Page 105 - flipbook-ubp-IR

OUR FINANCIAL PERFORMANCE STATEMENTS
Company’s Constitution
In 2004, the shareholders adopted a new Constitution which complies with the provisions of The Companies Act 2001 and those of the Listing Rules of the Stock Exchange of Mauritius Ltd. There are no clauses of the Constitution deemed material for specific disclosure. A copy of the Constitution is available on the Company’s website.
3. THE BOARD
Mandate
The Board provides effective leadership and direction to build and sustain long-term value creation for the Group and its stakeholders, while ensuring an outcome-focused compliance framework. The Board determines the pertinent matters relating to the strategy and operations of the Company and of its subsidiaries, both locally and abroad.
The general powers of the Board are conferred by the Company’s Constitution.
Role and Responsibilities
A Board Charter, aimed at regulating how business is conducted by the Board, was endorsed by the Board in May 2018 and reviewed in 2022.
Responsibilities
The key responsibilities, as further detailed in the Charter, pertain to, inter alia:
GROUP RISK MANAGEMENT STATEMENT OF ACCOUNTING AND STRATEGIES AND INTERNAL ACCOUNTABILITY FINANCIAL
SIGNIFICANT CORPORATE ACTIVITIES
CORPORATE GOVERNANCE AND ETHICS
CONTROL
MONITORING AND REPORTING
THE BOARD OF DIRECTORS
Principles & Methodologies
The Board exercises its powers and performs its duties through the following principles and methodologies, inter alia:
the Chairperson of the Board shall be a Non-Executive Director;
the existence of an appropriate balance of Executive, Non-Executive and Independent Non-Executive Directors on the Board, with at least one woman as Director;
the creation of Board Committees;
adherence to the Group’s Code of Ethics and other governance policies, such as the Share Dealing Policy and the Conflict of Interest and Related Party Transactions Policy;
the approval of the strategic orientation of the Group and the monitoring of management in respect of the implementation of the plans and strategies and compliance with set policies;
the existence of clear lines of responsibility and accountability throughout the Group and compliance with the regulatory framework;
the review of reports in respect of the Group’s internal control systems;
the approval of the Group’s risk appetite and the monitoring of the risk management framework; the existence of a formal Directors’ remuneration policy; and
the provision of accurate information in a timely manner to stakeholders.
UBP INTEGRATED REPORT 2022 103
CORPORATE GOVERNANCE