CORPORATE GOVERNANCE 

The Board is committed to ensuring that the interests of all stakeholders are given due consideration. Indeed, corporate governance, by its very nature, involves balancing the interests of diverse stakeholders in a company; these include its shareholders, management, customers, suppliers, financiers, government and the community at large.

A new Code of Corporate Governance is effective in Mauritius as from 1 July 2017, and the application of this new Code is as from the reporting year ended on or after 30 June 2018. In the company’s case, it has been applied for the year ended 31 March 2019.

The main change brought about by the new Code is that it introduces a principle-based approach. These principles must be applied and the company must explain how the principles were applied (‘Apply and Explain’).

The Board has been meeting regularly during the year. The Board has defined specific terms of reference for its committees.

A statement of the directors’ responsibilities in respect of the financial statements is set out on page 86 of the Annual Report for 2018-19.

All directors receive regular information about the company’s affairs to enable them to discharge their duties effectively at board meetings.  

Independent professional advice is available to directors in appropriate circumstances, the cost of which is fully borne by the company. 

In line with the Report on Corporate Governance for Mauritius issued by the National Committee on Corporate Governance under the Financial Reporting Act 2004 (the ‘Code’), the Board has put in place various committees to assist in the execution of its responsibilities and to ensure compliance with the provisions set out in the Code.  

Nominations to the various committees are made as and when required.

Composition of current board sub-committees:

Audit Committee

Mr James Harold Mayer (Chairperson)

Mr Azim Fakhruddin Currimjee (Member)

Mrs Ammanah Ragavoodoo (Member)

Corporate Governance Committee

Mr Philippe Epaminondas Gaston Maxime Sauzier (Chairperson)

Mr Arvind Parmessur Bundhun (Member)

Mr Surendra Teeluck, O.S.K (Member)

Finance Committee

Mr Muhammad Yoosuf Salemohamed, C.S.K (Chairperson)

Mr Ken Arian (Member)

Mr Jitendra Nathsingh Bissessur (Member)

Remuneration and Nomination Committee 

Mrs Ammanah Ragavoodoo (Chairperson)

Mr Ken Arian (Member)

Mr Muhammad Yoosuf Salemohamed, C.S.K (Member)

Risk Committee 

Mr Goolabchund Goburdhun, G.O.S.K (Chairperson)

Mr Peter Anthony Davies (Member)

Mr Azim Fakhruddin Currimjee (Member)

Monitoring Committee

Mr Ken Arian (Chairperson)

Mr Jitendra Nathsingh Bissessur (Member)

Mr Muhammad Yoosuf Salemohamed, C.S.K (Member)

Aircraft Committee

Mr Ken Arian (Chairperson)

Mr Peter Anthony Davies

Mr Jitendra Bissessur (Member)

Mr Muhammad Yoosuf Salemohamed, C.S.K (Member)

ROLE AND FUNCTIONS OF CEO

The function and role of the Chief Executive Officer is separate from that of the Chairman.

The main functions of the Chief Executive Officer are, inter alia, to develop and recommend to the Board a long term vision and strategy for the Group, to devise business plans and budgets that support the company’s long-term strategy, to strive to consistently achieve the company’s financial and operating objectives and to ensure that the day-to-day business affairs of the company are appropriately managed and monitored.

Non-executive and independent directors play a vital role in providing independent judgement in all circumstances.

The non-executive directors are drawn from a diversity of businesses and other backgrounds, so as to bring a broad range of views and experiences to board deliberations. Although the Board is presently composed of one executive director, it is of the view that the spirit of the Code is being respected in view of the attendance and participation of the leadership team at board and sub-committee meetings and deliberations on matters including strategy, sustainability, investment and financial performance.