MCB Group Ltd is led by a committed and unitary Board, which has a collective responsibility for the leadership, oversight and long-term success of the organisation. The Group operates within a clearly defined governance framework, which enables delegation of authority and clear lines of responsibility, while allowing the Board to retain effective control. The Board is supported by five committees, each mandated to provide counsel, recommendations and specific expert guidance on matters affecting the Group’s activities. Acting on the direction set by the Board, Management Executives are entrusted with the operational management of the business, with their performance and effectiveness closely monitored against set objectives and policies.
Board and Board Committees
The Board defines the Group’s purpose, strategy and value and determines all matters relating to the directions, policies, practices, management and operations of the Company and all its subsidiaries locally and abroad. The Board thereafter ensures that the Group is being managed in accordance with its directions and delegations.
The methods through which the Board exercises its powers and discharges its responsibilities are set out in the Board Charter of MCB Group Ltd.
The Board has delegated authority to various Board Committees to provide specialist guidance and make recommendations, through established reporting mechanisms, on areas and matters entrusted to them. Each committee has its own charter, as approved by the Board and reviewed as required, which sets out, inter alia, its roles, responsibilities, composition and meeting requirements.
The Group is led by a Board comprising 12 members, including 2 female members: 2 executives, 1 non-executive and 9 independent non-executive directors.
The executive and independent non-executive directors of MCB Group Ltd are shown below.
Jean Michel NG TSEUNG, Chief Executive
Gilbert GNANY, Chief Strategy Officer
Didier HAREL, Chairperson and Independent Director
Karuna BHOOJEDHUR-OBEEGADOO, Independent Director
Constantine CHIKOSI, Independent Director
Jean-Philippe COULIER, Independent Director
Stephen DAVIDSON, Independent Director
Dr Cedric JEANNOT, Independent Director
Georges Michael LISING, Independent Director
Jayananda NIRSIMLOO, Independent Director
Alain REY, Independent Director
San T. SINGARAVELLOO, Independent Director
MCB Group Corporate Services Ltd acts as Secretary to the Board.
Director nomination and appointment process
The Board has a formal and transparent process in place for the nomination and appointment of directors. In fulfilling this duty, the Board is supported by the Remuneration, Corporate Governance, Ethics and Sustainability Committee (RCGESC), which is responsible for overseeing Board directorship’s renewal and succession planning. The RCGESC reviews the size, structure and composition of the Board on an annual basis or whenever appointments are considered. In so doing, it seeks to promote diversity of perspectives to enable a smooth execution of the Group’s strategy in a dynamic operating environment. The RCGESC is responsible for identifying candidates, carrying out interviews and recommending potential directors to the Board for its approval. The selection criteria used to assess prospective candidates relate, amongst others, to their background, specific skills, expertise, knowledge and experience, including the value the individual can bring to the overall Board performance. The RCGESC also considers gender diversity, time commitment and independence in the assessment of candidates.
Whilst seeking to retain a core set of directors with long-standing knowledge, the Board recognises the importance of rotation of Board members to ensure that there is a good balance between continuity and fresh perspectives on the Board. It is worth highlighting that at each Annual Meeting, one third of Board members, notably those who have been longest in office, are required to retire, while being eligible to stand for re-election.
Role and responsibilities of Chairpersons, Chief Executive and Company Secretary
The roles and responsibilities of the Chairperson, executive and non-executive directors as well as the Company Secretary are clearly defined in the Board Charter and Position Statements, which have been approved and are regularly reviewed by the Board. The role of the Chairperson is distinct and separate from that of the Chief Executive. There is a clear division of responsibilities with the Chairperson leading the Board and the Chief Executive managing the Group’s business on a day-to-day basis. The Board ensures that the external obligations of the non-executive directors do not hinder the discharge of their duties and responsibilities. In this respect, it is worth noting that the external commitments of the Chairperson did not change during the financial year under review.
Internal control framework
The Board, assisted by the Audit Committee, ensures that the internal control framework in place results in an acceptable level of risk exposure while guaranteeing compliance with established internal policies and procedures and relevant laws and regulations. The Internal Audit, Compliance and Risk (for non-financial risk matters) functions regularly report to the Audit Committee. In addition to feedback from Audit Committees of subsidiaries, the Audit Committee receives feedback from the Company’s external auditor and engages with the latter in the absence of Management Executives to ensure that there are no unresolved material issues of concern. Based on the work performed by internal and external auditors, reviews by Management Executives and regular reporting from the Chairperson of the Audit Committee, the Board satisfies itself that the internal control systems are adequate and effective.
The primary role of Internal Audit is to assist the Board in upholding the assets and reputation of the Group. The aim of internal audit is to assess the policies, methods and procedures in place at the organisation in order to cater for their adequate application. It is responsible for independently assessing the effectiveness of key controls, including those within the risk management framework, and providing timely reporting to the Audit Committee with a view to strengthening the internal control framework. Whilst the Internal Audit SBU of MCB Ltd provides independent assurance over the internal control systems at Bank level, its scope of activity also encompasses other Group entities in line with its Group wide mandate. In this respect, it reports to the Audit Committee and/or Board of each subsidiary as well as to the Audit Committee of the Group, which acts as the overarching authority.
Relation with shareholders and other stakeholders
The Group ensures that engagement with its stakeholders is optimally managed. Stakeholders are kept informed about the Group’s business and strategy on a regular basis through various channels. Their views and concerns, notably gathered through ongoing dialogues and meetings, are considered in the Group’s decisions, with material issues escalated to the Board.
Code and Rules
The Board has the duty of ensuring that the Company complies with all the relevant laws, regulations and codes of business practice. View code and policies which have been approved by the Board.
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