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Corporate Governance

 

The National Code of Corporate Governance for Mauritius (2016) consists of 8 principles as follows:

Principle 1     Governance Structure

Principle 2     The Structure of the Board and its Committees

Principle 3     Director Appointment Procedures

Principle 4     Director Duties, Remuneration and Performance

Principle 5     Risk Governance and Internal Control

Principle 6     Reporting with Integrity     

Principle 7     Audit

Principle 8     Relations with Shareholders and Other Key Stakeholders

 

The required disclosures that need to be posted on the website are listed below:

 

Principle 1 -- Governance Structure

The Mauritius Civil Service Mutual Aid Association Ltd (Mutual Aid) is headed by an effective Board of Directors. Responsibilities and accountabilities within the Mutual Aid are clearly identified.

Organisation's constitution

Board's Charter

  • The charter is reviewed whenever there are changes in legislation and/or at the discretion of the Board.

Code of Ethics

  • The code of ethics is reviewed whenever there are changes in legislation and/or at the discretion of the Board.

Job descriptions - Key Senior Governance Positions

Organisational Chart

  • The Organisational chart is reviewed whenever there are changes in staff positions, salary and conditions of service review and/or at the discretion of the Board.

Major Accountabilities

  • The Board assumes its major accountabilities in accordance with the National Code of Corporate Governance Mauritius and the Bank of Mauritius Guideline on Corporate Governance. (1.15)
  • The statement is reviewed whenever there are changes in legislation and/or at the discretion of the Board.
  • Please click here to access the document

 

Principle 2 -- The Structure of the Board & its Committees

The Board of Directors contains independently minded directors. It includes an appropriate combination of executive, independent and non-independent non-executive directors to prevent one individual or a small group of individuals from dominating the Board's decision taking. The Board of Directors is of a size and level of diversity that is commensurate with the sophistication and scale of the Mutual Aid. Appropriate Board committees have been set up to assist the Board of Directors in the effective performance of its duties.

 

Principle 3 -- Appointment Procedures

As per the Mauritius Civil Service Mutual Aid Association Act, the directors of the Association are appointed by the Minister of Finance. There is a formal, rigorous and transparent process for the appointment, election, induction and re-election of directors. The search for Board candidates is conducted, and appointments made, on merit, against objective criteria (to include skills, knowledge, experience, and independence and with due regard for the benefits of diversity on the Board of Directors, including gender). The Board of Directors ensures that a formal, rigorous and transparent procedure is in place for planning the succession of all key officeholders.

Nomination and Appointment Process

  • Section 6 of the Mauritius Civil Service Mutual Aid Association Act provides that the Directors of the Mutual Aid Board shall be appointed by the Minister of Finance. (3.8)

Biography of Directors

Biography of the Company Secretary

  • Mr. Nityanandsingh Dabeesingh is the Company Secretary of the Mutual Aid and has been the General Manager of the Association since October 1993. He is a Member of the Board as from January 25, 2016 and the Chief Executive Officer of the Mutual Aid. He is the holder of a Diploma in Economics & Social Studies, is a Fellow Member of the Association of Chartered Certified Accountants (FCCA). He is also a Fellow Member of the Mauritius Institute of Directors (MIOD) and a member of the Mauritius Institute of Professional Accountant (MIPA). (3.10)

 

Principle 4 -- Director Duties, Senior Executive Remuneration and Performance

The directors are aware of their legal duties. They observe and foster high ethical standards and a strong ethical culture in the Association. Each director allocates sufficient time to discharge his or her duties effectively. Conflicts of interest is disclosed and managed. The Board of Directors is responsible for the governance of the Mutual Aid's Information Strategy, Information Technology and Information Security. The Board of Directors, committees and individual directors are supplied with information in a timely manner and in an appropriate form and quality in order to perform to required standards. The Board of Directors, committees and individual directors have their performance evaluated and are held accountable to appropriate stakeholders. The Board of Directors is transparent, fair and consistent in determining the remuneration policy for senior executives.

