Corporate Governance

Organisational and Governance Structure

Board attendance & Directors’ Remuneration

Board MeetingsCorporate Governance, Remuneration and Nomination CommiteeAudit and Risk Management CommiteeRemuneration MUR
Jean-Claude Béga4/41/1n/a140,000
Sunil Banymandhub (1)1/4n/a1/145,000
Jason Harel(2)1/1n/an/a50,000
Ali Jamaloodeen(3)1/1n/an/a508,511
Marc Kitten4/41/1n/a150,000
Liliane Li Chiu Lim(4)4/4n/an/a1,152,300
Sanjeev Manrakhan3/41/1n/a1,040,720
Sanjana T. Singaravelloo4/4n/a1/1110,000

(1) Resigned as director on 9 July 2018
(2) Appointed as director on 13 April 2018
(3) Resigned as director on 28 August 2017 and re-appointed as director on 13 April 2018
(4) Appointed as director on 28 August 2017

Organisational and Governance Structure

Governance Structure

The Group operates within a clearly defined governance framework that allows the Board to balance its role of providing risk oversight and strategic counsel while ensuring adherence to regulatory requirements and risk tolerance. The Board has set up two Board committees, namely the Corporate Governance, Remuneration and Nomination Committee; and the Audit and Risk Management Committee, with clearly defined mandates.

The Board committees facilitate the discharge of the Board’s responsibilities and provide in-depth focus on specific areas. The committees report to the Board through their respective chairmen and minutes of all committee meetings are submitted to the Board. Each committee has its Terms of Reference (ToRs), which the Board reviews at least once a year. The ToRs for each committee set out its role, responsibilities, scope of authority, composition and procedures.

Audit and Risk Management Committee

The main objectives of this Committee are to:

  • Review the internal control systems and processes;
  • Ensure the timely identification, mitigation and management of risks that could have a material impact on the Group;
  • Examine accounting and financial reporting processes and annual financial statements and ensure compliance with applicable laws and accounting standards;
  • Review the scope and results of the external audit as well as the nature and extent of nonaudit services provided by external auditors, where applicable.

At 30 June 2018, the members of the Committee were Mr Sunil Banymandhub (chairman of the committee) and Ms Sanjana Singaravelloo.

Corporate Governance, Remuneration and Nomination Committee

The main objectives of this Committee are to:

  • Determine, agree and develop the Company’s general policy on corporate governance;
  • Make recommendations on the appointment of new directors;
  • Determine any criteria necessary to measure the performance of executive directors in discharging their functions and responsibilities;
  • Recommend to the shareholders the level of fees to be paid to directors, and review and advise on the remuneration policy;

At 30 June 2018, the members of the Committee were Mr Jean-Claude Béga (chairman of the committee), Prof. Marc Kitten and Mr Sanjeev Manrakhan.

Directors in the Subsidiaries

The policy of the Group is to appoint the Chief Executive Officer of the subsidiary and at least one director from the holding company on the board of the subsidiaries.

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Profile of Directors

Conflict of Interest

The directors and staff are encouraged to selfdeclare conflicts of interest and if applicable, withdraw from the decision-making process.

The Board and management team are responsible for managing conflict of interest situations in order to ensure that the workplace behaviour and decision-making throughout the Group are not influenced by conflicting interests. Policies regarding gifts and hospitality offered have been communicated to staff.

Ethics and Business Conduct

The Group is committed to abide by the highest standards of ethical and professional integrity, based on a fundamental belief that business should be carried out honestly, fairly and legally. Our Code of Conduct, which encompasses our ethical practices, anti-bribery rules, data protection and confidentiality norms amongst others, is intimated to employees upon joining as part of their employment conditions.

The Company takes any allegations of solicitation of bribes or any corrupt practices very seriously. As such, any of these allegations are escalated directly to the CEO who will then decide, based on recommendations from the Internal Executive Committee and external (Legal advisor) counsel, whether to refer it to the Disciplinary Committee and eventually relevant enforcement authorities.

Statement of Remuneration Philosophy

As from January 2016, on the recommendation of the Corporate Governance, Remuneration and Nomination committee, non-executive directors are paid a fee for attending Board meetings and Committee meetings. The Chairman of the Board and Chairman of the Committees are paid a higher fee. Executive directors are in full-time employment of the Group and do not receive additional fees for sitting on the Board or the Committee meetings.

