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Air Mauritius is committed to high standards of corporate governance with the Board being accountable to the Company’s shareholders for good governance. 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.
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.
The Board is led by the Chairman while the executive management of the Company was led by the Chief Executive Officer until 8 December 2010. Thereafter, the Management of the Company has been entrusted to the Chief Finance & Chief Information Officer, Mr Andries Viljoen, until further notice. The roles of the Board and Management are separate and recognized in terms of the Report on Corporate Governance for Mauritius. The role of the Board is to provide entrepreneurial leadership of the Company within a framework of prudent and effective controls, which enables risk to be assessed and managed
There were 14 directors serving on the Board
of Air Mauritius as at March 31, 2011. All
were non-executive directors. The executive
presence is complemented by the presence of
the Officer-in-charge and Chief Finance Officer
& Chief Information Officer, and the Executive
Vice President Strategic Planning at Board
and Sub-Committee meetings. 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 non-executives, 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.
Of the Board members who are nominated
to stand for election at the Annual Meeting of
Shareholders, two are independent directors
as defined in the Report on Corporate
Governance for Mauritius. 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
and renewable in the best interest of the
Company.
Specific responsibilities are assigned to subcommittees
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. Ad-hoc
committees on specific matters are also set
up as and when required to tackle urgent
issues which may arise from time to time.
Other Senior Executives of the Company are
invited, when appropriate, to attend Board
meetings and make presentations on the
strategies and projects of their respective
departments. Outside consultants are also
invited to attend Board and sub-committees
meetings as and when their expertise are
required.
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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 its stakeholders
are understood and met.
The Board of the Company routinely meets at
least six times a year and additionally when
necessary to consider all matters relating to
the overall control, business performance
and strategy of the Company. The Board
met 14 times for the year under review.
The Board has defined specific terms of
reference for its committees.
Click here for the statement of the directors' responsibilities in respect of the financial statements.
After making enquiries, the directors consider
that the Company has adequate resources to
continue operating for the foreseeable future.
For this reason, the going concern basis has
been adopted in preparing the accounts.
All directors receive regular information about
the Company so that they are equipped
to play as full a part as possible in Board
meetings. Papers for Board and Committee
Meetings are distributed prior to the relevant
meeting. All Board members have access
to the Company Secretary for any further
information they require. The appointment and
removal of the Secretary is a matter for the
Board as a whole. Independent professional
advice is available to directors in appropriate
circumstances, at the Company’s expense.
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