While the Board is responsible for controlling the Group’s overall operations, our employees are instrumental in enforcing good governance. To this end, a collaborative environment prevails to ensure that key information and guidance documents are made available to all employees.
Key Roles and Responsibilities
A Board Charter, a Directors Charter, Positions Statements and job descriptions, duly approved by the Board, clearly define the roles and responsibilities of the Board, the Chairman, Executive and Non-Executive Directors and the Company Secretary. The role and responsibilities of the Chairman leading the Board is distinct to those of the Group CEO, who manages the Group’s business on a day-to-day basis.
Above-mentioned documents
Key Governance Positions
The Board promotes sound corporate governance practices to create and sustain value creation. The Chairman, the Group CEO, the Group CFO and the Company Secretary, who hold key governance positions, play an important role in ensuring that such practices permeate throughout the Group.
Their key responsibilities are detailed hereunder and their respective profiles are detailed here.
Company’s Constitution
In 2004, the shareholders adopted a new Constitution which complies with the provisions of The Companies Act 2001 and those of the Listing Rules of the Stock Exchange of Mauritius Ltd. There are no clauses of the Constitution deemed material for specific disclosure.
3. THE BOARD
Mandate
The Board determines the Group’s purpose and provides effective leadership and direction to build and sustain long-term value creation for the Group and its stakeholders, while ensuring an outcome focused compliance framework. The Board determines all key matters relating to the strategy, practices, management and operations of the Company and of its subsidiaries, both locally and abroad.
The general powers of the Board are conferred in the Company’s Constitution.
Role and Responsibilities
A Board Charter, aiming to regulate how business is conducted by the Board, was endorsed by the Board in May 2018 and is in the process of being reviewed.
Board Composition
The Company’s Constitution stipulates that the Board shall consist of a minimum of 7 and a maximum of 15 Directors.
The Board of the Company is of the opinion that based on its size and the specificities of its operations, it possesses the right balance of Executive, Non-Executive and Independent Non-Executive Directors and appropriate mix of skills and experience which ensures that the Board collectively is well equipped to guide and drive the Group’s strategy in view of delivering value.
At the time of writing, the Company is headed by a committed and effective unitary Board of 12 Directors from broad industry and professional background with varied experience and expertise aligned with the needs of the Group’s business.
The two Executive Directors are the Group CEO and the Group CFO.
The Independent Non-Executive Directors reinforce impartiality on the Board and enhance competencies, knowledge and experience which enriches board discussions and contributes towards a high performing and effective Board.
Mr Joël Harel who resigned on December 31, 2020 has been replaced by Mr Stéphane Brossard on May 12, 2021.
Profiles of Directors
Marc Freismuth
Chairman and Non-Executive Director
Mr Marc Freismuth was appointed Director of the Company in March 2006 and Chairman of the Board in August 2013. Born in France in 1952, Mr Freismuth holds a ‘Diplôme d’Etudes Supérieures de Sciences Economiques’ from the University of Panthéon-Sorbonne (Paris). Holder of an aggregation in Economics and Management, he was a lecturer at the University of Montpellier up to July 1988 when he decided to join the University of Mauritius as lecturer in management and finance up to July 1994. Whilst in this position, Mr Freismuth contributed to the setting up of the Stock Exchange of Mauritius Ltd as consultant to the ‘Stock Exchange Commission’ and member of the ‘Listing Committee’. Mr Freismuth is currently self-employed as consultant in management and finance. Fellow member of the Mauritius Institute of Directors (MIoD), he sits as independent Director on the Board of several public companies.
François Boullé
Non-Executive Director
Mr François Boullé was appointed Director of the Company in May 2004. Born in 1948, Mr Boullé holds a degree from the ‘Institut d’Etudes Politiques de Paris’ (Sciences Po - Section Économique et Financière). During his professional career, he has been involved mainly in the leadership of companies engaged in distribution and trade. Until March 2016, Mr Boullé was the Managing Director of Suchem Ltd, a company specialised in the importation and distribution of industrial chemicals, textile auxiliaries, plastic raw materials, agro-chemicals and sprayers for agriculture. He was also the Managing Director of Archemics Ltd, distributor of consumer goods such as adhesives, cosmetics and detergents from Henkel Germany, and industrial products for cleaning, laundry, pools, and textile fabrics. Mr Boullé is now retired and sits as Director on the Board of these two companies which form part of the Harel Mallac Group.
