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Corporate Governance

GOVERNANCE FRAMEWORK


MCB Group Ltd is led by a committed and unitary Board, which has the collective responsibility for 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 six 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, Executive Directors and Management at large are entrusted with the operational management of the business, with their performance and actions closely monitored against set objectives and policies.

Board and Board Committees


Board

The Board defines the Group’s purpose, strategy and values and determines all matters relating to the direction, policies, practices, management and operations of MCB Group Limited and all of its subsidiaries locally and abroad. The Board thereafter ensures that the Group is 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.

Board Committees


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.

Risk Monitoring Committee

Composition

Jean-Philippe Coulier (Chairperson)

• Constantine Chikosi

• Didier Harel

• Jean Michel Ng Tseung (also acts as Secretary)

Audit Committee

Composition

San Singaravelloo (Chairperson)

• Karuna Bhoojedhur-Obeegadoo

• Stephen Davidson

Secretary: MCB Group Corporate Services Ltd (represented by Marivonne Oxenham)

Remuneration, Corporate Governance, Ethics and Sustainability Committee

Composition

Didier Harel (Chairperson)

• Karuna Bhoojedhur- Obeegadoo

• Stephen Davidson

• Maya Makanjee

• Jean Michel Ng Tseung

• Jayananda Nirsimloo

Secretary: MCB Group Corporate Services Ltd (represented by Marivonne Oxenham)

Strategy Committee

Composition

Didier Harel (Chairperson)

• Cédric Jeannot

• Michael Lising

• Maya Makanjee

• Jean Michel Ng Tseung

• Jayananda Nirsimloo

Supervisory and Monitoring Committee

Composition

Didier Harel (Chairperson)

• Jean Michel Ng Tseung

Directorate

The Group is led by a Board comprising 12 members, including 3 female members.
The executive and independent non-executive directors of MCB Group Ltd are shown below.


Executive Directors

Jean Michel NG TSEUNG, Group Chief Executive

Dipak CHUMMUN, Group Chief Finance Officer


Non-Executive Directors

Constantine CHIKOSI, Independent Director

Stephen DAVIDSON, Independent Director

Dr Cédric JEANNOT, Independent Director

Georges Michael LISING, Independent Director

Maya MAKANJEE, Independent Director

Jayananda NIRSIMLOO, 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 when considering Board appointments. The Board places high emphasis on ensuring that membership therein reflects diversity to provide the range of perspectives and insights needed to support good decision-making in the execution of the Group’s strategy. The RCGESC considers that the size of the Board contributes to its effectiveness. The RCGESC is responsible for identifying candidates, carrying out interviews and recommending potential directors to the Board for its approval. Appointment of prospective candidates is based on merit and due consideration is given to, amongst others, specific skills, expertise, knowledge, experience and their background, including the value the individual can bring to the overall Board performance. In addition, the RCGESC considers gender diversity, independence and time commitment of prospective Board members.

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. 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 Group Chief Executive. There is a clear segregation of responsibilities with the Chairperson leading the Board and the Group Chief Executive managing the Group’s business on a day-to-day basis. The Board ascertains that the external obligations of the non-executive directors do not hinder them in the discharge of their duties and responsibilities. In this respect, it is worth noting that the external professional commitments of the Chairperson did not change during the financial year.

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.

Internal audit

The internal audit function performed by Internal Audit SBU of MCB Ltd, defined in accordance with IIA (Institute of Internal Auditors) standards, is an independent and objective activity that gives the Group assurance on the level of control of its risks and operations, provides advice to improve them and helps create added value. Through the exercise of its mandate, Internal Audit helps the Group to achieve its objectives by evaluating, through a systematic approach, its risk management, controls, and corporate governance processes and by making proposals to strengthen their effectiveness. In the exercise of their function, the internal auditors have sufficient access to information, records, and employees of the organisation. 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 MCB Group Code of Ethics and Business Conduct (the ‘Code’), as well as the MCB Group Whistleblowing Policy (the ‘Policy’), have been reviewed and revamped and will soon be made available on this page.  In the meantime, you are encouraged to consult the existing Code and Policy as per below.

For your kind noting, the Whistleblowing Policy shall establish an alternative reporting process for use by all employees in confidence, without the risk of subsequent retaliation, victimisation, discrimination or disadvantage. The staff and external stakeholders reporting a concern are reassured that same shall remain confidential and impartial judgement will be applied in all cases. 

The Board has the duty of ensuring that the Company complies with all the relevant laws, regulations and codes of business practice. View the codes and policies which have been approved by the Board.

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