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Corporate Governance, Nomination and Renumeration Committee

The Board committees have been established in order to assist the Board in its mandate and to enhance its efficacy.

Directors Appointment Procedures

There should be a formal, rigorous and transparent process for the appointment, election, induction and re-election of directors. The search for Board candidates should be conducted, and appointments made, on merit, against objective criteria (to include skills, knowledge, experience, and independence and with due regard for the benefits of diversity on the Board, including gender). The Board should ensure that a formal, rigorous and transparent procedure be in place for planning the succession of all key officeholders.

Appointment

As part of its mandate the Board carefully considers the needs of the organisation in appointing directors onto the Board. The following factors are carefully considered:

  • Skills, knowledge and expertise required on the Board;
  • Skills, knowledge and expertise of the postulant;
  • Previous experience as a director;
  • Specific roles required on the Board such as chairman of a

committee;

  • Balance required on the Board such as gender and age;
  • Independence where required;
  • Reputation of the postulant in the country;
  • Amount of time the postulant is able to devote to the business

of the Board;

  • The fees requested from each postulant; and
  • Conflicts of interests.

To this end a transparent procedure is in place to vet the postulants according to this rubric.

Thereafter the members of the Corporate Governance, Nomination and Remuneration Committee will interview each postulant and will make its recommendations to the Board. The Board will agree each appointment. Once the postulant has been selected they will be put forward to the shareholders at the Annual General Meeting by way of ordinary resolution for approval.

Once a postulant has accepted a seat on the Board, they are asked to sign a service Contract which carefully outlines the following:

  • Term of office;
  • Time commitment expected from each director;
  • Confidentiality;
  • Conflicts of Interests;
  • Directors liability insurance;
  • Right to independent advice;
  • Mandatory induction program;
  • Training and development program; and
  • Board policies & procedures.

Directors are re-elected each year at the Annual General Meeting of shareholders

Directors Duties, Remuneration And Performance

Directors should be aware of their legal duties. Directors should observe and foster high ethical standards and a strong ethical culture in their organisation. Each director must be able to allocate sufficient time to discharge his or her duties effectively. Conflicts of interest should be disclosed and managed. The Board is responsible for the governance of the organisation’s information, information technology and information security. The Board, committees and individual directors should be supplied with information in a timely manner and in an appropriate form and quality in order to perform to required standards. The Board, committees and individual directors should have their performance evaluated and be held accountable to appropriate stakeholders. The Board should be transparent, fair and consistent in determining the remuneration policy for directors and senior executives.

Legal Duties

All of the Directors on the Board including any alternate Directors are fully appraised of their fiduciary duties as laid out in the Act.

Code of Ethics

The Code of Ethics was drafted by the Board in consultation with the staff and management of the various entities and it is published on the website. Both directors and staff are made aware of this Code and the consequences of not complying with it. The Code of Ethics is reviewed each year by the Corporate Governance, Nomination and Remuneration Committee.

Training sessions are held periodically throughout the organisation and its subsidiaries to ensure full compliance to this Code.

Induction

All new Board members are inducted by way of a formal induction program which is overseen by the Chairman of the Board and the Chairman of the Corporate Governance, Nomination and Remuneration Committee.

Topics covered by the inductions are:

  • Shareholders’ agreement, Constitution and Board Charter;
  • Code of Ethics;
  • Regulatory framework of Mauritius;
  • Directors duties;
  • The new Code for Corporate Governance in Mauritius;
  • Risk management framework;
  • Directors Indemnity Insurance;
  • Organisation chart;
  • Operations of the Company and its subsidiaries; and
  • Introduction to key stakeholders including staff, legal and Board advisors.

Continuous Development Program

This year the Director Development Program was designed specifically for this Board.

The following topics are being covered over a two-year period:

  • Principle functions and responsibilities of the Board;
  • Setting the Company strategic direction;
  • Making a difference as a Director;
  • How to avoid capture: a guide to conflicts of interest;
  • Shareholder relationship management;
  • CSR & corporate governance links;
  • The effective Board: proven case studies;
  • Board approaches to strategic risk management;
  • Holding Board committees to account;
  • Fraud, Whistleblowing, Anti-bribery, and Anti-corruption;
  • Family Owned and/or Controlled Corporations and Related Topics;
  • The Dragonfly perspective: Better decision-making by Boards;
  • Corporate governance trends in Africa;
  • Building your company’s ESG Capital: an investment success;
  • Tensions in value creation: which goals, how and for whom?
  • 360-degree evaluation for director strengths and development opportunities; and
  • IT Security Governance: what every Board should know.

Independent Board Evaluation

Each year, the Board appoints an independent board evaluator to evaluate the performance of the Board, its committees, individual directors and its policies and procedures.

The evaluation process is comprised of:

  1. The Consultant reviewing all relevant board documentation;
  2. Each Director completing a comprehensive questionnaire;
  3. A one on one interview with each Board member and the Evaluator; and
  4. A final report of findings plus recommendations.

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