Investors

Good corporate governance principles are an integral part of the way we do business and we are committed to fair financial disclosure for our shareholders and stakeholders. Our Corporate Governance Committee, which also integrates the functions of a Remuneration Committee, comprises two independent Directors, including its Chairperson, and one Non-Executive Director.

Committee members are entrusted with the tasks of:

• developing the general policy on corporate governance in accordance with the National Code of Corporate Governance, legal compliance, and ethical policies, and
• establishing a formal, transparent procedure for developing a remuneration policy for senior management and making recommendations to the Board on all new Board appointments.

Appointment of Directors

The directors are normally appointed by shareholders by an ordinary resolution at the Annual Meeting. In accordance with the Constitution of the Company, the Board may also appoint any person to be a director, either to fill a casual vacancy, or as an addition to the existing directors. Moreover, the Board may appoint any of the Managers of the Company as an executive director and may limit the powers of the latter.

All directors, whether appointed by a resolution of shareholders or by the directors, hold office only until the next Annual Meeting, at which time they shall retire, or shall be eligible for re-election. The Board assumes the responsibilities for succession planning and for the induction of new directors. All new directors have attended and participated in an induction and orientation process. The Board has the duty to review the professional development and ongoing education of directors.

There is a formal, rigorous and transparent process for the appointment, election, induction and re-election of directors. The search for Board candidates is conducted, and appointments are made, on the basis of merit, measured against objective criteria (to include skills, knowledge, experience, and independence and with due regard for the benefits of diversity on the Board, including gender).

Company Secretary

The secretary of the Company is Box Office Ltd. More information may be obtained on the latter on its website at www.box-office.mu.

Internal Audit Function

The Internal Audit & Risk Manager reports directly to the members of the Audit and Risk Committee to maintain its independence and objectivity, and administratively to the Chief Executive Officer. The Audit and Risk Committee approves the yearly plan of the Internal Audit & Risk Manager, which comprises the following main responsibilities:

• Determining the adequacy and effectiveness of the systems of internal accounting and financial reporting of the Company & Group;
• Reviewing management controls designed to safeguard Company & Group resources and verify the existence of such resources;
• Determining whether adequate controls are incorporated into information technology systems and the overall IT administrative functions;
• Appraising the use of resources with regard to cost, efficiency and effectiveness;
• Reviewing compliance with Company & Group policies, plans and procedures to ensure achievement of business objectives;
• Investigating suspected fraudulent activities within the organisation and notifying the Audit and Risk Committee and Management of the results;
• Coordinating with and having oversight of other control and monitoring functions (risk management, quality assurance, security and safety);
• Issuing periodic reports to the Audit and Risk Committee on the results of audit activities and management plans to address audit observations; and
• Following-up of implementations of action plans to address significant weaknesses identified.

The Internal Audit team has unrestricted access to the records, management and employees of the Group. The Internal Audit & Risk Manager has the responsibility of ensuring that internal controls are implemented at Group level.

The internal audit function is regularly monitored and reviewed by the Audit and Risk Committee to ensure that internal control systems are effective.