Board Committees
Board Committees
The Board has five specific sub-committees, which meet regularly under the terms of reference set by the Board. Copies of these are also available on Specific responsibilities are assigned to sub-committees of the Board, namely, the Audit Committee, the Risk Management Steering Committee, the Corporate Governance Committee, the Staff Committee and the Finance Committee which act within the parameters of their clearly defined terms of reference. As and when necessary other committees have been set up by the Board on an ad- hoc basis to deal with specific issues of relevance to the Company. Each of the Committees has authority to take external advice as required.

AC Audit Committee
RMSC Risk Management Steering Committee
SC Staff Committee
CGC Corporate Governance Committee
FC Finance Committee

Audit Committee (AC)

Members: Mr Louis Rivalland (Chairman), Mr Philippe Espitalier-Noël (from Apr 01, 2017 to Aug 03, 2017), Mrs Banoomatee Veerasamy (up to Mar 29, 2018), Mr Derek Lam Po Tang (as from Aug 08, 2017), Mrs Ammanah Ragavoodoo (as from Aug 08, 2017), Mr Anwar Abbasakoor (as from Aug 08, 2017), Mr Muhammad Yoosuf Salemohamed (as from Jul 24 to Aug 08, 2017)

Secretary: Mr Vijay Seetul

In attendance: Mr Somas Appavou (as from Jul 14, 2017), Mr Indradev Buton, Mr Vijay Seetul, Mr Dindoyal Sookun, Mr Lekrajlall Narain, Ernst & Young and KPMG.

All members of the Audit Committee are Non-executive Directors and included two Independent Directors of the Board. 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 accounting 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 consider 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.

In appropriate circumstances the Committee may make recommendations to the Board to put to shareholders for approval at the annual meeting, for the appointment, reappointment and removal of the Company’s external auditors.

The Committee reviews the work undertaken by the external auditors and assesses annually its independence and objectivity taking into account relevant professional and regulatory requirements and the relationship with the auditor as a whole. The Committee monitors the auditor’s compliance with relevant regulatory, ethical and professional standards. It also monitors the provision of any non-audit services as well as processes for the rotation of partners, in the audit process.

Items reviewed by the Audit Committee during the year include:

a) Financial reporting: The Committee reviewed the draft annual and interim reports before recommending their publication to the Board. The Committee discussed with Management and external auditors the significant accounting policies, estimates and judgements applied in preparing these reports.

b) Internal controls: The Committee has an ongoing process for reviewing the effectiveness of the system of internal controls. During the year it considered reports from the Head of Internal Audit summarising the work undertaken. The Committee looked at recommendations for improvements as well as actions taken by management as a result. The Committee also sought the views of the external auditors in making its assessment of the effectiveness of controls.

c) Internal audit: It is the responsibility of the Internal Audit Department to provide assurance to the board regarding the implementation, operation and effectiveness of internal control and risk. To ensure the independence of the Internal Audit, the Head of Internal Audit reports directly to the Committee and the appointment and dismissal of the Head of Internal Audit is under the purview of the Committee. The Committee evaluated the performance of Internal Audit from the quality of reports and recommendations from the Head of Internal Audit.

d) Audit Fees: The Committee also recommended to the Board the fees to be paid to external auditors each year. Details of the fees paid to the external auditors during the financial year 2017/18 can be found on page 30.

Risk Management Steering Committee (RMSC)

Members: Dr Arjoon Suddhoo, FRAeS (Chairman), Mr Somas Appavou (CEO as from Jul 14, 2017), Mr Louis Rivalland, Mr Dev Manraj, G.O.S.K . (up to Aug 08, 2017), Mr Ramprakash Maunthrooa (up to Mar 29, 2018), Mr Bissoon Mungroo, G.O.S.K . (up to Aug 08, 2017), Mr Derek Lam Po Tang (as from Mar 29, 2018), Mr Philippe Espitalier-Noël (as from Aug 08, 2017)

Secretary: Mr Vijay Seetul

In Attendance: Mr Vijay Seetul, Mr Dindoyal Sookun and Mr 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.

