Corporate Governance
Corporate Governance
The Board is accountable to the Company’s shareholders for good governance and is committed to ensure that the interests of all stakeholders are given due consideration.

In line with the Code of Corporate Governance for Mauritius issued by the National Committee on Corporate Governance under the Financial Reporting Act 2004 (the ‘Code’), the Board of Directors 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.

Board of Directors

The Board is led by the non-executive Chairman, Dr Arjoon Suddhoo, while the executive management of the Company is led by the Chief Executive Officer. The roles of the Chairman and the Chief Executive Officer are separate and recognized in terms of the Report on Corporate Governance for Mauritius.

There were 12 directors serving on the Board of Air Mauritius as at March 31, 2015 and 3 other directors were subsequently appointed after year end. Only the Chief Executive Officer is an executive director. Nonexecutive and independent directors play a vital role in providing independent judgement in all circumstances. The non-executive directors are drawn from a diversity of business and other backgrounds, so as to bring a broad range of views and experiences to Board deliberations. Although the Board is presently composed of only one executive director as opposed two as prescribed/recommended by the Code, it is of the view that the spirit of the Code is being respected in view of the attendance and participation of Senior Executives at all Board meetings and deliberations on matters such as strategy and investment.

The Board acknowledges that the current practice is for the controlling shareholder to propose members of the Board for election by shareholders at the Annual General Meeting of the Company. Three of these are independent directors as defined by the Code. In line with the Code, all directors stand for re-election on a yearly basis. Nominations to the various Committees are also made on a yearly basis.

Senior Executives of the Company are invited regularly to attend Board meetings and sub-Committee meetings. External consultants are also invited to attend Board and sub-Committee meetings as and when their expertise is required.

Role of the Board

The role of the Board is threefold namely, to establish policies, to make significant and strategic decisions and to oversee the organisation’s activities. The Board sets the Company’s strategic targets, ensures that the necessary financial and human resources are in place for the Company to meet its objectives and reviews management performance. The Board also sets the Company’s values and standards and ensures that its obligations to the stakeholders are understood and met.

Board Committees

The Board has four specific sub Committees, which meet regularly under terms of reference set by the Board. Specific responsibilities are assigned to sub-Committees of the Board, namely, the Audit Committee, the Risk Management Steering Committee, the Corporate Governance Committee and the Senior Officers Remuneration and Selection Committee which act within the parameters of their clearly defined terms of reference. As and when necessary other Committees may be set up by the Board on an ad-hoc basis to deal with specific issues of relevance to the Company. For financial year 2015/2016, the Board has decided to set up a Finance Committee and review in depth the term of reference of SORSC. Each of the Committees has authority to take external advice as required.

1) AC Audit Committee
2) RMSC Risk Management Steering Committee
3) SORSC Senior Officers Remuneration and Selection Committee
4) CGC Corporate Governance Committee

Board Meetings

The Board of the Company met thirteen times during the year under review. 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 78 and a statement on going concern is given on page 28.Click here for the statement of the directors' responsibilities in respect of the financial statements.

Board Information

All directors receive regular information about the Company’s affairs to enable them discharge their duties at Board meetings. Independent professional advice is available to directors in appropriate circumstances, the cost of which is fully borne by the Company.