Corporate Governance

Corporate Governance

GOVERNANCE STRUCTURE

Role of the Board

The Board is responsible for leading effectively the Group and the Company by establishing strategies and policies to enhance the long-term value for its shareholders and other stakeholders.

The Board of Directors is ultimately responsible and accountable for all the affairs and general performance of the Company including governances of risks. The Board approves risk strategy and policies, and delegates their formulation, implementation and monitoring to Senior Management. In turn, Senior Managers have primary responsibility for maintaining and enforcing procedures, practices and controls and ensuring that the Board is kept informed, in a timely manner, of all risk-related issues that may affect the Company. The Board also ensures that all legal and regulatory requirements are met.

Organisational Chart and Statement of Accountabilities

Rey & Lenferna (R&L) operates within a defined governance framework with clear lines of authority, accountability and responsibility as illustrated in the chart below.

The Board has approved the positions statements of Key Governance positions as: the Chairman, the Managing Director (MD) and the Company Secretary as well as the Organisational Chart and the statement of accountabilities.

Corporate-Governance-Committee

The Company operates within a well-structured governance framework, with defined lines of responsibility as outlined in the above chart. The Board, where deemed appropriate delegate authority whilst retaining effective control but remains fully accountable and responsible for the performance of R&L. The Board has thus created two Board committees which operate with direct reporting lines within approved terms of reference and which are mandated to provide guidance to the Board.

STRUCTURE OF BOARD AND COMMITTEES

Board Size and Structure

The Company’s constitution stipulates that the Board shall consist of a minimum of five and a maximum of twelve directors. The Company is headed by a unitary Board consisting of twelve directors, one of whom is independent non-executive, nine non-executives and two executives.

The directors come from different professional backgrounds with varied skills, expertise and business experience. Taking into account the sector into which the Company operates, the Board is satisfied that its actual size and composition is well balanced (including gender balance) for it to assume fully its responsibilities while discharging its duties effectively. The Board Charter stipulates that Board will be composed of at least two executives, one non-executive independent and one female directors.

The Board Charter states a list of criteria to assess the independence of directors. Moreover, the Board has entrusted to the Corporate Governance (Nomination and Remuneration) Committee (‘CGNRC’) the monitoring of such independence.

The Company Secretary

The Company Secretary ensures that the Company complies with its constitution and all relevant statutory and regulatory requirements, codes of conduct and rules established by the Board. The Company Secretary provides guidance to the directors and advises the board on matters of ethics and good governance and is the focal point of contact within the Company for shareholders.

The Company Secretariat function has been entrusted to ECS Secretaries Ltd through a service agreement. This company is an independent provider of company secretarial services since more than two decades, and employs fully qualified secretaries from the Chartered Institute of Chartered Secretaries to fulfil its duties as Company Secretary in accordance with qualifications required by the Companies Act 2001. The role of the Company Secretary has been defined in a Position Statement as approved by the Board of Directors.

Board and Committees Processes

The calendar of board, committee and annual shareholders’ meetings are set well in advance. The Board meetings are held at least four times a year and each committee meets at least two times a year. Additional meetings may be convened to deliberate urgent matters. Certain decisions are taken by way of written resolutions.The Board has decided to review Board and Committees’ charter every three years upon recommendation of the Corporate Governance, Nomination and Remuneration Committee

Board Committees

The Board has formed two Committees: the Audit (and Risk) Committee and Corporate Governance (Nomination and Remuneration) Committee to assist the directors in the discharge of their duties through a comprehensive evaluation of specific issues.

The Chairpersons of the two committees are invited to report verbally to the directors during board meetings.

Each Committee is governed by a charter as approved by the Board.

Audit & Risk Committee

Audit-Com

All members of the Audit & Risk Committee are financially literate and the Chairman is a Fellow of the Institute of Chartered Accountants, England and Wales

Main Terms of Reference

    • Ensure the reliability and accuracy of financial information provided by management and other users of financial statements.
    • Ensure the company’s compliance with regulatory requirements with regard to financial matters.
    • Evaluate the performance of external auditors and their independence.
    • Monitor the functioning of the internal control system and internal audit.
    • Monitor the Strategic, Financial, Operational and Compliance risks of the Company.

