Corporate Governance

Board of Directors

Nomination and appointment process of Directors

Board Committees

Key Senior Governance Positions

JEAN-CLAUDE BÉGA

Chairman and Non-Executive Director

Mr Jean-Claude Béga was appointed as Director of the Company in April 2022. Born in 1963, Mr Jean-Claude Béga is a Fellow of the Association of Chartered Certified Accountants. Mr Béga joined IBL Ltd – formerly known as GML - in 1997 and is currently the Group Head of Financial Services and Business Development and an Executive Director of IBL Ltd. He currently leads IBL Group's financial services and business development activities including M&A. He is the Chairman of Lux Island Resorts Ltd, Blue Life Limited and The Bee Equity Partners Ltd, and serves as Director on a number of companies including Phoenix Beverages Limited, The United Basalt Products Limited, Espace Maison Ltée, Ekada Capital Ltd and LCF Securities 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 Programs at INSEAD Fontainebleau, France and INSEAD Singapore in 2011 and 2012. Mr Ulcoq joined the Company as Assistant Works Manager in year 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.

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 (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 Supèrieure des Sciences Economiques et Commerciales) Business School. On September 24, 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.

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 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.

Messrs BDO & Co. were engaged in FY2022 to conduct the internal audit function within the Group. In June 2023, a new mission was assigned for the audit of our engineering division. Due to the resignation of the internal audit partner and many members of the team, the mission was delayed until in February 2024.  The objective of this assignment was to provide assurance to the Board on the adequacy and effectiveness of the controls implemented around the equipment maintenance processes at the engineering division of the Company and to review the controls around maintenance costs, supplies/parts inventory, contract management with key suppliers and the pricing basis and to assess the overall efficiency of the division. Potential weaknesses were discussed with the management and potential improvement opportunities were identified in line with best practices. Subsequently, recommendations were made to management as to the way forward to ensure better controls and risks mitigation.

In the course of the year, the Audit and Risk Committee decided to launch a tender exercise to appoint a new firm as internal auditor. Consequently, EY was appointed in May 2024. The methodology used by EY is 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 that they are operating satisfactorily, the performance of walk-through tests on procedures and processes and the formulation of necessary recommendations to management for the implementation of corrective action plans.

In June 2024, a new mission was assigned to EY to conduct a review of the revenue, collections and cash handling process of the Company.  The objective of this internal audit mission is to assess and report on the adequacy of the design and the operating effectiveness of controls aiming at mitigating key business risks within the revenue, collections and cash handling processes of the Company. In parallel, EY is conducting a thorough review of operational, financial and compliance risks relevant to the entities within the Group in order to come up with a list of risks to focus on as part of the audit plan for the next three years.

This year again, no financial issues were identified which would materially affect the figures reported in the financial statements. The recommendations are gradually being implemented by management.

Policies Approved by the Board of Directors

Charters

Position Statements

Job Description of Key Senior Positions

Key Terms and conditions of the appointment of Non-Executive Directors

Constitution of the Company