The Board, management and staff of the Mauritian Eagle Insurance fully support and are committed to the principles of business integrity, transparency and professionalism as recommended by the Code of Corporate Governance. Furthermore, Mauritian Eagle strive to ensure that all the activities of the company are conducted in such a way as to satisfy the characteristics of good Corporate Governance namely: discipline, transparency, independence, accountability, responsibility, fairness and social responsibility.
Board of Directors
The Board bears the responsibility of organizing and directing the affairs of the Company in a manner that is in the best interest of shareholders and other stakeholders. It is also responsible for continually reviewing the activities, practices and trends of the Company so that these are in conformity with legal and regulatory requirements, and with the principles of good governance as set out in the "Report on Corporate Governance for Mauritius" of April 2004. The Board retains full and effective control over the Company, delegating the day-to-day running and operational issues to the Managing Director and his management team.
The Board is responsible for the nomination, selection and appointment of directors who are selected on their basis of integrity, skill, acumen and experience to make sound judgements relevant to the business of the Company. In compliance with the Code, the Board of directors includes three independent non-executive directors and two executive directors.
Directors' Responsibilities
The directors are required to ensure that adequate records are maintained so as to disclose at any time, and with reasonable adequacy, the financial position of the Company; they are also responsible for the preparation of financial statements which give a true and fair view of the financial position, performance and cash flows of the Company and comply with the Companies Act 2001 and with International Financial Reporting Standards. The directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Committees
The Board fulfills its proper governance responsibilities through various Committees. Two Committees have been formed to deal with Audit, Risk and Corporate Governance issues. Their attributions are summarised below:
Audit and Risk Committee
The Audit and Risk Committee is appointed by the Board of the Company and comprises of a Chairman, who must be an independent non-executive director, and of at least two members, who should be both non-executive directors. For the year under review, the Committee consisted of four directors, namely Messrs. Gaėtan Bouic, Chairman (Independent Non-Executive Director), Nick Beyers (Non-Executive Director), Gaėtan Lan Hun Kuen (Non-Executive Director) and Simon-Pierre Rey (Non-Executive Director). Its principal functions is to oversee the financial reporting process.
The activities of the Audit Committee include regular reviews and monitoring of the effectiveness of the Company's financial reporting and internal control policies and risk management systems, the effectiveness of the internal audit function, the independence of the external audit process and assessment of the external auditor's performance, the remuneration of external auditors, and ensuring compliance with laws and regulations relevant to financial reporting and with our internal code of business conduct. The Committee meets as frequently as it deems necessary prior to the Board's review of the semi-annual and annual financial statements.
As from 1st January 2006, the Committee meets at least three times annually as per the Committee's terms of reference. When deemed necessary, the presence of internal and external auditors and management team will be requested.
The internal audit function is entrusted to the internal audit team of the IBL Group. The Board confirms that there have been no significant issues that have affected the proper functioning of the internal control systems during the year under review which could have impacted on the financial statements.
Risk Management
The audit and Risk Committee is also responsible for reviewing the effectiveness of the risk strategy of the Company, for establishing and maintaining a strong risk control environment and for the monitoring of the risk management process. It ensures that appropriate structures, procedures and systems are in place to mitigate all risks. Significant and critical issues are reported to the Board.
Corporate Governance Committee
The Corporate Governance Committee is appointed by the Board of the Company and comprises of a Chairman, who must be an independent non-executive director, and of at least four members. The majority of the Committee should be composed of non-executive directors.
The current Committee met twice during the year under review and is composed of Messrs. Subhash Lallah, Chairman (Independent Non-Executive director), Gaėtan Lan Hun Kuen (Non-Executive Director), Simon-Pierre Rey (Non-Executive director), Eric A. Venpin (Managing Director), Alain Malliaté (Executive Director).
The main functions and objects of the Committee are to determine, agree and develop the Company's policy on Corporate Governance in accordance with the recommendations of the Code of Corporate Governance; advise and make recommendations to the Board on all aspects of Corporate Governance provisions; ensure that disclosures are made in accordance with the principles recommended in the code; prepare the Corporate Governance report. The meetings are held as the Committee deems appropriate. As from 1st January 2006, the Committee meets at least thrice a year. The chairperson of the Committee or any other member may call a meeting at any time.
Remuneration Philosophy
The Board has entrusted the Remuneration Committee the responsibility of determining the adequate remuneration of Directors by taking into consideration the market conditions, benchmarking in the industry and the Company's results.
The Human Resources Team of the IBL Group has been delegated the responsibility of determining employees' remuneration. This is reviewed annually after taking into consideration market conditions and practices as well as the performances and responsibilities of the employees.
Dividend Policy
Dividends are declared and paid half yearly. Subject to internal cash flow requirements and the need for future capital investments, it is the Company's policy to declare dividends out of profits available for distribution in accordance with the Companies Act 2001 and International Financial Reporting Standards; the balance being transferred to reserves. |
