MAUBANK LTD Corporate Governance

The Board has constituted the following committees to assist effective implementation of its responsibilities;

• +- Audit Committee

The Audit Committee’s principle function is to oversee the Bank’s financial reporting process, monitor the internal control systems, review financial statements, provide support to the Board of directors on compliance, audit and financial matters, oversee performance of external and internal auditors of the Bank, and review internal and external inspection reports.

The Audit Committee shall be appointed by the Board and shall be made up of at least three (3) members who shall comprise of only independent directors.

Responsibilities of the Audit Committee

The Audit Committee’s responsibilities, among others, include:

• Approve the risk-based audit plans of the internal and external auditors which address all activities over a measurable cycle and the work of external and internal auditors is coordinated.
• Recommend to shareholders, through the Board, the appointment, removal and remuneration of external auditors. It should approve the engagement letter setting out the scope and terms of external audit.
• Assess periodically the skills, resources and independence of the external audit firm and its practices for quality control.
• Assess whether the accounting practices of the auditee are appropriate and within the bounds of acceptable practice.
• Discuss with senior management and external auditors the overall results of the audit, the quality of financial statements and any concerns raised by external auditors.

Composition of the Committee

• Mr. Semjevee Sivananda (Chairperson/ Independent Director)
• Mr. Sookun Gooroodeo (Independent Director)
• Mrs. Vasseur-Soneea Alexandra (wef 24 Jan 2024) (Independent Director)

Click here to view the Audit Committee Terms of Reference




• +- Board Investment & Credit Committee (BICC)

The Board Investment & Credit Committee (BICC) mandate is to act as the credit sanctioning authority of the Bank on behalf of the Board and ensure compliance to the Credit Risk Policy Guide (“CRPG”) of the Bank at all times. The Committee shall have the authority to make a final decision on approval or rejection of proposed requests / transactions as well as to establish general lending parameters in accordance with its powers.

Members of the Committee shall be appointed by the Board and shall be made up of at least three (3) members, consisting of a majority of independent or non-executive directors and may include the CEO.

Responsibilities of the Board Credit Committee

The Board Credit Committee’s responsibilities, among others, include:

• To ensure that concentration of credit risks is within the bank’s risk tolerance.
• Consider and approve all credit facilities exceeding the delegated authority of the Management Credit Forum as set out in the CRPG.
• Consider and approve the restructure of credit facilities as per the CRPG.
• Consider and approve, amend, withdraw all credit financing schemes of the Bank.
• Ensure that all facilities advanced are in accordance with the Bank’s defined overall credit risk strategy while adhering to the Bank’s Credit Policy Guide and any Guidelines from the Bank of Mauritius.
• Ensure that any deviations / exceptions to policies are communicated to the Board for corrective actions to be taken.
• Review the credit policies and procedures periodically to ensure their continuing adequacy and enforcement, in the best interests of the Bank.

Composition of the Committee

• Mr. Codabux Muhammad Javed (Chairperson/Independent Director)
• Mr. Vydelingum Vishuene (wef 22 Nov 2023) (Executive Director)
• Mr. Kokil Anil Kumar (Non-Executive Director)
• Mr. Semjevee Sivananda (Independent Director)
• +- Board Risk Management Committee (BRMC)

The role of the Board Risk Management Committee (BRMC) has the responsibility to advise the Board on the financial institution’s overall current and future risk appetite, tolerance and strategy and oversee Senior Management’s implementation of the risk appetite framework and reporting on the state of risk culture in the Bank.

Members of this Committee shall be appointed by the Board and shall be made up of at least three (3) independent or non-executive members with a reasonable number having an adequate familiarity with risk management. The Chief Executive Officer shall be a member of this Committee.

Responsibilities of the Risk Management Committee

The Risk Management Committee’s responsibilities, among others, include:

• Advise the Board on the Bank’s overall current and future risk appetite tolerance and strategy.
• Recommend the Board on appropriate risk appetite framework for the Bank which shall be consistent with the Bank’s short term and long-term strategic plan.
• Identify the principle risks, including but not limited to credit, market, liquidity, operational, compliance and regulatory and reputational risks and the actions taken to mitigate them.
• Review the Bank’s key credit related management and stress testing reports.
• Monitor the Bank’s compliance with regulatory capital adequacy requirements taking into account ICAAP implementation.
• Appoint a Chief Risk Officer who, among others, shall provide assurance that the oversight of risk management is independent from operational management and is adequately resourced with proper visibility and status in the organisation.
• Require the Chief Risk Officer to provide regular reports to the Committee, senior management and the Board on his activities and findings relating to the institution’s risk appetite framework.

Composition of the Committee

• Mr. Jeetoo Mohamad Fardeen (Chairperson/Independent Director)
• Mr. Vydelingum Vishuene (wef 22 Nov 2023) (Executive Director)
• Mr. Kokil Anil Kumar (Non-Executive Director)
• Mr. Semjevee Sivananda (Independent Director)
• +- Nomination and Remuneration Committee (REMCO)

The Nomination and Remuneration Committee (REMCO) has the responsibility of selecting competent and qualified personnel and making recommendations to the Board. The Committee aims to retain and attract qualified and experienced personnel for the smooth running of the organisation.

Members of the Committee shall be appointed by the Board and shall be made up of at least three (3) members, consisting of a majority of independent or non-executive directors.

Responsibilities of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee’s responsibilities, among others, include:

• Recommend to the Board candidates for Board positions, including the chair of the Board and chairs of the Board Committees.
• Recommend criteria for the selection of board members and criteria for the evaluation of their performance.
• Prepare for approval of the Board, the remuneration and compensation package for directors, senior manager and other key personnel.
• Recommend to the Board, and incentive package, as necessary, to enhance staff performance, while ensuring that incentives embedded within remuneration structures do not incentivise staff to take excessive risk.
• Approve remuneration and compensation frameworks, reward, talent management and performance appraisal structures.
• Review and approve design of pensions and other benefits.

Composition of the Committee

• Mr. Sokappadu Ramanaidoo (Chairperson/Independent Director)
• Mr. Vydelingum Vishuene (wef 22 Nov 2023) (Executive Director)
• Mr. Semjevee Sivananda (Independent Director)
• Mrs. Vasseur-Soneea Alexandra (Independent Director)
• Mr. Jeetoo Mohamad Fardeen (Non-Executive Director)
• +- Corporate Governance Committee

The Committee is responsible to determine, agree and develop the bank’s general policy on corporate governance in accordance with applicable Code of Corporate Governance and legislations. It should also ensure that the corporate governance report and disclosures to be published in the bank’s annual report is in compliance with provisions of the Code of Corporate Governance.

Members of the Committee shall be appointed by the Board and shall be made up of at least three (3) non-executive directors.

Responsibilities of the Corporate Governance Committee

The Corporate Governance Committee’s responsibilities, among others, include:

• Determine, agree and develop the Bank’s general policy on corporate governance in accordance with applicable Code of Corporate Governance and legislations.
• Ensure that the corporate governance report to be published in the Bank’s annual report is in compliance with provisions of the Code of Corporate Governance.
• Ensure that disclosures are made in the annual report in compliance with the disclosure provisions in the Code of Corporate Governance.
• Consider any other corporate governance matters as directed by the Board.

Composition of the Committee

• Mr. Sokappadu Ramanaidoo (Chairperson/Independent Director)
• Mr. Vydelingum Vishuene (wef 22 Nov 2023) (Executive Director)
• Mr. Kokil Anil Kumar (Non-Executive Director)
• