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Key Senior Governance Positions & Responsibilities

The Board takes particular note of the following key governance positions which are critical to the Board performing against its strategy and achieving a high level of good governance:

Chairman of the Board

The position of the Chairman of the Board is to hold as key responsibilities the following:

  1. The Chair of the Board of Directors provides leadership to the Board to ensure it functions effectively. The Board believes that it is in the best interests of all stakeholders for the Board to have the flexibility to determine the most qualified and appropriate individual to serve as Chair of the Board and to ensure that the candidate is an independent director;

  1. Plan the Board’s annual schedule of meetings and agendas, in consultation with the Group Chief Executive Officer, Company Secretary and other directors as appropriate;

  1. Coordinate with the Company Secretary to ensure that the Board receives the appropriate quantity and quality of information in a timely manner to enable it to make informed decisions;

  1. Chair all meetings of the Board and ensure that meetings are conducted efficiently and effectively

  1. Call special meetings, where required;

  1. Facilitate full and candid Board discussions, ensure all directors exercise their skills, knowledge and expertise on key Board matters and assist the Board in achieving a consensus;

  1. Develop teamwork and a cohesive Board culture and facilitate formal and informal communication with and among directors;

  1. Help ensure that action items established by the Board are tracked and appropriate follow-up action is taken as necessary;

  1. Make recommendations to the Corporate Governance, Nomination and Remuneration Committee as to Committee membership and Committee Chairs, for consideration and subsequent approval by the Board;

  1. Work with committee chairs to ensure that each committee functions effectively and keeps the Board apprised of actions taken;

  1. Be authorised to attend all committee meetings, as appropriate;

  1. Chair annual and special meetings of shareholders;

  1. Collaborate with the Corporate Governance, Nomination and Remuneration Committee in identifying and recruiting new Board members;

  1. Collaborate with the Corporate Governance, Nomination and Remuneration Committee on the performance and structure of the Board of Directors and its committees, including the performance of individual directors;

  1. Ensure that an annual Board evaluation exercise is carried out; and

  1. Maintain a close working relationship with the Group Chief Executive Officer and any other key senior staff.

Group Chief Executive Officer

The Group Chief Executive Officer (GCEO) is responsible for leading the development and execution of the Company’s long term strategy with a view to creating shareholder value. The GCEO’s leadership role also entails being ultimately responsible for all day-to-day management decisions and for implementing the Company’s long and short term plans. The GCEO acts as a direct liaison between the Board and management of the Company and communicates to the Board on behalf of management. The GCEO also communicates on behalf of the Company to shareholders, employees, Government authorities, other stakeholders and the public.

The position of the GCEO is to hold as key responsibilities the following:

  1. to lead, in conjunction with the Board, the development of the Company’s strategy;

  1. To lead and oversee the implementation of the Company’s long and short term plans in accordance with its strategy;

  1. To ensure the Company is appropriately organized and staffed and to have the authority to hire and terminate staff as necessary to enable it to achieve the approved strategy;

  1. To ensure that expenditures of the Company are within the authorised annual budget of the Company;

  1. To assess the principal risks of the Company and to ensure that these risks are being monitored and managed;

  1. To ensure effective internal controls and management information systems are in place;

  1. To ensure that the Company has appropriate systems to enable it to conduct its activities both lawfully and ethically;

  1. To ensure that the Company maintains high standards of corporate citizenship and social responsibility wherever it does business;

  1. To act as a liaison between management and the Board;

  1. To communicate effectively with shareholders, employees, Government authorities, other stakeholders and the public;

  1. To keep abreast of all material undertakings and activities of the Company and all material external factors affecting the Company and to ensure that processes and systems are in place to ensure that the GCEO and management of the Company are adequately informed;

  1. To ensure that the Directors are properly informed and that sufficient information is provided to the Board to enable the Directors to form appropriate judgments;

  1. To ensure the integrity of all public disclosure by the Company;

  1. In concert with the Chairman and Company Secretary, to develop Board agendas;

  1. To request that special meetings of the Board be called when appropriate;

  1. In concert with the Chairman and Company Secretary, to determine the date, time and location of the annual meeting of shareholders and to develop the agenda for the meeting;

  1. To sit on such committees of the Board where appropriate as determined by the Board; and

  1. To abide by specific internally established control systems and authorities, to lead by personal example and encourage all employees to conduct their activities in accordance with all applicable laws and the Company’s standards and policies, including its Environmental, Social, and Health & Safety policies.

Chairman of the Audit and Risk Committee

The Chair of the Audit and Risk Committee works in close co-operation with, and provides support and advice to, the Chairman of the Board. He has the following additional responsibilities:

  1. To provide risk expertise to the Audit and Risk Committee;

  1. To ensure compliance with the terms of the regulatory framework in Mauritius to act for the Audit and Risk Committee;

  1. To chair the Audit and Risk Committee;

  1. To guide and advise the Board in the approval of the annual report and accounts and an appropriate risk management framework;

  1. To understand the accounting procedures, key internal controls and risk management in order to assure the Board that the Company’s financial integrity is sound;

  1. To ensure that the Company has an appropriate reserves policy;

  1. To agree with the Chairman of the Board and Chief Finance Officer a reporting format for the Board, ensuring that the objectivity and independence of the Chair of the Audit and Risk Committee is not compromised;

  1. To ensure that an update report of each Audit and Risk Committee meeting is presented to the Board;

  1. To ensure that the report and accounts are properly audited, and that accepted recommendations of the external auditors are implemented;

