The Board of Directors (“Board”) of CIEL Limited (“CIEL”) is committed to maintaining high standards of corporate governance and acknowledges its responsibility for applying and implementing the principles contained in the National Code of Corporate Governance for Mauritius (2016) (“the Code”). Details on how CIEL has applied the Code’s principles are set out in this report. CIEL also uses its website for online reporting purposes, in accordance with the recommendations of the Code. You may refer to CIEL governance section in the investor page on www.cielgroup.com (“CIEL’s website”).
Executive Director and Group Chief Executive,
joined the Board in February 1995
Executive Director and Group Finance Director, joined the Board in April 2012
Joined the Board as Alternate Director ofMarc Ladreit de Lacharrière in February 2016
As part of their duties as directors, it is critical for Board members to have a thorough knowledge of the environment within which the clusters of the Group operate. An investment report is issued to the directors on a quarterly basis; it includes economic updates on countries within which the Group operates, peer review and financial results. No other training was offered to the directors.
The Board assumes its responsibility for the succession planning of its clusters’ leaders, which is a systematic effort and process of identifying and developing candidates for key leadership positions over time to ensure the continuity of management and leadership in an organisation.
The objective of succession planning is to ensure that the organisation continues to operate successfully when individuals occupying critical positions and hard to replace competencies depart. As part of its terms of reference, the Corporate Governance, Ethics, Nomination & Remuneration Committee has reviewed, at a meeting held on 22 June 2022, an updated succession plan for key executives of the Group, including those of the CIEL Head Office.
The succession plan identifies the Top 10 roles as part of a long-term initiative to prepare potential candidates. Incumbents in the current Top 10 roles were consulted for their inputs on succession plan. The committee will track and monitor the progress achieved in the implementation of the succession plan. The successors were identified in 4 categories, namely:
EMERGENCY
The individual is ready to step into the role/job/position in case of an emergency vacancy but may not be the most suitable successor long-term. Typically oversees role for 3-6 months pending permanent replacement.
READY NOW
This indicates that this employee was in the highest level of readiness and could transition into the role with minimal development.
READY C+1
The employee would be ready for the role within the next two to three years and may include one additional role or assignment for development purposes.
READY C+2
The employee will be ready for the role in 3 to 5 years and may include one or two additional roles or assignments for development purposes.
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.
The Board has the ultimate responsibility for risk governance and internal control systems as well as determining the nature and extent of the principal risks it is willing to take to achieve its strategic objectives, while ensuring that an appropriate risk culture has been embedded throughout the Group. CIEL’s Enterprise Risk Management (“ERM”) has been designed to facilitate the identification, assessment and mitigation of the inherent business risks to which the Company is exposed, while providing reasonable assurances pertaining to compliance with regulatory obligations, reliability of financial information and safeguarding of assets under management. The ERM is not intended to eliminate such risks but can be considered as an adequate protection against material misstatement or loss which might result from adverse events. The ERM governance structure and identification of the key risks for the Company and how they are managed are detailed in the Risk Report.
Since 2017, CIEL has adopted the integrated reporting format to provide additional and transparent information to its stakeholders. It has been developed following the guidelines of the International Integrated Reporting Council (“IIRC”). The annual report provides key information - considered material at Group level - to understand and assess the governance, performance, and strategy of our Group and its six clusters. More in-depth information can be found in each company’s Annual Report.
The Directors affirm their responsibilities in preparing the Annual Report and the Financial Statements of the Company and its subsidiaries which comply with International Financial Reporting Standards and the Mauritius Companies Act 2001. The Board also considers that taken as a whole, they are fair, balanced and understandable and provide the information necessary for shareholders and other stakeholders to assess CIEL’s position, performance and outlook. Please refer to the Statement of Directors’ Responsibilities.
*Includes CSR donations which have been channeled to CIEL Foundation, registered as a special purpose vehicle
THE COMPANY | SUBSIDIARIES | |
---|---|---|
2022 MUR’000 | 2022 MUR’000 | |
Charitable* | 2,526* | 20,672 |
Political | - | - |
The journey of implementing and operationalising CIEL’s sustainability strategy for 2020-2030 is premised on i) an evidence-based approach to baseline-setting and creation of action plans, as well as ii) the continuous alignment of and support to clusters to achieve the Group’s targets. The ongoing initiative of Group carbon accounting, using sciencebased targets and enhancement of CIEL’s climate strategy illustrates its commitment to delivering concrete and measurable actions. Furthermore, leveraging the strong interconnection and expertise within the network of sustainability champions, working groups are being established to develop solutions and build on synergies at a Group level
CIEL aims at constantly engaging its internal and external stakeholders on sustainability topics. The Corporate and Regulatory Affairs (CoRA) department was established at CIEL Head Office to structure CIEL’s engagement with the media, regulators, government, and the communities where it operates. The Group is also reinforcing the dialogue and collaboration with key existing stakeholders around strategic sustainability topics such as renewable energy notably with Donor Financial Institutions (DFIs) and inclusive development with Business Mauritius.