Statement of the remuneration policy

  • The remuneration of Directors of the Association is determined by the Minister of Finance who appoints Directors under the Mauritius Civil Service Mutual Aid Association Act 1895. (4.12)

The rationale for any changes in the remuneration policy

  • Subject to Section 159 of the Companies Act 2001, the Minister of Finance may decide on any variation of the fees payable to Director (4.13)

Affirmation that the board or a specified committee has reviewed the adequacy of directors and senior executives remuneration

  • For Director it is a matter for the Minister of Finance whereas for Senior Executives the remuneration is reviewed and approved by the Board of Directors. (4.14)

Explanation of the proportions of fixed and variable remuneration

  • The remuneration of Directors is determined by the Minister of Finance and includes a fixed and variable proportion. (4.17)

Assurance that the non- executive directors have not received remuneration in the form of share options

  • The Board of Directors provides assurance that the non-executive directors have not received remuneration in the form of share options or bonuses associated with the organizational performance. In fact, no share option plan exists. (4.21)

Code of Ethics

  • “The only sustainable competitive advantage any business has is its reputation ” to view the Code of Ethics, please click here (4.26)

Conflict of Interest Policy

Related Party Transactions Policy

Information Policy

  • The Association has an Information Policy duly approved by the Board of Directors and it contains confidential information for internal use only. (4.29)

Information Technology Policy

  • The Association has an Information Technology Policy duly approved by the Board of Directors and it contains confidential information for internal use only. (4.30)

Information Security Policy

  • The Association has an Information Security Policy duly approved by the Board of Directors and it contains confidential information for internal use only. (4.31)

 

Principle 5 -- Risk Governance and Internal Control

The Board of Directors is responsible for risk governance and ensures that the Mutual Aid develops and executes a comprehensive and robust system of risk management. The Board ensures the maintenance of a sound internal control system.

 

Principle 6 -- Reporting with integrity

The Board of Directors presents a fair, balanced and understandable assessment of the Mutual Aid's financial, environmental, social and governance position, performance and outlook in its annual report and on its website.

Annual Report

Annual Meeting

  • There were no questions and answers during the Annual Meeting of Shareholders held on December 27, 2021. (6.6)
  • Notice of Annual Meeting; Please click here for more information (6.17)
  • All resolutions were unanimously approved at the Annual Meeting (6.18)

Board and Committee Charters

  • The Board is the focal point of the corporate governance system and is ultimately accountable and responsible for the performance and affairs of the Association. Delegating authority to Board Sub-Committees or Management does not in any way discharge the Board from its duties and responsibilities. Board Sub-Committees are a mechanism to assist the Board and its Directors in discharging their duties through a more comprehensive evaluation of specific issues followed by well-considered recommendations to the Board; please click here for more information (6.8).

Code of Ethics

  • “The only sustainable competitive advantage any business has is its reputation ” to view the Code of Ethics, please click here (6.9)

Board / Governance Structure

  • The Board has a unitary structure. The Board formulates the strategic objectives and plans of the Mutual Aid, sets corporate objectives and budgets, oversees the operations and delegates authority to Management to implement strategies, plans and policies approved by the Board; please click here for more information (6.10).
  • The Mutual Aid is headed by an effective Board of Directors. Responsibilities and accountabilities within the Association are clearly identified. The Board leads and controls the Association and is collectively responsible for its long-term success, reputation and governance. The Governance structure of the Association is determined by its Board Charter, its Code of Ethics, the Job descriptions of the key senior governance positions and the Organisational Chart and Statement of major accountabilities (6.14).

Dividend

  • A dividend of 20% of share capital has been approved for Financial Year ended June 30, 2021. (6.11)

Financial Highlights

Newsworthy Items

  • Newsworthy items are published (6.16).

 

Principle 7 -- The Audit

The Mutual Aid considers having an effective and independent internal audit function that has the respect, confidence and co-operation of both the Board of Directors and the management. The Board of Directors has established formal and transparent arrangements to appoint and maintain an appropriate relationship with the Mutual Aid's internal and external auditors.

Internal Audit Function

 

Principle 8 -- Relations with Shareholders and Other Key Stakeholders

The Board of Directors is responsible for ensuring that an appropriate dialogue takes place among the Mutual Aid, its shareholders and other key stakeholders. The Board of Directors respects the interests of its shareholders and other key stakeholders within the context of its fundamental purpose.

Annual Meeting

  • All resolutions were unanimously approved in the Annual Meeting held on December 27,  2021. (8.10)

Publish of votes

  • For confidentiality reasons, votes at the annual meeting and other shareholder meetings are not published on the Mutual Aid website.
  • In case of votes these are recorded in the minutes of proceeding of the meeting and are not published on website due to confidentiality. (8.10)

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