Page 118 - flipbook-ubp-IR

INTRODUCTION ABOUT US MANAGEMENT APPROACH
CORPORATE GOVERNANCE REPORT
5. DIRECTORS’ DUTIES, REMUNERATION AND PERFORMANCE
Directors’ Duties and Responsibilities
All Directors, whether Executive, Non-Executive or Independent Non-Executive, are bound by fiduciary duties. They have both a legal and moral duty to act independently, in good faith, with due care and skill, and without fetter or instruction. The Directors’ Charter duly endorsed by the Board enables the Directors to better perform their duties and ensure that their contribution is fully effective and meets the standards expected from them in terms of independence, ethics and integrity.
Non-Executive and Independent Non-Executive Directors are individuals of calibre and credibility and have the necessary skills and experience to constructively analyse, independent of management, issues of strategy, performance evaluation, resources, equal opportunities and standards of conduct. They play a particularly vital role in providing independent judgement in all circumstances.
Executive Directors on the other hand, exercise their management responsibilities and their fiduciary duties in the best interests of the Company.
Once appointed on the Board, Directors receive the key documents pertaining to their duties and responsibilities. Furthermore, charters, position statements and job descriptions have been devised so that there is a clear division of responsibilities.
Role of the Chairman and of the Group CEO
The Company’s leadership model caters for an appropriate balance of power. The roles of the Chairman and of the Group CEO are distinct. They share a positive and constructive working relationship. The key responsibilities of the Chairman and of the Group CEO are detailed on page 101. More information on their respective roles is available on the Company’s website - www.ubp.mu.
Access to Information
Directors are provided with concise, adequate and timely information to enable them to make informed decisions and to effectively discharge their duties and responsibilities.
Professional Advice
The Directors perform their duties and exercise their powers to the extent permitted by law. They have the right to seek independent professional advice at the expense of the Company to enable them to discharge their responsibilities effectively.
Directors’ and Senior Officers’ Insurance and Indemnity
The Directors and the Company Secretary benefit from an indemnity insurance cover for liabilities incurred while performing their duties, to the extent permitted by law.
Share Dealings and Interests Register
The Share Dealing Policy of the Company sets out the Group’s policy in respect of dealings in the shares of the Company by Directors, designated employees and their associates, thereby providing clear guidance on the practice to be followed to avoid any misuse of price-sensitive information.
The Directors of the Company use their best endeavours to abide by the principles set out in the Share Dealing Policy of the Company and in the Model Code on Securities Transactions by Directors as stipulated in Appendix 6 of the Listing Rules of the Stock Exchange of Mauritius Ltd. The Company Secretary maintains a Register of Interests. which is available for consultation by shareholders upon written request.
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UBP INTEGRATED REPORT 2022