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Corporate Governance

Governance Structure

The Group operates within a clearly defined governance framework that allows the Board to balance its role of providing risk oversight and strategic counsel while ensuring adherence to regulatory requirements and risk tolerance. The Board has three Board committees, namely the Corporate Governance, Nomination and Remuneration Committee,  the Audit and Risk Management Committee and the newly set up Board Research and Innovation Committee with clearly defined mandates.

The Board committees facilitate the discharge of the Board’s responsibilities and provide in-depth focus on specific areas. The committees report to the Board through their respective chairmen and minutes of all committee meetings are submitted to the Board. Each committee has its Terms of Reference (ToRs), which the Board reviews at least once a year. The ToRs for each committee set out its role, responsibilities, scope of authority, composition, and procedures.

Audit and Risk Management Committee
The main objectives of this Committee are to:
  • Review the internal control systems and processes;
  • Ensure the timely identification, mitigation and management of risks that could have a material impact on the Group;
  • Examine accounting and financial reporting processes and annual financial statements and ensure compliance with applicable laws and accounting standards;
  • Review the scope and results of the external audit as well as the nature and extent of non-audit services provided by external auditors, where applicable.

At 30 June 2021, the members of the Committee were Mr Jason Harel (chairman of the committee), Prof. Marc Kitten and Ms. Sanjana Singaravelloo

 

 

Corporate Governance, Nomination and Remuneration Committee
The main objectives of this Committee are to:
  • Determine, agree and develop the Company’s general policy on corporate governance;
  • Make recommendations on the appointment of new directors;
  • Determine any criteria necessary to measure the performance of executive directors in discharging their functions and responsibilities;
  • Recommend to the shareholders the level of fees to be paid to directors, and review and advise on the remuneration policy;

At 30 June 2021, the members of the Committee were Prof. Marc Kitten, and Mr Ali Jamaloodeen. Prof. Marc Kitten was appointed chairman of this committee on 29th September 2021.

 

Board Research and Innovation Committee
The main objectives of this Committee are to:
  • Safeguard the Company’s Intellectual, Digital & Technological Capital through Research & Innovation which has a direct bearing on the sustainability and value creation of the Company;
  • Ensure adequate, prudent and reasonable governance of Research & Innovation in a way that supports the Company in setting and achieving its strategic objectives;
  • Review of Research & Innovation having material impacts on the Company.

At 30 June 2021, members of the Committee were not yet appointed.

 

Organisational and Governance Structure

Board Attendance and Directors’ Remuneration

  Board Meetings Corporate Governance Remuneration and Nomination Committee Audit and Risk Management Committee Remuneration from the Group (MUR)
Jean CLaude Béga 4/4 2/2 n/a 160,000
Sanjana T. Singaravelloo 4/4 n/a 1/1 110,000
Marc Kitten 4/4 2/2 1/1 120,000
Ali Jamaloodeen 4/4 2/2 n/a -
Tia Ching Voon Chay Loong (1) 3/4 n/a n/a -
Sylvie Boucheron -Saunier (2) 2/4 n/a n/a 50,000
Temisan Ofong (3) 1/4 n/a n/a 25,000
Folasade Femi - Lawal (4) 1/4 n/a n/a 25,000
Jason Harel 3/4 n/a 1/1 95,000
Anoushkha Gungadin (5) 4/4 n/a n/a 100,000
Shalini Neema Rogbeer (6) n/a n/a n/a n/a

(1) Appointed as director on 1 October 2020 and resigned on 29 September 2021

(2) Appointed as director on 1 October 2020

(3) Appointed as director on 24 February 2021

(4) Appointed as director on 30 April 2021

(5) Appointed as director on 15 January 2019 and resigned on 1 June 2021

(6) Appointed as director on 28 June 2021

 

Directors in the Subsidiaries

The policy of the Group is to appoint the General Manager of the subsidiary and at least one director from the holding company on the board of the subsidiaries.Click here to learn more

Profile of Directors

The profile of all Directors. Click here to learn more

Conflict of Interest

The directors and staff are encouraged to self-declare conflicts of interest and if applicable, withdraw from the decision-making process.

The Board and management team are responsible for managing conflict of interest situations in  order to ensure that the workplace behaviour and decision-making throughout the Group are not influenced by conflicting interests. Policies regarding gifts and hospitality offered have been communicated to staff.

Ethics and Business Conduct

The Group is committed to abide by the highest standards of ethical and professional integrity, based on a fundamental belief that business should be carried out honestly, fairly and legally. Our Code of Conduct, which encompasses our ethical practices, anti-bribery rules, data protection and confidentiality norms amongst others, is intimated to employees upon joining as part of their employment conditions.

