as at 20 February 2024
as at 20 February 2024
The company does not have a formal dividend policy, but in recent years, has endeavoured to maintain a regular dividend payment, taking into account its financial position and future development plans.
Since September 2015, Innodis has been chosen as one of the 13 public listed companies to be included in the Stock Exchange of Mauritius Sustainability Index (SEMSI) – an official recognition of its ongoing efforts towards sustainable development. More information on the SEMSI can be found on the SEM website.
These documents have been approved by the Board, and will be reviewed periodically.
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:
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).
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:
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.