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: Catherine Gris Members: Jean-Claude Béga, Jan Boullé, Aruna RadhakeesoonAUDIT AND RISK COMMITTEE
The composition of the Audit Committee is as follows: Chairperson: Kalindee Ramdhonee Members: Stéphane Brossard, Christine MarotKey Senior Governance Positions
Isabelle Tadebois
HEAD OF CORPORATE SECRETARIAL SERVICES
Mrs Isabelle Tadebois, is an experienced Company Secretary and has joined UBP as head of Corporate Secretarial Services in May 2023. She brings to the group nearly 30 years' experience as Company Secretary in different sectors: including financial services, manufacturing, hospitality, agriculture and commercial. Isabelle is a qualified Company Secretary from The Chartered Governance Institute (formerly known as The Institute of Company Secretaries and Administrators). She acquired skills in people leadership through the training, mentoring and coaching of individuals and terms in the legal, Company Secretary and compliance functions within the various organisations.
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.
Further to the assessment of their expertise and independence, Messrs BDO & Co. were engaged in FY2022 to conduct the internal audit of the Group. The methodology used 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 correction action plans.
The report issued by the internal auditor during the year under review relates to a high level review of financial controls at Premix Ltd (previously Pre-Mixed Concrete Limited) in view of its integration within the Group and the replacement of its IT (operations and accounting) systems. In June 2023, a new mission was kick-started at our engineering division. The objective of this review is to thoroughly assess the adequacy and effectiveness of the controls implemented around the equipment maintenance processes at UBP and to assess the adequacy of processes and controls over equipment maintenance including preventive/planned maintenance and unscheduled repairs. The mission scope also includes the review of controls around maintenance costs, an evaluation of the use of technology within the current processes, an assessment of the adequacy of controls over the supplies/part inventory, a review of contract management with key suppliers for repairs and/or maintenance, a review of pricing and the allocation of spare parts, and a review of the overall efficiency level within the processes around equipment maintenance/repairs.
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 under the close follow-up of the internal auditor.
Position Statements
Job Description of Key Senior Positions
Key Terms and conditions of the appointment of Non-Executive Directors
Constitution of the Company