Jan Boullé
Non-Executive Director
Mr Jan Boullé was appointed as Non-Executive Director to the Board in November 2018. Born in 1957, he qualified as an ‘Ingénieur Statisticien Economiste’ (France) and pursued post graduate studies in Economics at Université Laval, Canada. Mr Boullé has been the Non-Executive Chairman of IBL Ltd since July 2016. Prior to this nomination, he worked for Constance Group from 1984 to 2016 and occupied various executive positions and directorships. Mr Boullé is also a member of the Board of Directors of several major listed companies, namely BlueLife Limited, Lux Island Resorts Ltd, Phoenix Beverages Limited, Phoenix Investment Company Limited and other non-listed Mauritian companies.
Stéphane Brossard
Independent Non-Executive Director
Mr Stéphane Brossard was appointed as Independent Non-Executive Director to the Board in May 2021. Born in 1971 in France, Mr Brossard, holds a “Diplôme d’Ingénieur” from “École Centrale De Nantes”. He was also appointed on the Board of Directors of Fédération Réunionnaise du Bâtiment et des Travaux Publics (FRBTP) in 2005 and Chairman in 2011 and 2012. Mr Brossard has been CEO of CMOI, EIFFAGE TP REUNION and Wealth Director of CBO TERRITORIA and is currently the Chairman of ARGOS INDUSTRIE, a company operating in the construction sector in Réunion Island.
Catherine Gris
Independent Non-Executive Director
Mrs Catherine Gris was appointed as Independent Non-Executive Director to the Board in October 2018. Born in 1958, she holds a ‘Diplôme en Sciences Politiques’ from the ‘Institut d’Études Politiques’ of Paris, France. She has proven experience in strategic economic development and project development. Mrs Gris was the CEO of the Association of Mauritian Manufacturer (AMM) from October 2009 to June 2018 and is currently coach animator of the ‘Association Progrès du Management’. She is also an independent member of the Board of Trimetys Ltd and Cap Tamarin Ltée. She also serves as Special Adviser to the Association of Mauritian Manufacturers (AMM) and was appointed as Board member of the Economic Development Board (EDB) in March 2020.
Laurent de la Hogue
Non-Executive Director
Mr Laurent de la Hogue was appointed Director of the Company in December 2011. Born in 1975, Mr de la Hogue holds a Master’s degree in Management and Finance from the ‘Ecole Supérieure de Gestion et Finance’ of Paris, France. He completed a Risk Management Programme from INSEAD, Singapore and a General Management Programme from ESSEC Business School.
Mr de la Hogue started his career at an international bank before joining GML Management Ltée as Treasurer in 2001, where he was involved in the setting up of the Group central treasury management and in the development of projects. He is the Head of Financial Services of IBL Ltd since July 2016. Mr de la Hogue serves as Director on a number of organisations operating in the industrial, commercial, financial (regulated entities) and investment sectors. He is currently the Non-Executive Chairman of Ekada Capital Ltd, IBL Treasury Ltd and LCF Securities Ltd. He is also a member of the Board of Directors of Lux Island Resorts Ltd, a company listed on the Stock Exchange of Mauritius Ltd.
Stéphane Lagesse
Non-Executive Director
Mr Stéphane Lagesse was appointed Director of the Company in November 2011. Born in 1959, Mr Lagesse holds a degree in ‘Gestion des Entreprises’ from the University of Paris IX Dauphine. Mr Lagesse participated in the setting up of two garment manufacturing companies in Mauritius and is the Alternate Director of Mr Thierry Lagesse on the Board of IBL Ltd.
