| Board Meetings | Corporate Governance, Remuneration and Nomination Commitee | Audit and Risk Management Commitee | Remuneration MUR | |
|---|---|---|---|---|
| Jean-Claude Béga | 4/4 | 1/1 | n/a | 140,000 |
| Sunil Banymandhub (1) | 1/4 | n/a | 1/1 | 45,000 |
| Jason Harel(2) | 1/1 | n/a | n/a | 50,000 |
| Ali Jamaloodeen(3) | 1/1 | n/a | n/a | 508,511 |
| Marc Kitten | 4/4 | 1/1 | n/a | 150,000 |
| Liliane Li Chiu Lim(4) | 4/4 | n/a | n/a | 1,152,300 |
| Sanjeev Manrakhan | 3/4 | 1/1 | n/a | 1,040,720 |
| Sanjana T. Singaravelloo | 4/4 | n/a | 1/1 | 110,000 |
(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
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.
The main objectives of this Committee are to:
At 30 June 2018, the members of the Committee were Mr Sunil Banymandhub (chairman of the committee) and Ms Sanjana Singaravelloo.
The main objectives of this Committee are to:
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.
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.
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.
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.
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).
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.
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 are disclosed in Note 22 to the financial statements.
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.
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).
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.
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:
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).
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.
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.
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.
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.