Page 119 - flipbook-ubp-IR

OUR FINANCIAL PERFORMANCE STATEMENTS
Conflict of Interest and Related Party Transactions
A Conflict of Interest and Related Party Transactions Policy has been endorsed by the Board to provide the framework for Directors and designated employees of the Company and its subsidiaries to effectively identify, evaluate, disclose and manage potential, actual or perceived conflicts of interest, as well as related party transactions which may arise in relation to the activities of the Group. While the Board is ultimately responsible for developing appropriate policies on conflicts of interest and related party transactions, exercising this responsibility via the Corporate Governance Committee, the Audit Committee is responsible for addressing questions pertaining to conflicts of interest and related party transactions, and thereafter reports to the Board on such matters.
Directors are expected to discharge their duties and responsibilities objectively and in the best interest of the Company. They should avoid conflicts of interest or situations which might be reasonably perceived as such. Any Director who is directly or indirectly interested in a transaction or proposed transaction is required to disclose the nature of his/her interest, and he/she should not participate in the debate or vote on the matter.
Related party transactions of the Group are conducted in line with the internal policy. Please refer to note 29 of the Notes to the Financial Statements on pages 199 to 201 for details of related party transactions.
Information Governance
The responsibility for information governance with the Company is bestowed upon the Board.
With the accelerated global digital transformation, the Group is committed to adapting and strengthening the IT governance structure to safeguard the confidentiality, integrity, availability and protection of information. The Board ensures that prudent and reasonable steps are taken to ensure that the IT governance forms an integral part of the overall corporate governance of the Group and is managed according to set policies. To fulfil this obligation, the Board is supported by the Audit Committee and the Risk Monitoring Committee for reviewing information technology risks and actions taken to mitigate them. Since global digital transformations are spurring on, the Group identified information security as one of the key issues to reinforce its IT governance structure. An ad hoc IT Steering Committee was also set up during the year under review to consider and strengthen the IT governance framework of the Group.
The management of information technology and the implementation of information security are delegated to the IT function. Management is responsible for implementing the policies, procedures and practices to protect the Group’s information, in line with regulatory and industry norms. The Group ensures that access to information is only available to authorised parties while having adequate access controls in place. While the Audit Committee evaluates the effectiveness of related internal control systems, the infrastructure provides for independent assurance via the internal audit function, which acts as an additional line of defence to assess the suitability of the security policies, standards and related procedures within the Group’s entities.
The significant expenditure budgets pertaining to IT for each of the Group’s entities are discussed and approved on an annual basis by the respective Boards of Directors.
Management is responsible for implementing the policies, procedures and practices to protect the Group’s information, in line with regulatory and industry norms.
A description of the Group’s IT policies is available on the Company’s website - www.ubp.mu.
The Board of Directors and the management of the Company are also committed to complying with all relevant laws in respect of personal data, including the GDPR and the DPA for the protection of the rights and freedoms of individuals whose information are collected and processed in the course of its activities. A Data Protection Management Program has been devised to this end.
Remuneration Policy
The Corporate Governance Committee, in its role as Remuneration Committee, is responsible for making recommendations to the Board with regard to the definition and development of the Group’s general remuneration policy, including determining performance measurement criteria and specific remuneration packages for Executive Directors and senior management and the level of remuneration of Non-Executive Directors.
Furthermore, the Group places significant emphasis on appointing the right people with the right experience and expertise, whilst rewarding them adequately to ensure engagement and commitment to long-term value creation. In the same vein, the Group Remuneration Policy, endorsed by the Board, sets out rules to ensure equity, transparency and consistency run across the breadth of the Group’s remuneration practices.
UBP INTEGRATED REPORT 2022 117
CORPORATE GOVERNANCE