Thierry Lagesse
Non-Executive Director
Mr Thierry Lagesse was appointed Director of the Company in December 1989 and subsequently Chairman of the Board in December 2002 until August 2013. Born in 1953, Thierry Lagesse holds a ‘Maîtrise des Sciences de Gestion’ from the University of Paris Dauphine and is presently a director of several well-known companies listed on the Stock Exchange of Mauritius Ltd namely: Alteo Limited, IBL Ltd, Lux Island Resorts Ltd, Phoenix Beverages Limited and Phoenix Investment Company Limited. Mr Lagesse is also the Executive Chairman of Parabole Group, a direct to home satellite TV broadcaster.
Christine Marot
Non-Executive Director
Mrs Christine Marot was appointed Director of the Company on July 16, 2020. Born in 1969, Mrs Marot is an Accountant by profession and followed an Executive Management Programme from ESSEC Business School. She started her career with De Chazal du Mée & Co (now known as BDO) and was the Finance Executive of GML Management Ltée, where she was involved at a senior level in businesses across the IBL Group, formerly known as GML Group. She was also appointed as Acting CEO of BlueLife Limited in November 2014 and Chief Executive Officer in May 2015. She is since July 2020 the Group Head of Technology and Sustainability of IBL Ltd.
Christophe Quevauvilliers
Group CFO and Executive Director
Mr Christophe Quevauvilliers, born in 1968, is a Fellow member of the Association of Chartered Certified Accountants. He joined the Group as Finance Manager and Company Secretary in May 2002 after having spent ten years in public practice at De Chazal Du Mée & Co (now known as BDO) and four years in the industrial sector. In 2013-2014 he completed a General Management Program delivered by the ESSEC (Ecole Supérieure des Sciences Economiques et Commerciales) Business School. In September 2015, Mr Quevauvilliers resigned as Company Secretary and was appointed as Executive Director to the Board, effective as from October 1, 2015. He also sits on the Board of several companies within the Group.
Kalindee Ramdhonee
Independent Non-Executive Director
Mrs Kalindee Ramdhonee was appointed as Independent Non-Executive Director to the Board and nominated as Chairperson of the Audit Committee in November 2018. Born in 1963, she is a highly accomplished finance professional and fellow member of the Association of Chartered Certified Accountants. Mrs Ramdhonee has over 20 years of experience in finance and operations management within world-class local and international business environments in sectors such as Technologies, Telecommunications, Mining, Construction, Financial and Property Development. She has proven competences in accounting and finance extending to IT, HR, business development and general management functions. She has occupied senior management positions for decades and largely contributed to establishing and grooming business excellence in local groups such as Harel Mallac, Currimjee Jeewanjee as well as international groups, namely African Alliance, Canal + and BIA Group in Belgium and its multiple African entities. Mrs Ramdhonee is currently the Managing Director of Karics Partners Ltd engaged in advisory and BPO activities.
Stéphane Ulcoq
Group CEO and Executive Director
Mr Stéphane Ulcoq, born in 1977, holds a ‘Diplôme d’Ingénieur en Mécanique’ from the ‘Institut National des Sciences Appliquées’ (INSA) of Rouen, France and an ‘MBA International Paris’ from the Paris Dauphine and La Sorbonne Universities. He also holds a Certificate in Global Management awarded by INSEAD after having completed three Executive Education Programs at INSEAD Fontainebleau, France and INSEAD Singapore in 2011 and 2012. Mr Ulcoq joined the Company as Assistant Works Manager in 2000 and was promoted Workshop Manager in 2007. In January 2012, Mr Ulcoq was promoted to the post of Production Manager where he was in charge of all production units, both in Mauritius and overseas. In addition to his responsibilities as Production Manager, Mr Ulcoq was appointed Deputy CEO by the Board of Directors in December 2012. He then gradually handed over his duties as Production Manager and was appointed CEO of the Company in January 2015 and eventually Group CEO with effect from July 2015.
Company Secretary
The profile of the Company Secretary is detailed hereunder:
Bhooneshi Nemchand
Head of Corporate Secretarial Services and Company Secretary
Mrs Bhooneshi Nemchand is an Associate member of the Institute of Chartered Secretaries and Administrators (UK). She joined the Group as Company Secretary Designate in May 2015 after having spent six years in the financial services sector. She was appointed Company Secretary in October 2015. In February and July 2016, Mrs Nemchand was appointed Company Secretary of several companies within the Group. She has been promoted to the post of Head of Corporate Secretarial Services since July 2019.
