Board Committees
Board Committees
The Board has four specific sub Committees, which meet regularly under terms of reference set by the Board.Each of the Committees has authority to take external advice as required.

The Audit Committee (AC);
The Risk Management Steering Committee (RMSC);
The Senior Officers Remuneration and Selection Committee (SORSC);
The Corporate Governance Committee (CGC);

Audit Committee (AC)

Members:

Louis Rivalland (Chairperson)
Philippe Espitalier-Noël
Dev Manraj,GOSK
Daniel Mackay
Banoomatee Veerasamy
Kan Oye Fong Weng-Poorun

Secretary - Fooad Nooraully

In attendance:

Andries Viljoen (CEO)
Vijay Seetul
Dindoyal Sookun
Nazir Shah Kodaruth
Ernst & Young and KPMG.

All members of the Audit Committee are non-executive directors and included the two independent Directors of the Board until their resignation in December 2014. However, the non-executive Chairperson of the Audit Committee was not an independent director as prescribed by the Code but had the professional knowledge, expertise and experience in finance to head this Committee. The Board considers that each member brings broad experience and professional knowledge of financial reporting to the Committee’s deliberations. The Committee’s main responsibilities include:

To oversee the financial reporting process to ensure the balance, transparency and integrity of published financial information;
To review the effectiveness of the Company’s internal financial control;
To evaluate the independence and to review the effectiveness of the internal audit function;
To ensure that no unjustified restrictions are made on the internal audit function;
To review the effectiveness of the independent audit process including recommending the appointment and assessing the performance of the external auditor;
To review the Company’s process for monitoring compliance with laws and regulations affecting financial reporting, its Code of Business Practice and Ethics and its Fraud Prevention Policy;
To review the appropriateness of the Group’s accounting policies and considers changes to them; and
To review the significant accounting judgments and monitor the integrity of the annual and interim financial statements. Ultimate responsibility for the approval of the annual and interim financial statements rests with the Board.
Click here for Terms of Reference.

Risk Management Steering Committee (RMSC)

Members:

Arjoon Suddhoo (Chairman)
Andries Nathaniel Viljoen (CEO)
Louis Rivalland
Dev Manraj, GOSK
Ramprakash Maunthrooa
Bissoon Mungroo, GOSK
Secretary - Fooad Nooraully

In attendance:

Vijay Seetul, Dindoyal Sookun, Jean Laval Ah Chip

The Committee's terms of reference include:

Ensuring there is a system of risk assessment across the Company on an on-going basis;
Reviewing the effectiveness of the Company's risk management system including risk assessment reports;
Assisting the Board to understand the total risks facing the Group and the Company;
Approving risk mitigation actions for specific items of risk and identifying areas for system improvements and monitoring;
Reviewing actions taken for specific critical transactions in accordance with the risk map for both financial and non financial risks on a continuing basis;
Setting and approving changes to financial approval limits for hedge and treasury transactions;
Setting and approving risk parameters for the Company's budget each year.

Senior Officers Remuneration and Selection Committee (SORSC)

Members:

Arjoon Suddhoo (Chairman)
Andries Nathaniel Viljoen (CEO)
Philippe Espitalier-Noël
Marc Hein
Ramprakash Maunthrooa
Sateeaved Seebaluck, GOSK

Secretary - Fooad Nooraully

In Attendance: EVP HR

The Committee is responsible for approving all the policies governing the compensation paid to the Company’s executive officers and senior management. The Committee also assists the board in the recruitment, evaluation, selection and approval of contracts of candidates for senior management positions and ensuring levels of remuneration are appropriate. A new Staff Committee is being set up for the financial year 2015/2016. The aim is to ensure that the Company achieves a cohesive and structured approach to organisational alignment and optimal use of human resources.

Click here for Terms of Reference.

Corporate Governance Committee (CGC)


Members:

Andries Nathaniel Viljoen (CEO)
Marc Hein
Daniel Mackay
Bissoon Mungroo, GOSK
Sateeaved Seebaluck, GOSK
Francois Woo Shing Hai, GOSK

Secretary - Fooad Nooraully

The role of the Corporate Governance Committee is to ensure that Board structures as well as reporting requirements on corporate governance, whether in the Annual Report or on an ongoing basis, are in accordance with the principles of good governance and the Code.