Page 112 - flipbook-ubp-IR

INTRODUCTION ABOUT US MANAGEMENT APPROACH
CORPORATE GOVERNANCE REPORT
3. THE BOARD (CONTINUED)
Board Committees
The Charters of the respective Board Committees, which set out, inter alia, their mandate, composition and meeting requirements are available on the Company’s website - www.ubp.mu. The Charters are reviewed as may be required from time to time.
The Charters of the respective Board Committees, which set out, inter alia, their mandate, composition and meeting requirements are available on the Company’s website - www.ubp.mu. The Charters are reviewed as may be required from time to time.
CORPORATE GOVERNANCE (NOMINATION & REMUNERATION) COMMITTEE
MANDATE
The Corporate Governance Committee advises the Board of Directors on all aspects of corporate governance and ensures that the principles of the Code are applied.
The Corporate Governance Committee is also responsible for Nomination and Remuneration aspects and its functions are as follows:
• In its role as Nomination Committee, it reviews the structure, size and composition of the Board, it ensures the right balance of independence, skills and expertise on the Board, it assesses and evaluates the role and independence of each current and potential Director and makes recommendations to the Board on the election and re-election of Directors and on matters relevant to succession planning.
• In its role as Remuneration Committee, its terms of reference include inter alia the development of the Group’s general policy on senior management remuneration including the definition of performance measurement criteria and specific remuneration packages for Executive Directors and senior management and the making of recommendations to the Board on all aspects of remuneration.
The Corporate Governance Committee charter has been reviewed and approved by the Board during the FY2021. The Committee confirms that it has assumed its responsibilities in accordance with its terms of reference for the year under review.
COMPOSITION
As per its Charter, the Committee shall consist of at least three members, with a majority of Non-Executive Directors. The Committee is currently constituted as follows:
Catherine Gris Chairperson
3 Jean-Claude Béga Member
Thierry Lagesse Member
The Chairperson is an Independant Non-Executive Director while the other members are Non-Executive Directors.
On July 01, 2022, Mr Béga replaced Mr Marc Freismuth, who resigned as member of the Committee on June 30, 2022.
DISCUSSIONS
The Committee met seven times during FY2022, to, inter alia,:
• determine and discuss the remuneration of the employees;
• consider the report of Korn Ferry on the remuneration of Non-Executive Directors;
• received the compliance report pertaining to the Code of Ethics of the company;
• analyse and discuss the definition of Independent Non-Executive Directors and consequently, review the composition of the Board of Directors of the Company’s subsidiaries;
• recommend for approval the replacement of one of the Audit Committee member by an Independent Non-Executive Director;
• discuss the implementation a Performance Management System;
• consider specific policies in view of enhancing the corporate governance practices within the Group;
• discuss the succession planning of the Chairman;
• consider the reviewed Board Charter;
• discuss on the Board evaluation exercise; and
• examine corporate governance compliance issues.
Minimum members
ATTENDANCE
The attendance record of Committee meetings for the year under review is as shown on page 113. A quorum of two members is currently required for a Corporate Governance Committee meeting. The two Executive Directors are in attendance at almost all meetings of the Committee.
REMUNERATION
The remuneration of the Chairperson and of each member of the Corporate Governance Committee for the year ended June 30, 2022 amounted to Rs 145,000 (2021: Rs 145,000) and Rs 85,000 (2021: Rs 85,000) respectively.
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UBP INTEGRATED REPORT 2022