Directors’ Directorships
The directorships of the Directors of the Company in listed companies and other Public Interest Entities (“PIE”) as at June 30, 2021 are as detailed hereunder:
Board Meetings
The Board determines the frequency of Board meetings, which are held at least on a quarterly basis to ensure that key matters are dealt with timeously. Meetings are scheduled up to one year in advance so that Directors are able to attend and participate in person. The Board promotes open and rigorous discussions, constructive debates and active participation during meetings. Special meetings may also be called from time to time as required.
The Chairman and the Group CEO, assisted by the Company Secretary, are responsible for fixing the agenda and the date for each Board meeting.
The Chairman and the Company Secretary ensure that the Directors receive the right information in a timely manner to enable them to make informed business decisions:
The attendance record of Board meetings for the year under review is as shown here.
Focus Areas
The Board met seven times this year to examine, consider, discuss or approve, inter alia the focus areas detailed hereunder. The Board has also approved some decisions by way of written resolutions.
Board Committees
The Board delegates certain duties and responsibilities to the three Board Committees, namely the Corporate Governance (Nomination and Remuneration) Committee, the Audit Committee and the Risk Monitoring Committee, tasked with providing a more comprehensive evaluation of specific matters.
Ad hoc Strategic Committee
During the year under review, the Board constituted an ad hoc Strategic Committee.
The Committee comprised of Non-Executive and Independent Non-Executive Directors, engaged in discussions pertaining to the strategic orientation of the Group and other related matters.
In accordance with the set timeline, the Committee will submit its recommendation to the Board.
Meetings Attendance
The meetings attendance for the year ended June 30, 2021 was as follows:
4. DIRECTOR APPOINTMENT PROCEDURES
Selection, Appointment and Re-election
The Board, through the Corporate Governance Committee and its role as a Nomination Committee (NC), follows a rigorous, formal and transparent procedure to select and appoint new Directors.
Selection, Appointment and Re-election
Identification and selection of Director(s) by the NC, by having regards to inter alia, the knowledge required to fill a gap on the Board, the skills required to add value and the extent to which the individual may meaningfully contribute to the affairs of the Board. The Board favours diversity, including gender, to be in line with sound principles of corporate governance.
Recommendation
The NC recommends the nomination of the Director(s) to the Board.
Appointment
In accordance with the Company’s Constitution, the Board has the power to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors but so that the total number of Directors at any time does not exceed the number fixed by the Constitution.
Re-Election
A Director so appointed shall hold office only until the next following Annual Meeting of Shareholders and shall then be eligible for re-election.
During the year under review, the NC thoroughly discussed the succession planning of one of the Directors thereafter recommended. In view of strengthening the Board skills and competencies, the NC thereafter recommended the nomination of Mr Stéphane Brossard, of French nationality, based on his expertise pertaining to the construction sector.
The Company’s Constitution does not provide for the rotation of Directors. Although being of the opinion that the holding of office by Directors relies on their experience and knowledge of the Group’s activities to ensure that they exercise the appropriate degree of leadership, skill and judgement required to achieve a sustainable performance over the years, the Corporate Governance Committee has decided to include the re-election of all Directors at the agenda of the Annual Meeting of shareholders of the Company. The Board also continuously encourages its members to acquire new skills.
Board Induction
The Chairman, with the assistance of the Company Secretary, devises a formal and tailored induction programme for new Directors to enable them to develop a sound understanding of the Company and of the Group to effectively contribute to strategic discussions. They are also made aware of their fiduciary duties and responsibilities. The induction programme comprises, inter alia:
Professional Development and Training
Directors are encouraged to keep themselves abreast of the latest workplace trends and professional practices.
Time Commitments
The Directors are expected to devote time and meaningfully contribute to the affairs of the board and to ensure that their other responsibilities do not impinge on those as Director of the Company.
