Corporate Governance

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.

• icon Board Charter PDF 657 KB

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

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 Cédric JEANNOT, Independent Director

Georges Michael LISING, Independent Director

Maya MAKANJEE, Independent Director

Jayananda NIRSIMLOO, Independent Director

San T. SINGARAVELLOO, Independent Director

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.

• icon Terms and conditions of the appointment of non-executive directors PDF 544 KB
• icon Appointment process of non-executive directors PDF 542 KB

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.

• icon Position Statements PDF 656 KB
• icon Statement of Accountabilities PDF 370 KB

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.

• icon Internal Audit Function PDF 683 KB

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.

• icon Delivering on our strategic objectives PDF 1876 KB

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.

• icon Code of Ethics PDF 1017 KB
• icon Information Security Policy PDF 580 KB
• icon Conflict of Interest and Related Party Transactions PDF 549 KB
• icon Whistle Blowing Policy PDF 126 KB