The Company takes any allegations of solicitation of bribes or any corrupt practices very seriously.  As such, any of these allegations are escalated directly to the CEO who will then decide, based on recommendations from the Internal Executive Committee and external (Legal advisor) counsel, whether to refer it to the Disciplinary Committee and eventually relevant enforcement authorities.

Statement of Remuneration Philosophy

As from January 2016, on the recommendation of the Corporate Governance, Remuneration and Nomination Committee, non-executive directors are paid a fee for attending As from January 2016, on the recommendation of the Corporate Governance, Remuneration and Nomination Committee, non-executive directors are paid a fee for attending Board meetings and Committee meetings. The Chairman of the Board and Chairman of the Committees are paid a higher fee. Executive directors are in full-time employment of the Group and do not receive additional fees for sitting on the Board or the Committee meetings.

The remuneration policy for management and staff is to reward effort and merit as fairly as possible. Other factors considered include experience, qualifications, skills scarcity, responsibilities shouldered and employee engagement. The General Manager of each subsidiary is also incentivised through a profit sharing scheme based on the profitability of the subsidiary and the achievement of set key performance indicators (KPIs).

Auditors Remuneration

The fees payable to the Group external auditors, Kemp Chatteris, for audit services amounted to MUR 410,000 (2020: MUR 362,000). No fees were paid to them for non-audit services.

Contracts of Significance

There was no contract of significance subsisting during the year to which the Company or any of its subsidiaries was a party to and on which a director was materially interested either directly or indirectly.

Internal Control and Internal Audit

The Board is responsible for the system of internal control and risk management. Management is responsible for the design, implementation and monitoring of the internal control systems. In view of the size of its operations, the Group did not have an internal audit department.

Related Party Transactions

Related party transactions are disclosed in Note 23 to the financial statements. Click here to learn more

Corporate Social Responsibility and Other Donations

The Group contributed MUR 115,580, representing 25% of its CSR fund, to 3 NGO’s focused on helping underprivileged and vulnerable children across Mauritius, namely:

(i)   Muscular Dystrophy Association (MDA),

(ii)  Medcare Academy (MA) and

(iii) Adolescent Non Formal Education Network(ANFEN).

The remaining 75% of its CSR fund was remitted to the Mauritius Revenue Authority as required under the Income Tax Act.

Health, Safety and Environment Policy

The Group has issued a Workplace Safety Rules handbook that is provided to all staff. The handbook is regularly updated. The Group is committed to:

  • Provide a safe workplace and ensure that personnel are properly trained and have appropriate safety and emergency equipment.
  • Conserve natural resources by reusing materials, purchasing recycled materials, and using recyclable packaging and other materials.
  • Market products that are safe for their intended use, efficient in their use of energy, protective of the environment, and that can be reused, recycled or disposed of safely.
  • Ensure the responsible use of energy throughout our business, including conserving energy, improving energy efficiency and giving preference to renewable over non-renewable energy sources when feasible.

Dividend Policy and Dividend Declaration

The Company has not adopted a formal dividend policy.

The Company has declared and paid a dividend of MUR 5 million for the year ended 30 June 2021 (2020: MUR 5 Mn).

King Code IVTM

We have adopted King Code IVTM in our Integrated Report and how we “Apply and Explain”, ourselves against the 16 Principles of the code, noting that principle 17 is not applicable to us. Click here to learn more

Our Integrated Reporting exercise is a voluntary one as we are not subject to any National Code of Corporate Governance. So, we have decided to adopt and report on what we believe to be the most recognised and comprehensive Code in Africa and Asia. Abiding by such standard would increase the trust placed in the Anglo African brand by stakeholders in various jurisdictions.

Legal and Shareholding Structure

Anglo African Investments Ltd is a private company limited by shares. The share capital of the Company consists of 1,000 ordinary shares of MUR 100 each and is held by The Anglo African Foundation. Click here to learn more on the Group Structure

Certificate by Company Secretary

Under Section 166(d) of the Companies Act 2001

In our capacity as the Company Secretary, we hereby confirm that, to the best of our knowledge and belief, the Company has lodged with the Registrar of Companies, for the year ended 30 June 2021, all such returns as are required for a company under the Companies Act 2001.

 

 

Mahendraduth Seechurn

For and on behalf of

Financial Consulting Associates Ltd

Company Secretary

29th September 2021

Compliance with the Code of Corporate Governance

The Company and the Group are not public interest entities as defined by the new National Code of Corporate Governance for Mauritius (2016). It has therefore decided to voluntarily adopt the King Code IVTM.

Statement of Responsibility for the Integrated Report

As the Board of Anglo African Investments Ltd, we acknowledge our responsibility for ensuring the integrity of our Integrated Report 2021.

Together with management, we applied our collective mind to the preparation and presentation of information in this report and are of the opinion that our Integrated Report is presented, in all material aspects, in accordance with the International <IR> Framework.

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