Corporate Governance (Nomination & Remuneration) Committee

Main Terms of Reference

    • Make recommendations regarding the company’s general policy pertaining to executive, non-executive, independent non-executive fees and senior management remuneration.
    • Determine the Company’s general policy on executive and senior management remuneration.
    • Make recommendation to the Board on the appointment of directors and Ensure that the board has a right balance of skills, expertise and independence and make recommendation on the composition of the Board.
    • Determine and develop the Company’s general policy on Corporate Governance in accordance with the Code of Corporate Governance.
    • Prepare and review the corporate governance report to be published in the Company’s annual report.
    • Ensure that the disclosures are made in the annual report in compliance with the disclosure provisions of the Code of Corporate Governance.

DIRECTOR APPOINTMENT PROCEDURES

DIRECTORS PROFILE

Dominique GALEA

Chairman and Non-Executive Director
Appointed: 24 June 1998

Mr Dominique Galea, born in 1952, holds an “Hautes Etudes Commerciales” (HEC) degree. He started his career in the textile industry in the early 1980’s by setting up an agency business, Kasa Textile & Co Ltd. He has since diversified his activities by acquiring a majority interest in Ducray Lenoir Ltd in 1988, and in Rey and Lenferna Ltd in 1998.

Directorship in Listed Companies:

The Mauritius Union Assurance Cy Ltd, United Docks Ltd, Forges Tardieu Ltd, Ascencia Ltd.

Paul AH LEUNG

Managing Director
Appointed: 28 March 2012

Mr. Paul Ah Leung (MCIM), born in 1967, is a member of the Chartered Institute of Marketing (UK) and is currently the Managing Director of Rey & Lenferna Ltd, ATS International Ltd and ATS Manufacturing Co Ltd. He is also a Director of Linux Solutions Ltd (an ICT solutions provider) and a number of Mauritian and International Companies. Mr. Ah Leung is also the Chairperson of RHT Holding Ltd, a public listed company and is a member of the Mauritius Institute of Directors.

Directorship in Listed Companies:

RHT Holding Ltd, Forges Tardieu Ltd.

François DE GRIVEL

Non-Executive Director
Appointed: 17 August 1973

Mr François de Grivel, born in 1944, is the holder of an engineer diploma from ‘Ecole Polytechnique Federale de Zurich/ Suisse’ began his career in 1971 in Mauritius, in Compagnie Sucriere de St Antoine until 1990 as COO and Chairman and set up several manufacturing export companies situated at St Antoine with foreign shareholders. He is acting as Chairman, and/or CEO, and/or Director of these companies and in different local companies involved in property development, education and services. He was awarded the distinction of CBE, Chevalier de l’Ordre Souverain de Malte and Chevalier de l’Ordre National du Lion du Sénégal.

Directorship in Listed Companies:

Forges Tardieu Ltd

Guillaume DE GRIVEL

Non-Executive Director
Appointed: 21 May 2013

Mr Guillaume de Grivel, born in 1972, holds a business school diploma from “Institut Supérieur de Gestion”, ISG Paris. He started his career at Lafarge as Development Officer. He went on to work with Rank Xerox as a Sales Engineer. Then he started his own company, Jardin Pamplemousse, involved in design and manufacturing of furniture for over 12 years. Since 2012, he is acting as the Managing Director of the Grivel group of companies. He has been appointed as director of Rey & Lenferna Ltd in 2013.

Directorship in Listed Companies:

Forges Tardieu Ltd

Stéphanie DE LA HOGUE

Non-Executive Director
Appointed: 24 September 2012

Stéphanie de La Hogue, born in 1982, holds a bachelor’s in marketing from the Institut de Management International de Paris. She is in charge of Poivre Corporate Services Ltd, a family group of companies’ corporate office. She is also a Director of La Prudence Leasing Finance Co Ltd, Labelling Industries Ltd, ATS Ltd, Ducray Lenoir Ltd and Promotion and Development Ltd.

Directorship in Listed Companies:

Forges Tardieu Ltd, Promotion and Development Ltd

René LECLÉZIO

Non-Executive Director
Appointed: 24 June 1998

Mr René Leclézio, born in 1956, is the holder of a BSc (Chemical Engineering) from Imperial College, London, and an MBA from the London Business School, was appointed Director of Rey & Lenferna in 1998. Before being appointed CEO of Promotion and Development in 1987, he worked in London as consultant engineer in the oil and gas industry and with Lloyds Merchant Bank as Assistant Manager in Project Finance.