The Risk Management Steering Committee met six times during the year to monitor enterprise-wide risk, approve hedge transactions for both currency and fuel and to set parameters for the Company’s hedging strategy for each period.

In addition the RMSC also:-
Reviewed and approved risks limits and parameters, hedge mandate and any derogation from the risk manual as appropriate, whilst aligning to the business strategy and risk appetite;
Reviewed and approved hedge performance for both jet fuel and currency and ensuring that these transactions remain within pre-approved risk framework;
Ratified the key enterprise-wide risk register as approved by the risk owners and the leadership team;
Carried out an analysis of counterparty credit risks, reviewing and approving new counterparties that would otherwise deviate from prescribed internally set criteria; and
Reviewed and approved the budget financial parameters to be used as the basis for the financial year budget.
Approving specific hedge counterparties and respective signature of ISDA documents thereof.

Staff Committee (SC)

Members: Dr Arjoon Suddhoo, FRAeS (Chairman), Mr Somas Appavou (as from Jul 14, 2017), Mrs Ammanah Ragavoodoo (as from Aug 08, 2017), Mr Philippe Espitalier-Noël, Mr Ramprakash Maunthrooa, Mr Nayen Koomar Ballah, G.O.S.K . (up to Aug 08, 2017), Mr Derek Lam Po Tang (as from Aug 08, 2017).

Secretary: Mr Vijay Seetul

In Attendance: Mr Indradev Buton, Mr Balakrishna Seetaramadoo

The Staff Committee is a Sub-Committee of the Board of Directors of Air Mauritius, and established by the Board which delegates the following powers to the Staff Committee to take appropriate decisions and/or to make recommendations to the Board on matters relating to inter alia:-

(i) Human Resource plans and strategies;
(ii) Selection, recruitment, appointments, promotion, restructuring and other related exercises;
(iii) Remuneration and Performance Management System;
(iv) Terms and Conditions of Service;
(v) Training and Human Resource Development ; and
(vi) Industrial relations policies and practice

Corporate Governance Committee (CGC)

Members: Mr Muhammad Yoosuf Salemohamed (Chairman), Mr Somas Appavou (as from Jul 14, 2017), Mrs Ammanah Ragavoodoo (as from Aug 08, 2017), Mr Anwar Abbasakoor (as from Aug 08, 2017), Mrs Banoomatee Veerasamy (from Aug 08, 2017 to Mar 29, 2018).

Secretary: Mr Vijay Seetul

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.

This committee was chaired by a Non-Executive and Independent Director. Four Independent/Non-Executive Directors have been appointed to that committee. The committee is composed of a majority of Independent Directors.

Finance Committee (FC)

Members: Dr Arjoon Suddhoo, FRAeS (Chairman), Mr Somas Appavou (as from Jul 14, 2017), Mr Ramprakash Maunthrooa, Mr Philippe Espitalier-Noël, Mrs Banoomatee Veerasamy (up to Mar 29, 2018), Mr Muhammad Yoosuf Salemohamed.

Secretary: Mr Dindoyal Sookun (up to Aug 29, 2017), Mr Vijay Seetul (as from Aug 30, 2017)

In Attendance: Mr Somas Appavou (as from Jul 14, 2017), Mr Indradev Buton, Mr Vijay Seetul.

The Finance Committee monitors all expenses and revenues of the Company by setting well established procedures of accountability and thresholds or limits of approval, in line with good governance and financial best practice and standards. The Committee’s purpose is to support and advise the Board in overseeing financial affairs, including the review, approval, or recommendation to the Board (in each case consistent with the Board’s delegation of authority) of agreements, financings, capital spending, short, medium and long term purchase agreements, leasing agreements, assets management, revenue obtained from its ongoing and new concerns and other transactions relating to the Company.

The Committee advises the Board in relation to

(a) Financial policies, strategies and courses of action,
(b) Capital structure and funding;
(c) Capital management planning and initiatives including capital allocation;
(d) Acquisitions and divestments of assets, including proposals which may have a material impact on the capital position of the Company financial risk management practices; and
(e) Transactions or circumstances which could materially affect the financial condition and profile of the Company.