The Board of the Company does not believe that its members should be prohibited from serving on the Board of other organisations unless the number of directorships limits the amount of time they are able to dedicate to being a Director of the Company.
The Executive Directors are however not authorised to hold more than two directorships in listed companies outside the Group, including overseas companies. The Board of the Company must give its approval prior to an Executive Director accepting a seat on the Board of any company outside the Group.
Succession Plan
Upon the recommendation of the Corporate Governance Committee, the Board has endorsed a Succession Planning Policy for Directors in order to ensure a proper diversity and an appropriate balance of knowledge, skills and experience on the Board.
5. DIRECTORS’ DUTIES, REMUNERATION AND PERFORMANCE
Directors’ Duties and Responsibilitie
All Directors, whether Executive, Non-Executive or Independent Non-Executive are bound by fiduciary duties. They have both a legal and moral duty to act independently, in good faith, with due care and skill, and without fetter or instruction. The Directors’ Charter duly endorsed by the Board enables the Directors to better perform their duties and ensure that their contribution is fully effective and meets the standards expected from them in terms of independence, ethics and integrity.
Non-Executive and Independent Non-Executive Directors are individuals of calibre and credibility and have the necessary skills and experience to constructively analyse, independent of management, issues of strategy, performance evaluation, resources, equal opportunities and standards of conduct. They play a particularly vital role in providing independent judgement in all circumstances.
Executive Directors on the other hand, exercise their management responsibilities and their fiduciary duties in the best interests of the Company.
Once appointed on the Board, Directors receive the key documents pertaining to their duties and responsibilities. Furthermore, charters, position statements and job descriptions have been devised so that there is a clear division of responsibilities.
Role of the Chairman and of the Group CEO
The Company’s leadership model caters for an appropriate balance of power. The roles of the Chairman and of the Group CEO are distinct. They share a positive and constructive working relationship.
The key responsibilities of the Chairman and of the Group CEO are detailed here.
Access to Information
Directors are provided with concise, adequate and timely information to enable them to make informed decisions and to discharge their duties and responsibilities.
Professional Advice
The Directors perform their duties and exercise their powers to the extent permitted by law. They have the right to seek independent professional advice at the expense of the Company to enable them to discharge their responsibilities effectively.
Directors' and Senior Officers' Insurance and Indemnification
The Directors and the Company Secretary benefit from an indemnity insurance cover for liabilities incurred while performing their duties, to the extent permitted by law.
Share Dealing and Interests Register
The Share Dealing Policy of the Company sets out the Group’s policy in respect of dealings in the shares of the Company by Directors, designated employees and their associates, thereby providing clear guidance on the practice to be followed to avoid any misuse of price-sensitive information.
The Directors of the Company use their best endeavours to abide by the principles set out in the Share Dealing Policy of the Company and in the Model Code on Securities Transactions by Directors as stipulated in Appendix 6 of the Listing Rules of the Stock Exchange of Mauritius Ltd. The Company Secretary maintains a Register of Interests, which is available for consultation by shareholders upon written request.
Conflict of Interest and Related Party Transactions
A Conflict of Interest and Related Party Transactions Policy has been endorsed by the Board to provide the framework for Directors and designated employees of the Company and its subsidiaries to effectively identify, evaluate, disclose and manage potential, actual or perceived conflicts of interest as well as related party transactions which may arise in relation to the activities of the Group. While the Board is ultimately responsible for developing appropriate policies on conflicts of interest and related party transactions and exercises this responsibility via the Corporate Governance Committee, the Audit Committee is responsible for addressing questions pertaining to conflicts of interest and related party transactions and thereafter reports to the Board on such matters.
Directors are expected to discharge their duties and responsibilities objectively and in the best interest of the Company. They should avoid conflicts of interest or situations which might be reasonably perceived as such. Any Director who is directly or indirectly interested in a transaction or proposed transaction is required to disclose the nature of his/her interest, and he/she should not participate in the debate or vote on the matter.
Related party transactions of the Group are conducted in line with the internal policy. Please refer to the following link of the Notes to the Financial Statements here for details of related party transactions.
