1.1 Board of Directors Authorisation Charter
The Board oversees the conduct of the organisation’s business by management and review of the organisation’s financial objectives and major corporate plans, strategies and actions. The Board of Directors exercise leadership, enterprise, integrity and judgment in directing the organisation, so as to promote the best interests of shareholders in terms of corporate governance, fiduciary responsibilities, compliance with applicable laws and regulations, and maintenance of accounting, financial or other controls.
The Board of Directors is the ultimate decision making body of the organisation except for matters reserved for the shareholders of the organisation. Consistent with the Board’s power to delegate management of the day-to-day operation of the corporations business, the Board shall exercise business judgment in establishing and revising guidelines for authorization of expenditures or other corporate actions. In addition, directors shall have complete access to the corporation’s senior management.
The Board will establish appropriate committees such as a Corporate Governance Committee and an Audit and Risk Management Committees. These committees will report directly to the Board of Directors regarding committee activities, issues and related recommendations. The charters of each committee will be reviewed periodically with a view to delegating committees with the authority of the board. Such authority will be set forth in board resolutions or bylaws pertaining to the charters of the board committees.
The Board’s specific responsibilities in carrying out its oversight role are delineated in the Board Authorization Charter Checklist (Annex 1). The responsibilities checklist will be updated annually to reflect changes in regulatory requirements, authoritative guidance, and evolving oversight practices. The most recently updated responsibilities checklist will be considered to be an addendum to this charter.
The Board of Directors will provide continuity for the organization by representing the organization’s point of view through interpretation of its products and services, and advocacy for them. The Board will govern the organization by board policies and objectives, formulated and agreed upon by the chief executive and employees. The Board will acquire sufficient resources for the organization’s operations and to finance the products and services adequately. The Board will be accountable various stakeholders as required under the National Code of Corporate Governance (2016).
1.2 Complementary to Law and Articles
These provisions are complementary to the requirements regarding the Board and Board members contained in Mauritian legislation and regulations, the articles of association of the organisation and the provisions governing the relationship between the committees and the Board as contained in the charters of the committees (which have been adopted by the Board).
1.2.1 Charter on Website
This charter is posted on the organisation’s website.
2. Composition of the Board, Positions, Committees
2.1 Board Profile, Size, Expertise and Independence
(a) Board Profile
The Board, in consultation with the corporate governance and nomination committees, shall prepare a profile of its size and composition, considering the nature of the organisation’s business and its subsidiaries, and the desired expertise and background of the Board members (the ‘Board Profile’).
(b) Number of Members
After consultation with the corporate governance and nomination committees, the Board determines the number of Board members. The Board shall have a minimum of [number] and a maximum of [number] members.
(c) General Composition
The Board shall use its best efforts to ensure that:
(i) its members can act independently of one another;
(ii) each Board member can assess the broad outline of the organisation’s overall position;
(iii)each Board member has sufficient expertise to perform his or her role as a Board member;
(iv) the Board matches the Board Profile;
(v) at least one Board member is a financial expert, meaning he/she has expertise in financial administration and accounting for companies similar to the organisation in size and sophistication; and
(vi) no less than [number] of the Board members are independent as defined in Section
An independent director is a Board member who:
(i) has not been an employee of the organisation or group within the past three years.
(ii) has not, or has not had within the past three years; a material business relationship with the organisation either directly or as a partner, shareholder, director or senior employee of a body that has such a relationship with the organisation;
(iii) has not received or receive additional remuneration from the organisation apart from a director’s fee or as a member of the organisation’s pension scheme;
(iv) is not a nominated director representing a significant shareholder;
(v) does not have close family ties with any of the organisation’s advisers, directors or senior employees;
(vi) does not have cross-directorships nor significant links with other directors through involvement in other companies or bodies; and
(vii) has not served on the Board for more than nine years from the date of his first election.
2.2 (Re) Appointment, Term of Office, Resignation
(a) Election by Shareholders
The general meeting of shareholders elects members of the Board.