Directorship in Listed Companies:

Swan Life, Caudan Development Limited, Excelsior United Development Co Ltd, Mauritius Freeport Development Co. Ltd, Medine Limited, Promotion and Development Ltd, Swan General, Tropical Paradise Co. Ltd and Forges Tardieu Ltd.

Mushtaq OOSMAN

Independent Director
Appointed: 19 February 2016

Mr Mushtaq Oosman was a Partner in PwC Mauritius since 01 July 1991. He was primarily an Assurance Partner, also responsible for Business Recovery Services as well as the Chief Operating Partner for Mauritius. He has served on the Africa Central Governance Board and is well versed with the working and responsibilities of a Governance Board. Mr. Oosman has over 25 years professional experience in audit and financial advice, with a diversified portfolio of clients in sectors such as banking, insurance, manufacturing, sugar, the hospitality industry, betting, textiles and trading. He retired from PwC in November 2015. He trained and qualified as a Chartered Accountant with Sinclairs in the UK, joined Roger de Chazal & Partners (founders of Price Waterhouse) in 1988 in Mauritius. Mr. Oosman is a fellow of the Institute of Chartered Accountants in England and Wales.

Directorship in Listed Companies:

ENL Land Ltd, Automatic Systems Ltd, Forges Tardieu Ltd, The Mauritius Union Assurance Cy. Ltd and United Docks Ltd.

Hubert RAFFRAY

Non-Executive Director
Appointed: 29 June 2007

Mr Hubert Raffray, born in 1962, is the holder of Master degree in Automation and Process Engineering from Institut Superieur d’Automation et d’Informatique Industrielle (ISAII). He has a broad experience abroad as field engineer at Measurex S.A, South Africa and as an engineer at Schlumberger Industries in Paris. From February 2005 to January 2007, he was the General Manager of Rey & Lenferna Ltd. He is currently the Chief Executive Office of Forges Tardieu Ltd.

Directorship in Listed Companies:

Forges Tardieu Ltd

Bernard Kuo Hsing WONG PING LUN

Non-Executive Director
Appointed: 4 December 2000

Mr Bernard Wong, born in 1955, holds a BSc (Econ) degree and is a Chartered Certified Accountant. He is currently the Finance Director of a number of private companies.

Directorship in Listed Companies:

Forges Tardieu Ltd, United Docks Ltd.

Olivier de GRIVEL

Independent Non-Executive Director
Appointed: 6 May 2019

Olivier de Grivel is holder of a Master in Management ESCP Paris (France). He started his career in international corporate and investment banking at JP Morgan. He then joined HSBC with responsibilities in senior management and client coverage. He worked in Paris, New York, London and Hong Kong with a speciality in financial institutions.

Directorship in Listed Companies:

MUA Ltd.

Antoine GALEA

Non-Executive Director
Appointed: 6 May 2019

Antoine Galea is holder of a Bachelor of Business and Administration in Marketing and Finance. He worked for Ernst & Young Mauritius in their Audit team from 2009 to 2012. He occupied various positions at Labelling Industries Ltd, Berque Ltée and Narrow Fabrics Ltd and Rey & Lenferna Ltd. In January 2018, he was appointed Managing Director of Watertech Ltd.

Directorship in Listed Companies:

United Docks Ltd.

Jean Alain DOUCE

Chief Financial Officer
Appointed: 12 June 2020

Mr. Douce is a Fellow Member of the Association of Chartered Certified Accountants (FCCA) and holds an MBA (Paris Dauphine-Pantheon Sorbonne. He started his career as auditor at De Chazal Du Mée in 1998 and then joined Ernst & Young (Mauritius) as Audit Manager in 2004. He has a broad experience in external and internal audits, financial due diligences, group consolidation and business process risk consulting. He also worked on several overseas assignments namely in UK, South Africa, Zambia, Tanzania, Nigeria and Madagascar. Mr. Douce joined the company as Financial Controller in 2012 and is currently the Chief Financial Officer (CFO) of Rey & Lenferna Ltd and its subsidiary companies.