  1. To ensure that accepted recommendations of the internal audit reports are implemented;

  1. To meet the external auditor and, where relevant, the internal auditor independently from the GCEO and Finance Director, at least once a year; and

  1. To ensure that appropriate risk management training for Directors and senior management is available and effective.

Chairman of the Corporate Governance, Nomination and Remuneration Committee

The Chair of the Corporate Governance, Nomination and Remuneration Committee works in close co-operation with, and provides support and advice to, the Chairman of the Board. He has the following additional responsibilities:

  1. Provide expertise in the areas of corporate governance, nominations and executive remuneration;

  1. To ensure the Board is up to standard with global and national good governance standards;

  1. Be a champion for good governance;

  1. Ensure that the policies around remuneration and nomination are regularly upheld and transparently adhered to by the Board;

  1. With the Chairman of the Board, oversee succession planning at the Board level and with the committee, present recommendations to the Board on successors;

  1. To ensure that an update of each corporate governance committee meeting is presented to the Board;

  1. To ensure that the Board receives regular and ongoing training and development;

  1. Oversee the production of the company’s annual report each year; and

  1. To ensure that an independent evaluation is carried out each year and that the recommendations from that evaluation are implemented.

Other Key Governance Positions

Group Chief Financial Officer

Reporting to the GCEO, the Group Chief Financial Officer has the following responsibilities:

  1. Proactively manage cash flows in a leveraged environment;

  1. Manage financial capital; communicate capital requirements/ implications of business decisions to GCEO, merchandisers and BOD;

  1. Conduct meaningful proactive analysis to improve key business decisions focusing on management of working capital;

  1. Grow equity value – increase gross profit and reduce debt;

  1. Ensure efficient capital expenditures and minimises taxes;

  1. With direction from the Board, define the financial strategy;

  1. Provide useful financial insights to help make better decisions about formulating and executing business strategy;

  1. Establish internal control processes required to manage and grow the business;

  1. Anticipate and correct problems in advance;

  1. Drive the annual budget process and the monthly reporting;

  1. Manage and lead IT organisation creating an IT competitive advantage for the business;

  1. Effectively lead the finance / accounting team by hiring and retaining top-grade talent;

  1. Develop and coach existing team and proactively replace underperformers as needed;

  1. Develop and implement a risk management policy;

  1. Ensure controls are in place to manage commodity positions and trading;

  1. Develop processes and disciplines around monitoring and assessing risk in positions;

  1. Expand financial reporting systems to determine daily and weekly gross profit estimates;

  1. Drive effective internal and external communication interactions;

  1. Effectively manage sponsor, bank, Board of director and financial advisor relationships;

  1. Manage the fiduciary responsibility of the CFO;

  1. Lead the financial evaluation of mergers and acquisition candidates;

  1. Structure, negotiate, and finalize purchase agreements; and

  1. Lead systems integration efforts.

Human Resources Manager

Reporting to the GCEO, the Human Resource Manager has the following responsibilities:

  1. Assists the GCEO in providing leadership and direction for the organisation and its employees regarding personnel matters by managing a comprehensive human resource administration including recruitment, employment, and retention services, benefits management and counselling, salary administration and job evaluation, training and development, records management, departmental budgeting, labour and employee relations, succession planning, and human resource information systems;

  1. Coordinates with functional leads within Human Resources to ensure efficient and effective collaboration to effectively support the organisation’s various initiatives;

  1. Ensures consistent and equitable application of personnel policies and government regulations throughout the organisation by helping to advise senior managers about the applicable policies and regulations and enforcing the labour rules and regulations of the Organisation;

  1. Manages and administers the staff employee service awards recognition program;

  1. Counsels employees and supervisors regarding disciplinary and grievance procedures by providing information on personnel policies and regulations, recommending a plan of action, and resolving misunderstandings;

  1. Develops and recommends personnel policies, practices, and procedures for approval by the GCEO and Board by determining causes of personnel concerns, reviewing and analysing reports and surveys, applicable regulations, professional literature, and statistical data concerning all aspects of personnel administration;

  1. Reviews and analyses data to evaluate the effectiveness of existing HR processes and recommends improvements or actions as appropriate;

  1. Contributes to the enhancement of the quality of the work environment within the Organisation by advising and leading the implementation of various programs and managing complex projects, including automating and maintaining operations and processing systems, communicating relevant information about programs and services to all levels of management throughout the Organisation, working with consultants and vendors, interpreting policies and state and federal laws, and working with advisory committees to conduct studies analysing the pros and cons of new and alternative initiatives;

  1. Design and develop new HR processes to improve the efficiency of HR operations and administration and recommend new approaches/procedures to effect continual improvement of operations performed;

  1. Promotes a positive image of the Organisation by participating in community organisations, as well as national, state and local professional associations;

  1. Represents the department and serves as a resource by participating on various Organisation committees including Healthcare Plans Review, Equal Opportunity Advisory, and Permanent Residence Advisory committees;
  2. Promotes effective employer-employee relations with bargaining unit employees by helping to provide direction on contract interpretations and participating in labour negotiations and grievance resolutions with relevant labour representatives and unions.

  1. Assists in managing the group HR budget;

  1. Contributes to a work environment that encourages knowledge of, respect for, and development of skills to engage with those of other cultures or backgrounds;

  1. Remains competent and current on best Human Resources practices through self-directed professional reading, developing professional contacts with colleagues, attending professional development courses, and attending training and/or courses as directed by the GCEO; and

  1. Contributes to the overall success of the Organisation by performing all other duties and responsibilities as assigned.

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