GOVERNANCE: THE CORNERSTONE OF OUR BUSINESS

Corporate Governance Report

(Section 221 of the Mauritius Companies Act 2001)

Group Profile – A Diversified Mauritian Investment Group With An International Footprint

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”).

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CIEL’s Organisational Chart and Statement
of Accountabilities

The Board of CIEL is ultimately accountable and responsible for the performance and affairs of the Group which operates within a defined governance framework through delegation of authorities and clear lines of responsibility while enabling the Board to retain effective control. Three Board committees are tasked to provide specialist guidance and recommendations to the Board.
Group_ProfileGroup Chief ExecutiveJean-Pierre DalaisTHE BOARDDELEGATES MANAGEMENT TO Group Finance DirectorL. J. Jérôme De Chasteauneuf With CIEL Head OfficeManagement Team in support

BOARD OF DIRECTORS OF CIEL

Corporate Governance, Ethics, Nomination & Remuneration Committee
Investment Committee
Audit & Risk Committee
Jean-Pierre Dalais, Group Chief Executive, is responsible for the affairs of the Group and closely interacts with the CEOs of the Group. Regular forums are held to promote the interaction between the CEOs of the Group. The Group Chief Executive has the support of the Group Finance Director and the management team of CIEL Head Office, which offers a combination of corporate services and strategic support to the main operational clusters of CIEL.

CIEL’s Governance Structure

The role of the Board is to provide effective leadership and direction to enhance the long-term value of the Group, for its shareholders and other stakeholders. The Board assumes its responsibility in

  1. overseeing the business affairs of the Group; and
  2. reviewing its strategic plans, performance objectives, financial plans, annual budget, key operational initiatives, major funding, investment proposals, financial performance reviews and corporate governance practices. It ensures that all legal and regulatory requirements are met.

Governance documents, as approved by the Board of CIEL, may be consulted on the CIEL website under the Investors/Corporate Governance section. These are: Conflict of Interest/Related Party Transactions Policy | Share Dealing Policy | Job Description of Senior Governance Position | Group Structure | Code of Ethics | Board Charter | Whistle Blowing Policy | Constitution | Terms of Reference of Board Committees. A review of these documents/policies is performed under defined time frames, and amendments are made when necessary. The Board cCharter, Conflict of Interest/Related Party Transactions Policy and Share Dealing Policy were updated during the financial year.

The Structure Of The Board And Its Committees

The Board of CIEL is composed of directors coming from different industries and backgrounds with strong business, international and management experience which are important considering the nature and scope of the Group’s business and the number of board committees. The Board is satisfied that its composition is adequately balanced and that the current directors have the range of skills, expertise and experience to carry out their duties properly. The chairman of the Board is a NED and does not have a casting vote at board meetings.

Type of Mandate: Unitary Board of 15 directors in line with the Company’s constitution which provides that the Board shall consist of not less than eight directors and not more than 16 directors.

Board Meetings during the Financial Year: 5

Decisions adopted by way of Written Resolution in lieu of holding Board Meetings: 2

A sufficient number of directors does not have a relationship with the organisation.

15

Type of mandate:

Unitary Board of 15 Directors

5

Board meetings during the financial year

2

Decisions adopted by way of written resolutions in lieu of holding Board meetings

Category of Directors

Gender Balance

Tenure of Directorships as at 30 June 2022

0

Between 0 and 2 years

1

Director

Between 2 and 4 years

2

Directors

Between 4 and 6years

12

Directors

More than 6 years

Quorum for the Board: 7 directors

There have been no changes on the Board during the financial year.

Independence on the Board

The independence criteria for directors are defined under the Mauritius Companies Act 2001. Catherine McIlraith and Pierre Danon still qualify as independent non executive directors.

Time Commitment and Other Directorship Positions
The directors ensure that they devote sufficient time to the Company in the performance of their duties. CIEL does not have an over boarding policy but is satisfied, in line with the attendance scores achieved, that its members have met their time commitment expectations in respect of board and committee meetings and that they continue to discharge their responsibilities effectively. The directorships of the directors in listed companies have been disclosed under the directors’ profiles section.
Company Secretary

CIEL Corporate Services Ltd (“CCS”), a wholly owned subsidiary of CIEL Limited, employs qualified chartered secretaries, to provide the services of the company secretary to CIEL Group. Clothilde de Comarmond acts as the Board secretary and is qualified as an associate under the Institute of Chartered Governance. She joined CCS in 2000 and is in charge of the company secretarial department at CIEL Head Office.

Focus Areas of the Board during the Year

RECURRING AGENDA ITEMS

  • Declaration of interests
  • Minutes of proceedings of meetings
  • Reports from chairmen of Board committees
  • Quarterly investment reports, including economic updates of countries within which the Group operates, peer review and financial results

STRATEGY, PERFORMANCE, FINANCIAL MONITORING

  • Annual and quarterly financial statements
  • Deep dive and strategy update on
    CIEL Finance, CIEL Healthcare and
    CIEL Properties in the presence of the respective CEOs
  • Alteo’s restructuring
  • Annual Report
  • Dividend declarations of annual budget

GOVERNANCE AND RISK, OTHER

  • Remuneration of the directors
  • Risk dashboards for the Group
  • Internal audit assessments through the report from the Chairman of the Audit & Risk Committee
Board Processes and Attendance at Board/Committee Meetings

Dates of meetings are planned well in advance (by September of the previous calendar year).

