Board and Board Committees
Board of Directors
The Board of Directors (the “Board”) operates a framework designed to ensure that high standards of corporate governance are applied at all times. The Board is responsible for the oversight and management of the Company. The Board also assumes the responsibility for leading and controlling the organization and meeting all legal and regulatory requirements.
The Board of Directors as a whole is responsible for the stewardship of the Company and is ultimately accountable for the affairs and overall performance of the Company. As such, the Board is committed to upholding the highest standard of integrity, accountability and transparency in the governance of the Company. Its primary role is to protect and enhance the shareholders’ interests and maximise long term value creation by ensuring that proper systems and controls are in place to safeguard the Company’s assets and good reputation.
The Company maintains an organisational chart which is regularly updated and made available to the Board for their consideration.
Considering the size of the Company, the Board is of the view that a formal statement of accountabilities is not required. All new board members are subjected to an induction upon joining the Company and their responsibilities and accountabilities are discussed and explained during the said induction.
The Board identifies key risk areas and endorses the strategic directions to be pursued, approves the Company’s investments, operating and capital expenditure budgets, monitors the implementation of strategies whilst maintaining an effective corporate governance framework. In so doing, the Board may delegate certain duties to its management team. The Directors perform their duties and exercise their powers to the extent permitted by law.
The Chairman’s main role is to effectively lead and monitor the work of the Board of Directors, to encourage active participation of Directors, to ensure smooth and timely flow of information to management and shareholders and to ensure the accurate documentation of proceedings.
He is elected by the members of the Board at Board meetings.
All Directors, whether executive or non-executive are bound by fiduciary duties. They have both a legal and moral duty to act independently, in good faith, with due care and skill, and without fetter or instruction. The Directors’ list of duties and responsibilities as laid down in the Mauritius Companies Act 2001 is duly endorsed by the Board and enable the Directors to better perform their duties and ensure that their contribution is fully effective and meets the standards expected from them in terms of independence, ethics and integrity.
Non-executive Directors perform their duties intermittently and have less regular access to the Company’s books and records than executive Directors do but they play a particularly vital role in providing independent judgement in all circumstances. They are individuals of calibre and credibility and have the necessary skills and experience to constructively bring judgement, independent of management, on issues of strategy, performance evaluation, resources, transformation, equal opportunities and standards of conduct.
Board Composition
The Board is headed by an effective unitary Board which comprises of four (4) directors classified as follows:
| Names of Directors | Role |
|---|---|
|
Mr. Gregory Carosin |
Non-Executive Chairman |
|
Mr. Patrick Andrew Dean Ah-Chuen |
Managing Director |
|
Mr. Sydney Ah Yoong |
Independent Director |
|
Mr. James Lim Teng Chong |
Independent Director |
As the Company has obtained its Insurance Broker Licence on 17 May 2024 and has started operations as from 02 September 2024, it has not yet set up any sub-committees to assist the Board which is comprised of only four (4) directors for the time being. The Company is currently in a phase of building its resources and the recommendation to have more directors on the Board to be able to set up sub-committees like an Audit Committee shall be assessed annually.
Company Secretary
All Directors have access to the advice and services of the Company Secretary who is responsible for ensuring that Board procedures are followed and for providing guidance and proper induction to Directors concerning their duties, responsibilities and powers. The Company Secretary administers, attends and prepares minutes of all Board and shareholders’ meetings. The Company Secretary assists the Chairman in ensuring that Board procedures are followed and relevant rules and regulations are complied with and in implementing and strengthening good governance and ethical practices within the Company with a view to enhance long-term shareholders’ value.
The Company Secretary duties are currently filled by ABC Professional & Secretarial Services Ltd.