Information Governance
While the responsibility for information governance with the Company is bestowed upon the Board, the management of information technology and the governance of information security are delegated to the IT function.
With the accelerated global digital transformation, the Group is committed to adapting and strengthening the IT governance structure to safeguard the confidentiality, integrity, availability and protection of information. The Board ensures that prudent and reasonable steps are taken to ensure that IT governance forms an integral part of the overall corporate governance of the Group and is managed according to set policies. To fulfil this obligation, the Board is supported by the Audit Committee and the Risk Monitoring Committee for reviewing information technology risks and actions taken to mitigate them. Since global digital transformations are spurring on, the Group identified information security as one of the key issues to reinforce its IT governance structure.
Management is responsible for implementing the policies, procedures and practices to protect the Group’s information, in line with regulatory and industry norms. The Group ensures that access to information is only available to authorised parties while having physical and logical access controls in place. While the Audit Committee evaluates the effectiveness of related internal control systems, the set-up provides for independent assurance via the internal audit function which acts as an additional line defence to assess the suitability of the security policies, standards and related procedures within the Group’s entities.
The significant expenditure budgets pertaining to IT for each of the Group’s entities are discussed and approved on an annual basis by the respective Boards of Directors.
Management is responsible for implementing the policies, procedures and practices to protect the Group’s information, in line with regulatory and industry norms.
The Board of Directors and the management of the Company are also committed to complying with all relevant laws in respect of personal data including the GDPR and the DPA for the protection of the rights and freedoms of individuals whose information are collected and processed in the course of its activities. A Data Protection Management Program has been devised to this end.
Remuneration Policy
The Corporate Governance Committee in its role as Remuneration Committee is responsible for making recommendations to the Board with regard to the definition and development of the Group’s general remuneration policy, including determining performance measurement criteria and specific remuneration packages for Executive Directors and senior management and the level of remuneration of Non-Executive Directors.
Furthermore, the Group lays significant emphasis on appointing the right people with the right experience and expertise whilst rewarding them adequately to ensure engagement and commitment to long-term value creation. In the same vein, the Group Remuneration Policy, endorsed by the Board, sets out rules to ensure equity, transparency and consistency run across the breadth of the Group’s remuneration practices.
Please refer to Other Statutory Disclosures for a table of total emoluments and benefits received by Directors from the Company and subsidiary companies for the year ended June 30, 2021. Non-Executive Directors received a fixed annual directorship fee only and no remuneration in the form of share options or bonuses associated with the organisation’s performance. The current remuneration package of the Group CEO comprises a basic salary, an annual performance bonus and other benefits in kind. The proportion of variable pay to fixed pay is significant and aims at aligning the interests of the Group CEO to those of the Group.
Long-term Incentive Plan
The Company does not have any long-term incentive plan yet. A ‘Performance Management System’ is being designed to reward employees based on the achievement of short term and long term objectives.
Share Option Plan
The Company does not have any Share Option Plan.
Board Evaluation
At the initiative of the Corporate Governance Committee, a Board evaluation, in the form of a questionnaire and covering, inter alia, the key aspects of the Board’s function, was commissioned in 2020. All the members of the Board were consulted and the report was communicated to the Board in view of improving its effectiveness and its functioning. in accordance with the Board Charter, the Board and its Committees are assessed on a biennial basis.
6. RISK GOVERNANCE AND INTERNAL CONTROL
Risk Governance
The Group is committed to instilling a risk and performance culture. To this end, a risk governance framework is key.
Risk Governance
The Board of Directors is responsible for the governance of risks and embeds a robust risk management framework as a core competency. The Group’s internal control system is designed to manage the risk of failure to achieve business objectives. The Board is ultimately responsible for the setting up and monitoring of the risk governance process, including setting the risk appetite, and the adequacy and effectiveness of internal control systems.
The Risk Monitoring Committee and Audit Committee assist the Board in the discharge of its duties in relation to risk management and internal control respectively.