CIEL’s sustained engagement with the community through the CIEL Foundation was demonstrated by the continuation of all longterm programs and the return to pre-covid levels of funding. CIEL Foundation emphasised the support to educational programs and mental health for teenagers, as both aspects have been severely impacted by the pandemic, and the empowerment program for vulnerable women.
At cluster level, the nexus between employee engagement and community support remains a key focus, specifically centered on the themes of poverty alleviation, education, reforestation, and the environment.
Launched in August 2020, with a view to build a culture throughout the Group where everyone’s skills are valued and acknowledged equally, regardless of their gender, CIEL’s investment in the Go Beyond Gender Initiative is also a testimony of the Group’s commitment to delivering structural changes.
A distinctive modus operandi was employed to build this initiative, combining a detailed Group diagnostic exercise including the benchmarking of our processes and pay structure, with several cycles of medium to large-scale stakeholders’ engagement sessions. These sessions were designed to collect feedback and build ownership across most of the territories where CIEL operate. Three clear objectives have been defined: i) bridge the pay gap by end 2025, ii) identify and train a cohort of 100 women at management level to bring them to top management or leadership roles by end 2025 and iii) all sites / clusters to set procedures towards a womenfriendly working environment by end 2023.
Embedded in CIEL’s sustainability strategy, diversity and ethics are key for fostering a vibrant workforce. CIEL Foundation is coordinating a project to enhance the employability of differently abled people based on a collaborative approach in partnership with a renowned NGO namely, the Global Rainbow Foundation. The first pilot program at Sun Resorts, having received positive feedback, will be the foundation for replicating and scaling up the project across the Group.
PricewaterhouseCoopers (“PwC”) is the external auditor of CIEL. PwC was appointed as auditors of the Group, in replacement of BDO & Co, at the annual meeting of shareholders held in December 2017 and has been re-appointed auditors by the shareholders of CIEL at the annual meetings held in December 2018 to 2021. Significant audit issues are discussed at the Audit & Risk Committee, which are reported under the Key Audit Matters in the auditors’ report. Furthermore, critical policies, judgements and estimates are brought to the attention of the members and discussed with the auditors during Audit & Risk Committees, especially when the audited accounts of the Company and Group are tabled for consideration.
The Audit & Risk Committee regularly meets the auditors in the presence of management since it has no impact on the objectivity of the meeting. It has considered that if the need arises, they will meet the auditors without management. The fees paid to the auditors for audit and other services for the financial year are described under Other Statutory Disclosures. The non-audit services provided by the auditors relate mainly to tax computation, compliance and transaction advisory. Hence, the objectivity and independence of the auditors are safeguarded since the teams involved are not the same as the one providing audit services. The Board is satisfied that the members of the Audit & Risk Committee have financial expertise to fulfil their duties and that they have effectively discharged their responsibilities during the year under review according to their terms of reference.
The internal auditor reports to the Audit & Risk Committee (“ARC”) and maintains an open and constructive line of communication with management. EY continues to provide internal audit services to the Group reporting to the ARCs at subsidiary level on an outsourced basis. EY also performs assignments for CIEL following an approved audit plan. The Group’s internal audit function uses a risk-based methodology.
The ARC is kept fully up to date with the internal audit function’s activities through comprehensive reports that include the internal audit findings and recommendations, management comments and regular status updates During the year in review, EY fulfilled its duties with the support and cooperation of the management and staff whilst having unlimited access to the Company’s records. The internal audit function adds value to the Group by helping management answer the following key questions related to the areas reviewed by the internal auditors:
As at 30 June 2022, CIEL had in issue
(i) 1,689,901,209 Ordinary Shares (of which 2,341,211 were held as treasury shares) and
(ii) 3,008,886,600 Redeemable Restricted A Shares (“RRAS”).
Based on 1,687,559,998 ordinary shares issued (excluding treasury shares), Ordinary shares represented 35.93% of the total voting rights of CIEL (Ordinary + RRAS).
Based on 3,008,886,600 RRAS – RRAS represented 64.07% of the total voting rights of CIEL (Ordinary + RRAS).
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