MSCL is a public company incorporated on 17 July 1972 with the Registrar of Companies, Mauritius; with its registered office at Georges Guibert Street, Floreal; whose shares have been listed on the Development & Enterprise Market (“DEM”) of the Stock Exchange of Mauritius Ltd (“SEM”) since August 2006; and is registered as a Reporting Issuer with the Financial Services Commission (“FSC”) since the promulgation of the Securities Act 2005.
Constitution of MSCL
The constitution of MSCL is in conformity with the provisions of the Companies Act 2001 and the DEM Rules.
Governance Structure of MSCL
MSCL operates within a defined governance framework, as explained in the chart below, through delegation of authority and clear lines of responsibility while enabling the Board of Directors to retain effective control.
The Board of Directors (the “Board”) of MSCL
The Board of MSCL is responsible for the stewardship of the Company, overseeing its conduct and affairs to create sustainable value for the benefit of its stakeholders. It acknowledges its responsibility for leading and controlling the Company, ensuring that strategic directions and management structures are in place to meet legal and regulatory requirements.
A Board Charter was approved by the Board of MSCL on 12 November 2018; it defines, amongst other items, the composition, role and duties of the Directors and the Chairman, as well as the responsibilities assigned to sub-committees of the Board.
The Board of MSCL possesses a wide range of expertise and experience in strategic, financial, legal, commercial and healthcare activities.
The Board delegates certain roles and responsibilities to its principal Board committees. Whilst the Board retains overall responsibility, a sub-committee structure allows these committees to probe the subject matter more deeply and gain a greater understanding of the details, and then report back to the Board on the matters discussed, decisions taken, and where appropriate make recommendations to the Board on matters requiring its approval.
Audit & Risk Committee
Assisting the Board in discharging its responsibilities to safeguard the integrity of the Company’s and the Group’s financial reporting and the system of internal control. A key component of the said committee’s role is to provide appropriate advice and recommendations to the Board to assist the Board in fulfilling its corporate governance responsibilities as to financial reporting, the internal control environment and the audit and risk management across MSCL and its subsidiary.
Terms of reference
Corporate Governance, Nomination and Remuneration Committee
Ensuring that the Company’s reporting requirements on corporate governance are in accordance with the principles enunciated in the National Code of Corporate Governance for Mauritius (2016) and guiding the Board on the adoption of other governance policies and best practices. The said committee also analyses, advises and makes recommendation to the Board with respect to remuneration and nomination matters.
Terms of reference
Operational Excellence Committee
The role of the committee is to promote a culture of excellence and continuous improvement across MSCL’s units and departments.
The Committee also reviews:
At last, the Committee will ensure a good cross-fertilisation amongst different departments and business units of MSCL.
Terms of reference
Other Governance Documents/Policies
Corporate Governance Report FY 30 June 2018
The Board of MSCL is fully committed to maintaining a high standard of corporate governance within the Company and its subsidiaries through its support and application of the principles and best practices in corporate governance as set out in the Code of Corporate Governance for Mauritius.
Position Statements for Key Senior Governance Positions
In line with the National Code of Corporate Governance for Mauritius (2016), MSCL has approved job descriptions for key senior governance positions that provide a clear definition of their roles and responsibilities.
Share Dealing Policy
Providing clear guidance to the Directors and Officers of MSCL on the practice to be followed when dealing in shares of the Company to avoid the abuse of price sensitive information (insider dealing).
Conflict of Interest/Related Party Transactions Policy
Ensuring that the deliberations and decisions made by MSCL are transparent and in the best interests of the Company.