Management is responsible for implementing internal control and risk management systems under the supervision of the Audit Committee and of the Risk Monitoring Committee respectively to ensure their effectiveness. The aim is to ensure that the assets of the Group are safeguarded, that proper accounting records are maintained and that the strategies and policies adopted by the Board are being implemented. The Board acknowledges that the Group’s systems of risk management and internal control provide reasonable, but not absolute assurance that the Group will not be adversely affected by an event that can be reasonably foreseen.
Risk Architecture
With a view to fully identify, measure, assess and mitigate our exposure to risks, an Enterprise Risk Management (ERM) framework and a Business Continuity Management (BCM) plan were implemented within the Group in 2016.
The Group’s strategic objectives were defined and the risk appetite was determined for each of these objectives based on a Group-wide approach considering risks across all departments, functions and activities.
The Risk Hierarchy is illustrated hereunder:
Risk Monitoring
Following the implementation of the ERM, a risk monitoring exercise was initially undertaken by Messrs BDO & Co in view of monitoring and reporting the key risks across the Group. Further to the control assessment, a report was submitted to the Risk Monitoring Committee on three types of risks, namely the business management risks, Board risks and emerging risks. Focused on the opportunities and risks in our evolving landscape, this exercise has been pursued by our risk and compliance officer.
A report on the key risks inherent to our activities and on the way forward is found on the following link of this report.
Insurance Coverage
The Board, via the Risk Monitoring Committee, ensures that the Group’s insurance policies are regularly assessed to guarantee adequate coverage of the significant risks faced by the Group.
Internal Controls
The Board is responsible for the Group’s internal control systems and for reviewing its effectiveness. The Group’s internal control framework seeks to ensure the reliability of financial reporting, operations and systems whilst guaranteeing compliance with internally established policies and procedures as well as with laws, regulations and codes of business practice in order to protect the Group’s assets and reputation.
The internal control framework recognises the pervasiveness of risks in our Group and is devised to tackle the key risks identified under the Enterprise Risk Management (ERM). The internal audit function thereafter assesses the effectiveness of the internal control system in mitigating those risks.
The Audit Committee assists the Board in the discharge of this responsibility and oversees the effectiveness of the Group's internal control systems. Processes are in place to monitor the effectiveness of internal controls, to identify and report any significant issues, and to ensure that timely and appropriate corrective actions are taken. In carrying out its duties, the Audit Committee receives regular reports from the Internal audit function of the Group.
Whistleblowing
In view of upholding the highest level of ethical conduct, the Board has endorsed a Whistleblowing Policy to provide a framework for its employees to raise concerns about any aspect involving malpractices without fear of reprisal or victimisation. The policy provides details of the process to follow to raise a concern as well as the possible outcomes related thereto.
7. REPORTING WITH INTEGRITY
The Board is responsible for the preparation of an Annual Report and financial statements in accordance with applicable laws and regulations. Pursuant to the prevailing Companies Act of Mauritius, the Directors are also required to ensure that financial statements are in compliance with International Financial Reporting Standards.
The Directors are further responsible for the adequate maintenance of accounting records, which disclose at any time and with reasonable accuracy, the financial position and performance of the Company and of the Group. They also have the duty to maintain an effective system of internal control and risk management to safeguard the assets of the Company and of the Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Furthermore, a soft copy of the Annual Report of the Group is available on the Company’s website – www.ubp.mu.
8. AUDIT
External Audit
The Audit Committee evaluates the independence and work effectiveness of external auditors before making a recommendation to the Board for their appointment and re-appointment. The evaluation encompasses an assessment of the qualifications and performance of the auditors, the quality and integrity of the auditors’ communications with the Audit Committee and the Company and the auditors’ independence, objectivity and professional scepticism.
In line with the prevailing Financial Reporting Act 2004, the auditors have been rotated. The current auditors of the Company a Messrs. Deloitte Mauritius.
To further ensure that the objectivity and independence of external auditors are not compromised in the conduct of the audit, the Audit Committee approves any non-audit services provided by them, which are moreover limited to ad hoc advice and assistance.
Please refer to Other Statutory Disclosures on the following link for the details of the auditors’ remuneration.