Directorship in Listed Companies:

None

Succession Planning

The Board assumes responsibility for succession planning of board members and of key management personnel so as to maintain an appropriate balance of knowledge, skills and experience required to ensure stability and sustainability of the Group.

RISK GOVERNANCE AND INTERNAL CONTROL

Internal Control and Internal Audit

Senior Management has a direct responsibility to ensure that systems and processes are working satisfactorily and to report on any major issues to the Board. During the year under review, Management continued exercising a close monitoring over the system of internal controls.

Internal Audit

According to the Code of Governance, organisations should consider having an effective and independent internal audit function that has the respect, confidence and co-operation of both the Board and the management. Internal Audit Services are provided by the Audit & Risk Department of Poivre Corporate Services Ltd (PCS). The mission of the internal audit is to assist the board of directors accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes.

The Audit & Risk Department of PCS governs itself by adherence to The Institute of Internal Auditors’ mandatory guidance including the Definition of Internal Auditing, the Code of Ethics, and the International Standards for the Professional Practice of Internal Auditing (Standards). This mandatory guidance constitutes principles of the fundamental requirements for the professional practice of internal auditing and or evaluating the effectiveness of the Audit & Risk activity’s performance.

The Audit & Risk Department of PCS remains free from interference by any element in the organization, including matters of audit selection, scope, procedures, frequency, timing, or report content to permit maintenance of a necessary independent and objective mental attitude. The Manager Audit & Risk is authorized to:

      1. Have unrestricted access to all functions, records, property, and personnel.
      2. Have full, free and unrestricted access to the Audit & Risk Committee.
      3. Allocate resources, set frequencies, select subjects, determine scopes of work, and apply the techniques required to accomplish audit objectives.

Risk Management

The Board of directors has overall responsibility for the company’s risk management and the process in place in relation to the identification, evaluation and management of the significant risks faced by the company in compliance with the Corporate Governance Code.
The Company’s approved Risk Management Framework sets out responsibilities for risk management throughout the organization, i.e., those involved in taking and managing risk, those who establish risk policy, processes, methodologies and rules and those who provide assurance that all significant risks are identified, assessed, mitigated and appropriately monitored and reported

Whistle Blowing Policy

Rey & Lenferna has put in place a Whistleblowing policy as embedded in its Code of Ethics and in the Employees Handbook which provides guidance to employees who have concerns about unethical issues to disclose such issues anonymously to selected persons

REPORTING WITH INTEGRITY

The directors reaffirm their responsibility for preparing the annual report including the annual financial statements in compliance with International Financial Reporting Standards and the Companies Act 2001, and considers the annual report, taken as a whole, fair balanced and understandable. The Board confirms its commitment in providing therein necessary information for shareholders and stakeholders to assess the Company’s position, performance and outlook.

Environment, Health & Safety

The Group complies with the industry’s health and safety norms and regulations and is committed to ensuring that its employees work in a safe and hazard-free environment. Comprehensive risk assessment exercises are conducted on work sites by qualified personnel with action plans being determined and implemented. Employees are provided with training on health and safety regulations and risk assessment to promote a healthy work environment.
The Company complies with health and safety regulations and is committed to assuring the highest standards of safety at work for its employees by conducting regular training and audits.

Directors and Senior Management are aware of the importance of Ethics and Environment in managing and governing the Company and such matters are taken up by the Board as applicable.
A transparent recruitment procedure based on merit is adopted by the Company in line with the Equal Opportunity Act.

The Company complies with health and safety regulations and is committed to assuring the highest standards of safety at work for its employees by conducting regular training and audits.
A code of conduct and ethics which sets out standards of business behaviour for all its directors and employees has been put in place in 2014.
Directors and Senior Management are aware of the importance of Ethics and Environment in managing and governing the Company and such matters are taken up by the Board as applicable.
A transparent recruitment procedure based on merit is adopted by the Company in line with the Equal Opportunity Act.

Shareholding Structure

The shareholders holding more than 5% of the share capital are:

Sociéte Forancis 26.14%
Kasa Textile & Co Ltd 25.40%
Brista & Cie 21.96%
Promotion and Development Co Ltd 20.00%

 

The Group Structure is as follows:

Group-Structure