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 Chairman while the executive management of the Company is led by the Chief Executive Officer Mr Andries Nathaniel Viljoen. 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 15 directors serving on the Board of Air Mauritius as at March 31, 2013. All were non- executive directors except for the Chief Executive Officer. 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 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 Meeting of the company. Two of these 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.

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.

Other Senior Executives of the Company are invited, when appropriate, to attend Board meetings and sub- committee meetings. Consultants are also invited to attend Board and sub-committee meetings as and when their expertise are required.

Role of the Board

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.

Board Meetings

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 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 91 and a statement on going concern is given on page 27.The Board met 10 times during the year under review. 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 in order to enable them 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.