Internal Audit
The Group’s internal audit function is responsible for providing independent, objective assurance to the Board regarding the implementation, operation and effectiveness of internal control systems, risk management and governance of the Group. The objective is to ascertain the extent of compliance with procedures, policies, regulations and legislation, using a risk-based approach and to recommend improvements in control, performance and productivity within the Group. The Audit Committee monitors the independence and the objectivity of the internal audit function.
The Board relies on the internal and external audit functions to report on any weaknesses and to make recommendations via the Audit Committee and as relevant, via the Risk Monitoring Committee, the obejective being to ensure the effective and efficient use of available resources and ascertaining the accuracy of information used in the preparation of financial statements. No restrictions are placed over the right of access by the internal auditor to the records, the management and/or the employees of the Group.
Further to the assessment of their expertise and independence, Messrs BDO & Co. were engaged during the year under review to conduct the internal audit of the Group. The methodology used was based on the selection of specific business cycles, the identification of inherent risks, the verification of key controls in place in view of eliminating or reducing the risks to an acceptable level, the verification of the said controls to ensure they are operating satisfactorily, the performance of walk-through tests on procedures and processes and the formulation of necessary recommendations.
The report issued by the internal auditor during the year relates to the sales department of the Company. At the time of writing an internal audit exercise is being carried out in respect of the purchase and inventory management of Espace Maison.
Furthermore, in view of strengthening the Group’s internal audit framework, the recruitment of an internal auditor is underway.
This year again, no financial problems were identified which would materially affect the figures reported in the financial statements. The recommendations are gradually being implemented by management under the close follow-up of the internal auditor.
9. RELATIONS WITH SHAREHOLDERS AND OTHER KEY STAKEHOLDERS
Key Stakeholders of the Group
In line with its values, the Company fully engages itself towards responding to its different stakeholders’ expectations and taking on board their interests in the decision-making process, as further detailed on page 82 of this report.
Shareholding Structure
The shareholding structure of the Group at June 30, 2021 is as detailed hereunder:
The share capital of the Company amounts to Rs 265,100,420 made up of 26,510,042 ordinary shares of no par value.
The Company has as Holding Company IBL Ltd, incorporated in Mauritius.
Common Directors
The list of common Directors with the shareholder companies holding more than 5% of the share capital of the Company at June 30, 2021 was as follows:
Substantial Shareholders
The shareholders holding more than 5% of the share capital of the Company at June 30, 2021 were as follows:
Except for the above, no other entity or individual had an interest of 5% or more in the ordinary share capital of the Company.
Shareholding Profile
The share ownership and categories of shareholders at June 30, 2021 were as follows:
Shares in Public Hands
In accordance with the Listing Rules of the Stock Exchange of Mauritius Ltd, at least 25% of the shareholding of the Company is in public hands.
Share Registry and Transfer Office
The Company's Share Registry and Transfer Office is administered in-house.
Total Shareholders’ Return
Dividend Policy
The Company has no formal set dividend policy. The payment of dividend is subject to the Company’s performance, its cash flow position, its capital expenditure and debt servicing requirements as well as its foreseeable investments and growth opportunities. In so doing, the Board of Directors attempts to distribute a yearly dividend which, under normal circumstances, should remain sustainable in the medium to long term.
On May 11, 2021, the Company declared a dividend of Rs 3.00 per share in respect of FY2021.
Please refer to Financial Highlights the following link for indicators and dividend paid per ordinary share over the past five years to June 30, 2021.
Shareholders’ Agreement
At the time of writing, there is no shareholders’ agreement to the knowledge of the Company.
Annual Meeting of Shareholders
The Company’s Annual Meeting is the main forum where the shareholders exercise their rights to decide on the Company’s affairs and receive direct feedback from Board members. The external auditors also attend the meeting.
Shareholders are also informed in a timely manner of any relevant information concerning the Company and the Group such that they are able to take decisions in full awareness of their implications. These communications are made either by announcements in the press, the publication of quarterly abridged group financial statements and disclosures in the Annual Report.
Shareholders’ Calendar of Events
Further to the financial year-end in June, the calendar of key events is as follows:
The payment of the dividend for the year ended June 30, 2020, was exceptionally paid in July 2020, due to the COVID-19 impact.
