrahim BAHEMIA
Member
J. Alexis HAREL
Member
K.H Bernard Wong PING LUN
Member
The primary objective of the Audit & Risk Committee is to provide the Board with assurance regarding accounting, auditing, internal control and financial matters together with their associated risks and includes:
- Reviewing and recommending to the Board, for approval, the audited consolidated and financial statements and the abridged audited consolidated results as at June 30 (the end of the financial year), as well as the unaudited quarterly abridged consolidated financial statements for publication in accordance with the Securities Act 2005
- Recommending to the Board the payment of a dividend
- Evaluating the work of the external auditors; agree on accounting principles and disclosures after discussions with the external auditors
- Ensuring that significant adjustments, unadjusted differences, disagreements with Management and management letters are discussed with the external auditors
- Reviewing the contents of the annual report before its release
- Reviewing and discussing with Management the recommendations made by the external auditors and their implementation
- Reviewing the effectiveness of the system for monitoring compliance with laws and regulations and the results of Management’s investigation and follow-up of any fraudulent acts and/or non-compliance
- Overseeing the Company’s compliance with legal and regulatory provisions, its Constitution, Code of Ethics, by-laws and any rules established by the Board
- Identifying any significant issues in relation to the financial statements and how these issues were addressed
- Making recommendations to the Board as regards the appointment or reappointment of the external auditor
- Agreeing on the scope of work of the internal auditor and reviewing the audit work
- Reviewing the major risks faced by the Company and making recommendation to the Board accordingly