GOVERNANCE: THE CORNERSTONE OF OUR BUSINESS

Directors’ Duties, Remuneration and Performance

Legal Duties

Directors are made aware of their legal duties upon their appointment and are reminded of same annually by the company secretary when asked to update the register of interests. Several documents and policies have also been implemented to help them fulfil their roles, namely, the code of ethics, conflict of interest/related party transactions policy, share dealings policy and board charter.

Code of Ethics and Whistle Blowing Policy

CIEL has, over the years and since the beginning of the Group in 1912, developed a unique way of doing business. CIEL constantly wants to reaffirm to its stakeholders its strong commitment in doing business ethically and sustainably and believes that ethics start at the top, with its Board, senior management extended to employees of the Group, business partners and other stakeholders. It is in that spirit, that the Board has developed and approved a code of ethics, shared and acknowledged by the employees at the head office.

The code of ethics highlights key areas which CIEL believes are crucial in doing business fairly and ethically, namely:
Business Integrity | Workplace Culture | Data Privacy Reputation & Goodwill | Environmental & Social Values

Amendments are made to the code of ethics as and when required. The code of ethics includes a whistle blowing mechanism, which is a confidential and anonymous channel for all internal and external stakeholders to express their concerns about any perceived wrong-doings, malpractices or improprieties as defined as follows:

Step 1

Any person wishing to blow the whistle (on an anonymous basis if so desired) shall report same to the Whistle Blowing Screening Committee comprising of the CIEL Group Risk Officer and a member of the legal team. Alternatively, if the person feels that the Whistle Blowing Screening Committee is not the appropriate forum to receive the complaint, he/she may report same to the Chairman of CIEL’s Audit & Risk Committee (“ARC”).

Step 2

The role of the Whistle Blowing Screening Committee is only to screen the complaint, to determine whether the complaint is genuine and worth investigating/actioning. If so, the Whistle Blowing Screening Committee shall forward the complaint to the Chairman of the ARC of CIEL.

Step 3

The chairman of the ARC of CIEL, upon receiving a complaint, forwards the complaint to the chairman of the relevant cluster’s ARC if the complaint concerns a cluster or a business unit, or to the CIEL Group Chief Executive Officer or members of CIEL’s ARC, if the complaint pertains to CIEL, who shall, in turn, subject to any applicable law, in their own discretion (i) decide on appropriate actions to be conducted to resolve the issues (ii) channel the complaint to the relevant parties for investigation and (iii) ensure that the necessary investigations are carried out.

A whistle blowing template has been defined by the ARC to enable entities of the Group to record the number, source and type of complaints received on a monthly basis. The template also helps to assess the trend in the number of complaints received, the number of cases under investigation and those resolved.

Conflict of Interests/Related Party
Transactions Policy

Transactions with related parties are disclosed in the financial statements. A Conflict of Interest/Related Party Transactions Policy has been approved by the Board to ensure that the deliberations and decisions made by CIEL are transparent and in the best interests of the Company. It also aims to protect the interests of the oOfficers from any appearance of impropriety and to ensure compliance with statutory disclosures and law. Notwithstanding the above, directors of CIEL are also invited by the company secretary, on an annual basis, to notify the Company of any direct and indirect interest in any transactions or proposed transaction with the Company. Declarations made by the directors are entered in a register which is maintained by the company secretary; same is available for inspection by the shareholders upon written request to the company secretary. The policy was updated during the financial year and is available for consultation on CIEL’s website.

Information, Information Technology and
Information Security Governance

Board Information

The chairman of the Board, with the assistance of the company secretary, ensures that directors receive the necessary information for them to perform their duties and that the Board has sufficient time for consultation and decision-making.

Information Technology Policy

CIEL operates an Information Technology Policy using Policy using accepted standards (ITIL and COBIT 5) to regulate the use, security standards, control and access rights for the entities of CIEL, hosted at the Company’s head office in Ebène. The Information Technology Policy, as approved by the Board, is being monitored and revised as needed by the IT department.The document has been circulated to all the staff using the Information Technology Infrastructure at Company’s Head Office in Ebène, and awareness sessions are planned in a timely manner for them to commit to it. Even though each cluster of the Group operates its own IT policy, a Group IT Forum has been launched by CIEL, whereat critical IT-related issues are debated from a Group- wide perspective. For example, CIEL Finance cyber security forum has been extended to all companies of the Group. A budget for information technology and cybersecurity is allocated annually, based on business needs for each financial year. The policy has been updated and is available for consultation on CIEL’s website.

EU General Data Protections Regulations

In compliance with the EU General Data Protection Regulations (“GDPR”) and the Data Protection Act 2017, CIEL has approved (i) a Group Data Privacy Policy (“Group Policy”) with a view to promoting a privacy culture within the Group and ensuring that all clusters, business units and employees protect the privacy of personal information of individuals in their daily operations; and (ii) a Personal Data Breach Policy to define the methodology for assessing the severity of any potential personal data breach, the escalation process when discovering a breach and the procedures to notify the relevant authorities in the event of a breach. The Group Policy defines the Group’s requirements regarding the collection, storage, use, transmission, disclosure to third parties and retention of personal information. The Group Policy is used as a general guideline to the clusters and business units, which remain responsible to adopt their own policies on data privacy to address the specific context of their respective activities without derogating from the core principles. Smita Hurry, Barrister and Senior Corporate Legal Officer at CIEL Head Office, acts as the data protection officer of CIEL.