(b) Substance of Nominations and Recommendations
A nomination or recommendation to the general meeting of shareholders for a candidate for the Board shall state:
(i) the candidate’s age;
(ii) his or her profession;
(iii) the amount and nature of any shares held in the organisation;
(iv) any convictions for any crimes involving dishonesty, fraud or breach of trust;
(v) the positions he/she holds or has held in the past three years (including memberships on any Board or management governing bodies/executive committees), nominating share holder [if applicable]; and
(vi) any other information relevant to assess his or her suitability as a member of the Board.
The recommendation or nomination for appointment or reappointment shall state the reasons for the nomination or recommendation. Any nomination or recommendation by the Board for appointment or reappointment of a Board member must be in accordance with this charter.
Before recommending a member of the Board for re-election, the Board must carefully consider his or her past performance on the Board.
Board members shall retire periodically according to a rotation plan (to be drawn up by the Board) to avoid many Board members retiring at the same time. The Board may amend the rotation plan. The rotation plan is available on written demand to the Company Secretary.
2.3 Chairperson and Vice – Chairperson
The Board shall elect a Chairperson and a Vice – Chairperson from among its members. The Vice – Chairperson replaces, and assumes the powers and duties of, the Chairperson when the Chairperson is absent.
The Chairperson of the Board is primarily responsible for the activities of the Board and its committees. He/She shall act as the spokesman for the Board and is the principal contact for the Chief Executive Officer (CEO). The CEO and the Chairperson of the Board shall meet regularly. The Chairperson of the Board presides over the general meeting of shareholders.
The Chairperson ensures that:
(i) the Board satisfies its duties;
(ii) Board members, when appointed, participate in an induction program and, as needed, in supplementary training programs;
(iii) the Board members receive all information necessary for them to perform their duties;
(iv) the agendas of Board meetings are determined;
(v) the Board meetings are chaired in an effective manner;
(vi) the Board has sufficient time for consultation and decision-making;
(vii) minutes of Board and committee meetings are kept;
(viii) the committees function properly;
(ix) consult with external advisors appointed by the Board;
(x) the performance of the Board members is evaluated every year;
(xi) address problems related to the performance of individual Board members;
(xii) the Board elects a Vice – Chairperson;
(xiii) internal disputes and conflicts of interest concerning individual Board members and the possible resignation of such members as a result thereof are addressed; and
(xiv) the Board has proper contact with the Executive Committee.
2.4 Company Secretary
(a) Company Secretary
The Company Secretary assists the Board.
(b) General Access
All Board members may go to the Company Secretary for advice or to use his or her services.
The Company Secretary sees to it that the Board follows correct procedures and that the Board complies with its obligations under law and the organisation’s articles of association. The Company Secretary shall assist the Chairperson of the Board in organizing the Board’s activities (including providing information, preparing an agenda, reporting of meetings, evaluations and training programs).
(a) Establishment of Committees
The Board may appoint committees from among its members to perform specific tasks. The Board shall determine the members of any committee. The Board shall establish an Audit and Risk Committee and a Corporate Governance Committee.
(b) Board Responsibility for Committee Action
The Board remains collectively responsible for the decisions and actions taken by any committee. A committee may only perform the tasks delegated to it by the Board and may not exceed the authority or powers of the Board as a whole. Decisions that, by law, must be taken by the Board may not be delegated to a committee.
(c) Committee Reporting
Each committee must promptly inform the Board of the actions it has taken and major developments of which it becomes aware. Each Board member has unrestricted access to all committee meetings and records. The Board shall, as set forth in the charter of the committee concerned, receive a report from the committee describing the committee’s actions and findings.
(d) Committee Charters
The Board shall establish (and may amend) charters for each committee. The charters shall indicate the role and responsibilities of the committee, its composition and how it should perform its duties.
(e) Website Disclosure
The charters and the composition of the committees shall be posted on the organisation’s website.
3. Duties and Powers of the Board
3.1 General Duties and Powers
(a) General Responsibilities
The Board oversees the general business of the organisation. The entire Board is responsible for such supervision and oversight.
(b) The Board Acts in the Interest of the Organisation
The Board shall act in the best interests of the organisation and its business, taking into consideration the interests of the organisation’s shareholders and other stakeholders.
(c) Quality of Performance
The Board is responsible for the quality of its own performance.
(d) Action in Concert
As much as they can, within their individual responsibilities as members of the Board, members shall act and speak in concert with respect to important affairs and matters of principle.
(e) Provision on Information
The Chairperson, the Company Secretary and the CEO shall see to it that the management, in a timely manner, provides the Board and its committees with the information they need to properly function.
(f) Responsibility for Securing Information
The Board and its individual members each has responsibility for obtaining all information from the management and the internal and external auditors needed to carry out their duties. If the Board thinks it is necessary, it may obtain information from officers and external advisers of the organisation. The Board may require certain officers and external advisers to attend, but never to vote at its meetings.
(g) Access to Records
Each member of the Board has access to the books and records of the organisation, if useful to perform his or her duties. Unless the charter of a committee states otherwise, Board members shall consult with the Chairperson of the Board and the Company Secretary before exercising their rights under this provision.
(h) Use of Experts
The Board may hire experts to assist or advise them. The cost of such experts shall be agreed to by the Board and shall be paid by the organisation. A Board member may rely upon the advice of a relevant expert so long as the member has no reason to question the expert’s report or conclusion.
3.2 Duties Regarding the Supervision of Management
(a) Nature of Supervision
In supervising the management, the Board shall consider:
(i) the achievement of the organisation’s objectives;
(ii) the strategy and risks in the organisation’s activities;
(iii) the structure and operation of the internal risk management, and audit and control systems;
(iv) the financial reporting process;
(v) compliance with law and regulations; and
(vi) any other matters the law requires the Board to consider.
(b) Financial Reporting
The Board supervises the organisation’s financial reporting in accordance with Section 4 below.
(c)Annual Risk Review
At least once a year, the Board shall discuss the organisation’s strategy and business risks, the management’s assessment of the internal risk management and control systems, and any significant changes to such systems.
(d) Resolutions Subject to Approval
The resolutions are specified in the schedule for the matters reserved for the Board.
3.3 Duties Regarding the Members and the Performance of the Board
(a) Duties Regarding Members
The duties of the Board (in consultation with the appropriate Board committees) in relation to the members of the Board include:
(i) the nomination of members of the Board (the appointment is made by the general meeting of shareholders) and proposals to the general meeting of shareholders for the compensation of members of the Board;
(ii) the determination of the number of Board members, the appointment of a Chairperson and Vice – Chairperson of the Board, the establishment of committees and defining their roles, the evaluation of the Board, its individual members and its committees (including an evaluation of the Board Profile and the induction, education and training program); [the approval of other positions of Board members to the extent required under this charter]; and
(iii) addressing any conflicts of interest issues between the organisation and members of the Board.
(b) Assessment of Board Performance
At least once a year, the Board shall evaluate its own activities and those of its individual members, the effectiveness of such activities, and the composition and competence of the Board and its committees.
3.4 Certain Other Duties of the Board
(a) Duties Generally
The other duties of the Board include:
(i) duties regarding the external auditor as described in this Board charter and the charter of the Audit Committee; and
(ii) other duties imposed by law, the organisation’s articles of association, this charter and the charter of a committee.
(b) Annual Report and Accounts
The Board shall draw up a report describing its activities in the financial year, and containing the statements and information required by law, the organisation’s articles of association and the National Code of Corporate Governance.
4. Supervision of Financial Reporting
(a) General Supervision Responsibilities
The Board, in consultation with the Audit Committee, supervises compliance with written procedures for the preparation and publication of the annual report and accounts, the quarterly (if any) and semi-annual financial reports and any other financial information. The Board, through the Audit Committee, also supervises the internal control and audit mechanisms for external financial reporting.
(b) Discussion of Financial Reports
The Audit Committee shall regularly provide the Board with reports on the annual report and accounts, and the quarterly (if any) and semi-annual financial reports, which will then be discussed at a meeting of the Board. The annual report and accounts for the year just ended shall be discussed in a meeting with the Board within four months of the year end. The semi-annual and quarterly (if any) financial reports of the organisation for the respective period just ended shall be discussed in a meeting with the Board within two months of the end of the period.