The remuneration policy for management and staff is to reward effort and merit as fairly as possible. Other factors considered include experience, qualifications, skills scarcity, responsibilities shouldered and employee engagement. The Chief Executive Officer of each subsidiary is also incentivised through a profit sharing scheme based on the profitability of the subsidiary and the achievement of set key performance indicators (KPIs).

Auditors Remuneration

The fees payable to the Group external auditors, Kemp Chatteris, for audit services amounted to MUR 388,500 (2017: MUR 359,000). No fees were paid to them for non-audit services.

Internal Control and Internal Audit

The Board is responsible for the system of internal control and risk management. Management is responsible for the design, implementation and monitoring of the internal control systems. In view of the size of its operations, the Group did not have an internal audit department.

Related Party Transactions

Related party transactions are disclosed in Note 22 to the financial statements.

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Contracts of Significance

There was no contract of significance subsisting during the year to which the Company or any of its subsidiaries was a party to and on which a director was materially interested either directly or indirectly.

Corporate Social Responsibility and Other Donations

The Group contributed MUR 279,879, representing 50% of its CSR fund, to 3 NGO’s focused on helping underprivileged and vulnerable children across Mauritius, namely:

(i) Etoile du Berger

(ii) Child Evangelism Fellowship (CEF) and

(iii) Adolescent Non Formal Education Network (ANFEN).

The remaining 50% of its CSR fund was remitted to the Mauritius Revenue Authority as required under the Income Tax Act.

The Group made a donation of MUR 5,000 to a socio-cultural organisation during the year (2017: nil).

Legal and Shareholding Structure

Anglo African Investments Ltd is a private company limited by shares. The share capital of the Company consists of 1,000 ordinary shares of MUR 100 each. The shares previously wholly held by Mr Sanjeev Manrakhan were transferred to The Anglo African Foundation during the period under review.

View Group Structure

Health, Safety and Environment Policy

The Group has issued a Workplace Safety Rules handbook that is provided to all staff. The handbook is regularly updated. The Group is committed to:

  • Provide a safe workplace and ensure that personnel are properly trained and have appropriate safety and emergency equipment.
  • Conserve natural resources by reusing materials, purchasing recycled materials, and using recyclable packaging and other materials.
  • Market products that are safe for their intended use, efficient in their use of energy, protective of the environment, and that can be reused, recycled or disposed of safely.
  • Ensure the responsible use of energy throughout our business, including conserving energy, improving energy efficiency and giving preference to renewable over non-renewable energy sources when feasible.

Dividend Policy and Dividend Declaration

The previous dividend policy which was not to pay dividend until 30th June 2017 has lapsed. Subsequently, the Company has not adopted a formal dividend policy.

The Company has declared and paid a dividend of MUR 4.5 million in the year ended 30 June 2018 (2017: nil).

King Code IV

We have introduced a major innovation in our Integrated Report in “Applying and Explaining”, ourselves against the 16 Principles of the King Code IVTM, noting that Principle 17 is not applicable to us.

Our Integrated Reporting exercise is a voluntary one as we are not subject to any National Code of Corporate Governance. So, we have decided to adopt and report on what we believe to be the most recognised and comprehensive Code in Africa and Asia. We strongly believe that this will take us towards the objective of having the different stakeholders within the new jurisdictions to trust in the Anglo African brand.

Certificate by Company Secretary

Under Section 166(d) of the Companies Act 2001

In our capacity as Company Secretary, we hereby confirm that, to the best of our knowledge and belief, the Company has lodged with the Registrar of Companies, for the year ended 30 June 2018, all such returns as are required for a company under the Companies Act 2001.

Mahendraduth Seechurn
For and on behalf of
Financial Consulting Associates Ltd
Company Secretary
21st September 2018
Compliance with the Code of Corporate Governance

The Company and the Group are not public interest entities as defined by the new National Code of Corporate Governance for Mauritius (2016). It has therefore decided to volontarily adopt the King Code IVTM.

Statement of Responsibility for the Integrated Report

As the Board of Anglo African Investments Ltd, we acknowledge our responsibility for ensuring the integrity of our Integrated Report 2018.

Together with management, we applied our collective mind to the preparation and presentation of information in this report and are of the opinion that our Integrated Report is presented, in all material aspects, in accordance with the International <IR> Framework.