The Board meets at least 4 times a year. Ad-hoc meetings may also be convened to deliberate on urgent substantive matters. Decisions of the Board are also taken by way of written resolutions.

Documents are circulated in advance (through an online portal facilitating the viewing of such papers), in order for the Directors to devote sufficient time towards the reading of these documents.

The Chairman of the Board, in collaboration with the company secretary and management, ensure that all directors are provided with appropriate, reliable and timely information to enable them to discharge their duties effectively and reach informed decisions. The target is to communicate board documents to the directors at least 5 working days ahead of the meetings. The directors have access to a software designed with features to help them save time, improve efficiencies, and enhance the effectiveness of meetings for boards and committees.

Dedicated Committees Assisting the Board
in its Duties

The Board delegates certain roles and responsibilities to its committees. Whilst it retains the overall responsibility, committees further probe topics more deeply and then report on the matters discussed, decisions taken, and where appropriate, make recommendations on items requiring the approval of the Board. The committees play a key role in supporting the Board. The company secretary of the Board acts as secretary to these committees. Minutes of proceedings of committee meetings (except for the Corporate Governance, Ethics, Nomination & Remuneration Committee) are circulated to the Board and the chairs of each of the committees report verbally on their activities. The Board is satisfied that the committees are appropriately structured, skilled and competent to deal with both the Company’s existing and emerging issues, and that they have effectively discharged their responsibilities during the year under review according to their terms of reference. The terms of reference of the committees are updated as and when necessary and are available for consultation on CIEL’s website.
INVESTMENT COMMITTEE
AUDIT & RISK COMMITTEE
CORPORATE GOVERNANCE, ETHICS, NOMINATION & REMUNERATION COMMITTEE

INVESTMENT COMMITTEE

  • Members
  • R. Thierry Dalais, Chairman
  • Damien Braud
  • Sébastien Coquard
  • P. Arnaud Dalais
  • Jean-Pierre Dalais
  • Pierre Danon
  • L. J. Jérôme De Chasteauneuf
  • Attendance
  • 1/1
  • 1/1
  • 0/1
  • 1/1
  • 1/1
  • 1/1
  • 1/1

MAIN TERMS OF REFERENCE

The main terms of reference of the Investment Committee are:

  • Consider investment and divestment propositions as put forward by management from time to time
  • Discuss and recommend to the Board all strategic investments or divestments to be made by the Company and transactions involving more than 1% of the Group net asset value

FOCUS AREAS DURING THE YEAR

Restructuring at Alteo Limited (scheme of arrangement)

AUDIT & RISK COMMITTEE

  • Members
  • Catherine McIlraith, Chairman
  • Pierre Danon
  • M. A. Louis Guimbeau
  • Attendance
  • 5/5
  • 4/5
  • 5/5

MAIN TERMS OF REFERENCE

  • Examine and review the quality and integrity of the financial statements (Company and Group) and any formal announcements relating to the Company’s financial performance, before submission to the Board
  • Review arrangements and modalities by which any staff of the Company may, in confidence, raise concerns about possible improprieties in matters of financial reporting, ensuring that arrangements are in place for the proper investigation of such matters, and for appropriate follow-up action
  • Assess the robustness of the Company’s internal control including internal financial control and business risk management
  • Maintain an effective internal control system including the system(s) established to identify, assess, manage and monitor risks
  • Approve appointment of internal auditor and their fees
  • Evaluate and approve the annual internal audit work plan and consider reports pertaining to findings of internal audits on a periodic basis
  • Oversee the process for selecting the external auditor, assess the continuing independence of the external auditor and approve the audit fees 
  • Review annually in presence of the external auditor their management their management letter and report on audit

FOCUS AREAS DURING THE YEAR

  • Audited accounts and management letter:
  • External audit plan
  • Risk report for the annual report
  • Quarterly condensed financial statements and financial review documents
  • Quarterly risk management reports and risk dashboards
  • Material litigation cases 
  • Related party transactions

CORPORATE GOVERNANCE, ETHICS, NOMINATION & REMUNERATION COMMITTEE

  • Members
  • Pierre Danon, Chairman
  • P. Arnaud Dalais
  • R. Thierry Dalais
  • Xavier Thiéblin
  • Attendance
  • 2/2
  • 2/2
  • 2/2
  • 2/2

MAIN TERMS OF REFERENCE

  •  Recommend corporate governance provisions to be adopted so that the Board remains effective and complies with prevailing corporate governance principles 
  • Approve the bonus/remuneration for the executives
  • Recommend to the Board the directors’ remuneration, including the chairman’s fee 
  • Recommend new Board and senior executive nominations
  • Monitor the implementation of the code of ethics and set the tone for its implementation

FOCUS AREAS DURING THE YEAR

Audited accounts and management letter:

  • Corporate governance report
  • Executives’ bonus
  • Updated succession plan for the Executives of the Group, including those of CIEL Head Office
  • Update of governance documents
  • Benchmarking of directors’ fees 
  • Engagement survey results 
  • Directors fees’ financial year 2023
  • Board evaluation results and action plan
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