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.

Board of Directors

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.