Corporate Governance
Corporate Governance
Corporate governance involves balancing the interests of the stakeholders in a Company - these include its shareholders, management, customers, suppliers, financiers, government and the community at large. 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. A new Code of Corporate Governance is effective in Mauritius as from July 01, 2017, and the application of this new Code is as from the reporting year ending on or after June 30, 2018, in the Company’s case therefore, for the year ending March 31, 2019. The main change brought about by the new Code is that it introduces a Principles-based approach. These Principles must be applied and the Company must explain how the Principles were applied (Apply and Explain). Hence, for the current year, the old Code still applies, and the reporting therefore still follows the old Code. In line with the Report on 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.

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 Meetings

The Board of the Company met fifteen 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 84 and a statement on going concern is given on page 105. 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.

Roles and functions of Chairman and Chief Executive Officer

The Chairman’s primary function is to preside over meetings of Directors and to ensure the smooth running of the Board and to preside the Company’s meetings of Shareholders. The function and role of the Chief Executive Officer is separate from that of the Chairman. The main functions of the Chief Executive Officer are, interalia, to develop and recommend to the Board a long term vision and strategy for the Group, to devise business plans and budgets that support the Company’s long-term strategy, to strive to consistently achieve the Company’s financial and operating objectives and to ensure that the day-to-day business affairs of the Company are appropriately managed and monitored.

Role of Non-Executive and Independent Non Executive Directors

There were 14 Directors serving on the Board of Air Mauritius as at March 31, 2018. Non-executive and Independent Directors play a vital role in providing independent judgement in all circumstances. 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 the 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. Four 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 subcommittee meetings as and when their expertise is required.