Share Price: Rs 123.75 (Closing Price as at last trade done on 04 October 2019)

GOVERNANCE FRAMEWORK

Organisation Chart
As at 30 June 2019, the Organisation Chart of the Company was as follows:

Board and Board Committees


Board of Directors
The Board of Directors is the Company’s ultimate decision-making entity. The Board is collectively responsible and accountable for the affairs and overall performance of the Company. It ensures that proper systems and controls are in place to protect the Company’s assets and its good reputation. It also determines the strategic direction of the Company and identifies key risk areas, monitors and evaluates the implementation of policies, plans and approves the Company’s capital expenditure including investments and operating budgets. The Board also ensures that the activities of the Company comply with all legal and regulatory requirements as well as with its Constitution.

Responsibilities of the Board are set out in its Charter which may be reviewed on a yearly basis or as and when required with the introduction of, or amendment to laws and regulations.

Board Composition

Names of Directors Category
Mr. Vincent Ah-Chuen Executive Chairman
Mr. Dean Ah-Chuen Managing Director
Mr. Raymond Ah-Chuen Non-Executive Director
Professor Donald Ah-Chuen Non-Executive Director
Mr. Andre Marc Ah-Chuen Non-Executive Director
Mr. David Brian Ah-Chuen Non-Executive Director
Mr. Hai Ping Chung Tung Independent Director
Mr. Ah-Lan Lam Yan Foon Independent Director
Mr. Kee Koun Tin Kiong Fong Independent Director
Mr. Voon Yue Choon Wan Min Kee Independent Director
Alternate directors
Mr. David Brian Ah-Chuen acts as alternate director to Mr. Raymond Ah-Chuen
Mrs. Valerie Ah-Chuen acts as alternate director to Mr. Vincent Ah-Chuen

Board Committees

The Board of Directors is supported by three main Committees in its functions, namely Audit and Risk, Corporate Governance and Nomination and Remuneration. The various Committees are headed by experienced Chairmen who report on their activities and make recommendations on matters delegated to them under their respective Charters at the subsequent meeting of the Board. In order to fulfil the duties and responsibilities delegated to them, the Committees are authorised to obtain independent professional advice at the Company’s expense.

The Audit and Risk Committee assists the Board in fulfilling its oversight responsibilities and is also accountable for any other duties that may be assigned by the Board from time to time.

The Corporate Governance Committee has been set up in order to advise the Board on Corporate Governance matters and to ensure that the Company complies with the requirements of the National Code of Corporate Governance for Mauritius (2016) (the “Code”).

The Nomination and Remuneration Committee has been set up to advise the Board on the structure, size and composition of the Board and its Committees. It also makes recommendations on remuneration policy for Executive and Senior Management.

Responsibilities of the Board Committees as set out in the Board Charter may be reviewed on a yearly basis or as and when required with the introduction of, or amendment to laws and regulations.

More information on Board Committees are provided further below.

Audit and Risk Committee
The Audit and Risk Committee has been established by the Board to assist it in discharging its duties relating to the safeguarding of assets, the operation of adequate systems, control processes, the preparation of accurate financial reporting and statements in compliance with all applicable legal requirements and accounting standards. The Committee provides a forum for the discussion of business risks and control issues faced by the Company. Relevant recommendations are thus generated for consideration by the Board. The Committee also monitors the role and scope of work of internal auditors. It has the authority to conduct investigations into any matter within its scope of responsibilities and to obtain such outside or other independent professional advice as it considers necessary to carry out its duties.

The Committee normally meets on a quarterly basis and during the financial year under review, the Committee met four times.

Members of the Audit and Risk Committee as at 30 June 2019 were:

Names of Directors Category
Mr. Ah-Lan Lam Yan Foon (Chairman) Independent Director
Mr. Hai Ping Chung Tung (Member) Independent Director
Mr. Voon Yue Choon Wan Min Kee (Member) Independent Director
Corporate Governance Committee
The Corporate Governance Committee has been established by the Board to oversee the application of corporate governance provisions within the organisation and to make such recommendations to the Board as may be required to ensure strict adherence to the Code. Hence the Company remains effective and complies with prevailing corporate governance principles.

The Committee normally meets on a yearly basis and during the financial year under review, the Committee met two times.

Members of the Corporate Governance Committee as at 30 June 2019 were:

Names of Directors Category
Mr. Voon Yue Choon Wan Min Kee (Chairman) Independent Director
Mr. Ah-Lan Lam Yan Foon (Member) Independent Director
Mr. Hai Ping Chung Tung (Member) Independent Director
Nomination and Remuneration Committee
The main responsibilities of the Nomination and Remuneration Committee is to make recommendations for the appointment of directors to the Board, changes to be made to Board composition, policy in respect of Executive and Senior Management’s remuneration and the periodic review of the terms and conditions relating to Executive Directors’ service agreements.

The Committee normally meets on a yearly basis and during the financial year under review, the Committee met once.

Members of the Nomination and Remuneration Committee as at 30 June 2019 were:

Names of Directors Category
Mr. Hai Ping Chung Tung (Chairman) Independent Director
Professor Donald Ah-Chuen (Member) Non-Executive Director
Mr. Vincent Ah-Chuen (Member) Executive Chairman

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