KEY GOVERNANCE RESPONSIBILITIES
The Board takes note of the following key governance positions which are critical to the Board performing against its strategy and achieving a high level of good governance:
The Chairperson of the Board
With respect to the Chairperson of the Board it is agreed that:
- The Board shall elect a chair from amongst its members. If the Chairperson is not present for any Board meeting, then the Board will elect from amongst themselves a member who will chair the meeting.
- The Chairman of the Board is responsible for the activities of the Board and its committees. He or she will act as a spokesperson for the Board and is the principle contact for the CEO.
- The Chairperson and CEO shall meet regularly.
- The Chairperson presides over the Annual Meeting of Shareholders.
- The Chairperson ensures that:
- Board members, when appointed, participate in an induction program
- Board members receive, and have at their disposal, all the information necessary to carry out their fiduciary duties
- That the Board has sufficient time at meetings for discussion, consultation and decision making
- That the committees function properly
- That the performance of the Board is regularly evaluated
The Chief Executive Officer (“CEO”)
- Maintains the link between the Board and the organisation
- Is responsible for overseeing the execution of the strategy that is ratified by the Board
- Is responsible for oversight of the day to day operations of the company
- Ensures that the senior management execute their duties in a way that is excellent and measurable
- Assists in allocating capital towards forwarding the strategic objectives of the organisation
- Manages the company relationship with key stakeholders
- Is accountable for the performance of the organisation
The Company Secretary (“CS”)
- Ensures that the Board follows correct procedures and that the Board complies with its obligations under the relevant laws.
- Assists the Chairperson of the Board in organising the Board’s activities including providing information, preparing an agenda, reporting of meetings and scribing at Board meetings and Board Committees’ meetings, completing statutory returns for the Group.
All Board members may go to the CS for advice or to make use of his or her services in relation to Board business.
The Chairperson of the Audit & Risk Committee
The role of the Chairperson are as follows:
- To provide risk expertise to the Audit & Risk Committee;
- To ensure compliance with the terms of the regulatory framework in Mauritius and to act for the Audit & Risk Committee;
- To chair the Audit & Risk Committee;
- To guide and advise the Board in the approval of the annual report and accounts and an appropriate risk management framework;
- To understand the accounting procedures, key internal controls and risk management in order to assure the Board that the Company’s financial integrity is sound;
- To ensure that the Group has an appropriate reserves policy;
- To agree with the Chairperson of the Board and Group Chief Financial Officer a reporting format for the Board, ensuring that the objectivity and independence of the Chair of the Audit & Risk Committee is not compromised;
- To ensure that an update report of each Audit & Risk Committee meeting is presented to the Board;
- To ensure that the reports and accounts are properly audited, and that accepted recommendations of the external auditors are implemented;
- To ensure that accepted recommendations of the internal audit reports are implemented;
- To meet the external auditor and, where relevant, the internal auditor independently from the CEO and CFO , at least once a year; and
- To ensure that appropriate risk management training for Directors and senior management is available and effective.
The Chairperson of the Corporate Governance Committee
The Chairperson works in close co-operation with, and provides support and advice to, the Chairperson of the Board. He/ She has the following additional responsibilities:
- Provide expertise in the areas of corporate governance
- To ensure the Board is up to standard with global and national good governance standards;
- Be a champion for good governance;
- Ensure that the policies around corporate governance is regularly upheld and transparently adhered to by the Board;
- Ensure that all governance documentation is legally correct and up to date
- To ensure that an update of each corporate governance committee meeting is presented to the Board;
- To ensure that the Board receives regular and ongoing training and development;
- Oversee the production of the company’s Annual Report each year; and
- To ensure that an independent evaluation is carried out each year and that the recommendations from that evaluation are implemented.
- Ensure that Director induction is carried out for new Directors
The Chairperson of the Nomination & Remuneration CommitteeThe Chairperson works in close co-operation with, and provides support and advice to, the Chairperson of the Board. He/ She has the following additional responsibilities:
- Provide expertise and advice in the areas of nominations and executive and Director remuneration;
- To ensure the Board is up to standard with global and national remuneration trends;
- Ensure that the policies around remuneration and nomination are regularly upheld and transparently adhered to by the Board;
- With the Chairman of the Board, oversee succession planning at the Board level and with the committee, present recommendations to the Board on successors;
- To ensure that an update of each Nomination and Remuneration committee meeting is presented to the Board;
Key Management Position
Fatma Mudhawo - Head of Human Resources/Training & Development
Fatma Mudhawo holds a Master’s in Business Administration from the University of Surrey, UK. She started her career in Bonair Yarn Ltd as Administrative Assistant and joined Courts (Mauritius) Ltd in 1989 in the Personnel Department. Fatma continued her studies and was in the meantime promoted to the position of Manager. Fatma was also in charge of the Human Resources function for the Retail and Transport Division of Iframac Ltd. She was appointed Head of Human Resources/Training & Development in September 2015.
Youssoof Mahamad Hasain - Head of Operations
Yousouf Hasain holds a Degree in Electronics Instrumentation, Certificate in Sales and Marketing and a Certificate in Business Management. Yousouf started his career in the Stock Office Department at the Warehouse in 1985 and then promoted to Assistant Branch Manager of Courts Curepipe Branch. Yousouf has successfully climbed the hierarchy and was appointed Area Manager in 2000 before being promoted to his current position.
Patrick Lim How - Senior Manager – Electrical Buying
Patrick Lim How holds a Bachelor’s degree in Business Studies. Before joining Courts (Mauritius) Ltd in May 2007, he worked in various Retail companies as Sales Manager and has over 25 years of experience in the field of Sales & Marketing. He has extensive knowledge of the retail and corporate markets for computers, communications, electronic & electrical household business.
Noorrudin Oozeer - Senior Manager - Furniture Buying
Noorrudin Oozeer holds a Diploma in Sales Management and Marketing and a Bachelor’s Degree in Business Studies. Noorrudin started his career at the Central Warehouse in 1998. He continued his studies and was promoted as Product Manager in the Furniture Buying Department in May 2008. Noor has nearly 20 years of experience in the Furniture Buying field.
Indrasan Dewkurrun - Senior Manager- Finance
Indrasan Dewkurrun is a Member of Association of Chartered and Certified Accountants since 2003 . He joined Courts (Mauritius) Ltd in June 1985 as Accounts Clerk and was promoted to Accounts Supervisor, Finance Manager and appointed as Senior Finance Manager in 2015.
Yousouf Mohamudally - Head of Information Technology
Yousouf Mohamudally holds a Diploma in Computer Science and joined Courts (Mauritius) Ltd in 1992. He has during his career been responsible for the development of the IT systems and was promoted to Head of IT in 2015.
Dora Canarapen – Head of Marketing
Dora Canarapen joined Iframac Ltd in May 2014 as Marketing Manager. She holds a Master of Business Administration in Marketing Management with the University of Technology Mauritius. Dora was promoted to the position of Head of Marketing in February 2020.