(c) External Auditor
The Board shall ensure that the external auditor attends the meeting of the Board at which the report of the external auditor with respect to the audit of the annual accounts is discussed, and at which the Board decides whether or not to approve the annual accounts. The external auditor shall receive any financial information underlying the quarterly (if any) and/or semi-annual financial reports, and other interim financial reports, and shall be given the opportunity to respond to all information.
(d) Audit Committee is Principal Contact with External Auditor
The Board’s principal contact with the external auditor is through the Chairperson of the Audit Committee. If any irregularities in the financial reports are discovered, the first discussion regarding such irregularities should be between the Audit Committee and the external auditor.
(e) Recommendations by External Auditor
The Board shall carefully consider and, if accepted, put into effect any recommendations made by the external auditor. This will include recommendations by the external auditor on the organisation’s internal controls, as expressed in the ‘management letter’.
5. Duties Regarding Nomination and Assessment of External Auditor
(a) Appointment of External Auditor
The external auditor shall be appointed by the general meeting of shareholders. The Board shall nominate a candidate for this appointment to the general meeting of shareholders based on an open, transparent and competitive selection process, and may recommend replacement of the external auditor. The Audit Committee shall advise the Board on such matters.
(b) Compensation of External Auditor
The compensation of the external auditor, and instructions to the external auditor to provide non-audit services, shall be closely reviewed and approved by the Board on the recommendation of the Audit Committee, thus ensuring for the auditor’s independence.
(c) Reports to the Board
The Audit Committee shall report their dealings with the external auditor to the Board on an annual basis, including their assessment of the external auditor’s independence (for example, the desirability of rotating the responsible partners of the external auditor and the desirability of the external auditor providing both auditing and non-audit services to the organisation). The Board shall take this into account when deciding its nomination to the general meeting of share holders for the appointment of an external auditor.
At least once every three years, the Audit Committee shall conduct a thorough assessment of the functioning of the external auditor in the various entities and capacities in which the external auditor acts. The main conclusions of this assessment shall be communicated to the general assembly so it may assess the nomination for the appointment of the external auditor.
The Board will put the external audit contract out to tender at least every 10 years and consider whether the audit partner should be rotated at least every 5 years.
(e) Conflicts of Interest
Conflicts of interest and potential conflicts of interest between the external auditor and the organisation shall be resolved as determined by the Board on the recommendation of the Audit Committee. Board members must inform the Chairperson of the Audit Committee of any matters they know of that may compromise the independence of the external auditor or that may result in a conflict of interest between the external auditor and the organisation.
(f) Representation by External Auditor
When appointed, the external auditor shall state he/she is aware of:
(i) the organisation’s audit policy; and
(ii) other matters provided for in this charter and the charter of the Audit Committee and that he/she agrees to abide by and promote such policies.
6. Compensation of Management Board Members
(a) Annual Remuneration Report
The Audit Committee shall annually prepare a remuneration report setting out the compensation policies and activities of the past year and an overview of the compensation policy and planned activities for the next financial year and subsequent years. The remuneration report will differentiate between executive and non-executive remuneration.
(b) Approval by the General Meeting
The remuneration policy planned for the next financial year and subsequent years as specified in the remuneration report shall be submitted to the general meeting for its approval. Schemes whereby executive governing Board members and other senior managers are remunerated in the form of shares or rights to subscribe for shares, and major changes to such schemes, shall be submitted to the general meeting for its approval.
(c) Remuneration Committee
The Board shall determine the compensation of the executive and non-executive Board members on a proposal by the Remuneration Committee and within the terms of the remuneration policy adopted by the general meeting.
(d) Extraordinary Compensation
If a Board member or former Board member is paid special compensation during any financial year, an explanation of this compensation shall be included in the remuneration report. The remuneration report shall detail and explain any compensation paid or promised as severance pay to a Board member.