Corporate Governance

Governance Structure

Board of Directors

+

MARC FREISMUTH

Chairman and Non-Executive Director

+

FRANÇOIS BOULLÉ

Non-Executive Director

+

JAN BOULLÉ

NON-EXECUTIVE DIRECTOR

+

CATHERINE GRIS

INDEPENDENT NON-EXECUTIVE DIRECTOR

+

JOËL HAREL

NON-EXECUTIVE DIRECTOR

+

LAURENT DE LA HOGUE

NON-EXECUTIVE DIRECTOR

+

ARNAUD LAGESSE

Non-Executive Director

+

STEPHANE LAGESSE

NON-EXECUTIVE DIRECTOR

+

THIERRY LAGESSE

Non-Executive Director

+

CHRISTOPHE QUEVAUVILLIERS

Group Finance Manager and Executive Director

+

KALINDEE RAMDHONEE

INDEPENDENT NON-EXECUTIVE DIRECTOR

+

STÉPHANE ULCOQ

Group CEO and Executive Director

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:
Chairman: Joël Harel
Members: Marc Freismuth, Thierry Lagesse

AUDIT COMMITTEE

The composition of the Audit Committee is as follows:
Chairperson: Kalindee Ramdhonee
Members: François Boullé, Joël Harel

RISK MONITORING COMMITTEE

The composition of the Risk Monitoring Committee is as follows:
Chairman: François Boullé
Members: Kalindee Ramdhonee, Christophe Quevauvilliers, Stéphane Ulcoq

Key Senior Governance Positions

MARC FREISMUTH

Chairman and Independent 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 agregation in “Economics and Management”, he has been 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 at this position, Mr Freismuth has 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.

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 Finance Manager 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.

BHOONESHI NEMCHAND

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.

Internal Audit Function of the Group

The internal audit function is responsible for providing independent, objective assurance to the Board regarding the implementation, operation and effectiveness of internal control systems and risk management. The objective is to ascertain the extent of compliance to procedures, policies, regulations and legislation, to facilitate proper risk management practices and to recommend improvements in control, performance and productivity within the Group.

In April 2015, Messrs BDO & Co. were engaged to assume the internal audit function within the Group. The 3-year internal audit plan, as approved by the Audit Committee, sets out the extent of coverage attributable to each business process cycle within the organisation depending on the degree of risk. 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 they are operating satisfactorily, the performance of walkthrough tests on procedures and processes and the formulation of necessary recommendations.

This year again, no material financial problems were identified which would materially affect the figures reported in the financial statements. The recommendations are being implemented gradually by management under the close follow-up of our internal auditors. Further to recommendations from the Audit Committee, the Board of Directors has reiterated its intention to have its own internal audit team to ensure a more extensive coverage of all business process cycles and better assess the effectiveness of recommended procedures and controls within the Group.

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

Constitution of the Company