Corporate Governance
Governance Structure
Board of Directors
Nomination and appointment process of Directors
Appointments to the Board shall be in accordance with the Company’s constitution and on recommendation of the Nomination Committee. In assessing the skills required to add value to the Board, the Nomination Committee shall have regards to the knowledge required to fill a significant gap on the Board, the capacity of the individual to influence preferred outcomes through his/her involvement on the Board and the extent to which the individual may devote time and meaningfully contribute to the affairs of the Board. The Board shall favour diversity, including gender. Shareholders are ultimately responsible for electing and removing Board members. The Board shall provide Shareholders with all material information in the possession of the Company, relevant for the election or removal of the individual as a Director.Board Committees
CORPORATE GOVERNANCE (NOMINATION AND REMUNERATION) COMMITTEE
The composition of the Corporate Governance Committee is as follows: Chairperson : Aruna Radhakeesoon Members : Jean-Claude Béga, Jan BoulléAUDIT AND RISK COMMITTEE
The composition of the Audit Committee is as follows: Chairperson: Kalindee Ramdhonee Members: Stéphane Brossard, Christine MarotKey Senior Governance Positions
JEAN-CLAUDE BÉGA
Chairperson & Non-Executive Director
Mr. Jean-Claude Béga was appointed as Director of the Company on April 20, 2022 and as Chairperson of the Board on July 01, 2022. He is also the Chairperson of the Board of Directors of Bazalt Réunion and of Drymix Ltd, respectively and a member of the Corporate Governance Committee, the Strategic Committee and the Advisory Committee of the Company. Born in 1963, Mr Béga is a Chartered Certified Accountant and retired from IBL Ltd on June 30, 2023 after 26 years of service. He is also the Non-Executive Chairperson of Lux Island Resorts Ltd and of BlueLife Limited and serves as Non-Executive Director on a number of affiliates and subsidiaries of the Company and of Lux Island Resorts Ltd and BlueLife Limited.
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 Programmes 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 to Workshop Manager in 2007. In January 2012, Mr. Ulcoq was promoted to 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.
CHRISTOPHE QUEVAUVILLIERS
Group Chief Financial Officer 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 and later became Group CFO. In 2013-2014, he completed a General Management Programme delivered by the ESSEC (Ecole Supérieure des Sciences Economiques et Commerciales) Business School. In September 2015, Mr. Quevauvilliers was appointed Executive Director to the Board. He also sits on the Board of several companies within the Group. In January 2024, Mr. Quevauvilliers was appointed Group Head of Corporate Services as part of the restructuring exercise carried out in view of the major acquisition in Reunion Island. On August 16, 2024, he resigned as Company Secretary of UBP but continues to serve as Company Secretary for other entities within the Group.
Internal Audit Function of the Group
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 and Risk 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 in processes and internal control systems and to make recommendations via the Audit and Risk Committee. The objective is to ensure the effective and efficient use of available resources and ascertain 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.
Ernst & Young (‘EY’) was appointed in May 2024 to conduct the internal audit function within the Group. During the year, EY conducted targeted reviews across key business units, with findings reported to the Audit and Risk Committee on a quarterly basis.
In the first quarter, a Revenue, Collection, and Cash Handling Review was completed for UBP. It was followed in the second quarter by an Inventory Management and Security Review at Drymix and by the Nursery and Diversification Review at Cie de Gros Cailloux in the third quarter.
These internal audit assignments provided critical insights into core operational areas. While controls were found to be generally satisfactory, recommendations were made to further strengthen internal controls, enhance process efficiency, and ensure continued regulatory compliance across the Group.
The Audit and Risk Committee continues to oversee the timely implementation of management action plans arising from these reviews, ensuring the recommended improvements are fully addressed and integrated into day-to-day operations.
Position Statements
Job Description of Key Senior Positions
Key Terms and conditions of the appointment of Non-Executive Directors
Constitution of the Company