Senior Management Team of CIEL and CEOs of CIEL’s Subsidiaries

  • JEAN-PIERRE DALAIS

    Group Chief Executive of CIEL
    Read more

  • GUILLAUME DALAIS

    Chief Executive Officer of CIEL Properties Refer to Directors’ Profiles
    Read more

  • L. J. JÉRÔME DE CHASTEAUNEUF

    Group Finance Director of CIEL
    Read more

  • ERIC DORCHIES

    Chief Executive Officer of CIEL Textile
    Read more

  • FRANCOIS EYNAUD

    Chief Executive Officer of SUN Limited
    Read more

  • LAKSHMANA BHEENICK

    Chief Executive Officer of CIEL Finance
    Read more

  • HÉLÈNE ECHEVIN

    Chief Executive Officer of C-Care (International) Limited
    Read more

    Directors’ and Officers’ Liability Insurance

    A Directors’ and Officers’ Liability insurance policy has been subscribed by CIEL covering the Company and its subsidiaries.

    Directors ensure that their dealings in the shares of the Company are conducted in accordance with the principles of the Model Code for Securities Transactions by Directors of Listed Companies, as detailed in Appendix 6 of Listing Rules of the SEM. In that spirit, the Board has approved a Share Dealing Policy that reiterates the procedures to provide clear guidance to the Directors, Applicable Employees and Officers of CIEL on the practice to be followed when dealing in shares of the Company to avoid the abuse of price-sensitive information (insider dealing). The policy was updated during the financial year and is available for consultation on CIEL’s website.
    Following a tender exercise, BDO, in association with Board Benchmarking, was selected to perform the board effectiveness survey, which is normally conducted every two/three years. The answers were benchmarked by the international database and CIEL scored a top-quartile 82% board effectiveness index. The consultant tracked the progress achieved on past surveys and the areas where improvements have been most impactful were the deep dives performed on the clusters of the Group (in the presence of their respective CEOs), enhanced strategy discussions and more concise and relevant presentation and board packs. Defined actions have been earmarked for implementation during the financial year ending 30 June 2023, the main ones being a special session of the Board to be organised without the presence of the executive directors and IT risks and breach analysis at subsidiary level to be escalated via its Audit & Risk Committee.

    The Board has approved a policy that sets the purpose, process, performance measures and quantum for the remuneration of its directors. CIEL strives towards remunerating its directors in a manner that supports the achievements of CIEL’s strategic objectives, while attracting and retaining scarce skills and rewarding high levels of performance. The Corporate Governance, Ethics, Nomination & Remuneration Committee determines the adequate remuneration to be paid to the directors. There are no established policies for remunerating executive directors approaching retirement. This will be determined by the Board as and when required.

    Directors’ Remuneration and Benefits

    The following table depicts the fees paid to the Non-Executive Directors for their involvement in the Board and committees during the financial year.
    Directors Board³(MUR) Audit & Risk Committee³(MUR) Corporate Governance, Ethics, Nomination & Remuneration Committee³ (MUR) Investment Committee⁴(MUR) Total (MUR)
    P. Arnaud Dalais (Chairman)¹ 2,371,000 NIL 100,000 50,000 2,521,000
    Sébastien Coquard 350,000 NIL NIL 50,000 400,000
    Guillaume Dalais 350,000 NIL NIL NIL 350,000
    Marc Dalais 350,000 NIL NIL NIL 350,000
    R. Thierry Dalais 350,000 NIL 100,000 75,000 525,000
    Pierre Danon 400,000 200,000 150,000 50,000 800,000
    Roger Espitalier Noël 350,000 NIL NIL NIL 350,000
    M. A. Louis Guimbeau 350,000 200,000 NIL NIL 550,000
    J. Harold Mayer 350,000 200,000 NIL NIL 550,000
    Marc Ladreit de Lacharrière 350,000 200,000 NIL NIL 550,000
    Catherine McIlraith 350,000 200,000 NIL NIL 550,000
    Jean-Louis Savoye2 350,000 NIL NIL NIL 350,000
    Xavier Thiéblin 350,000 NIL 100,000 NIL 450,000

    Non-executive directors have not received remuneration in the form of share options or bonuses associated with organisational performance.

    The executive directors of CIEL are remunerated by CIEL Corporate Services Ltd (a wholly owned subsidiary of CIEL), with which CIEL holds an agreement for the provision of combined corporate services and strategic support. The remuneration and benefits paid to the executive directors are made up of a basic pay and an incentive scheme linked to (i) market capitalisation growth with an annual high watermark principle, (ii) annual ordinary dividend payout and (iii) Group profit after tax. The main objective of the scheme is to motivate the executives towards increasing the total value of the Company and reward them for the creation of long-term value. This bonus is payable partly in cash and partly in ordinary shares, out of the treasury shares held by the Company.

    For the financial year ended 30 June 2022, the remuneration and benefits received, or due and receivable to the executive directors amount to MUR 58.7M. The remuneration of the executive directors has not been disclosed individually due to its commercially sensitive nature.

    The chairman of the Board is not entitled to an incentive scheme.

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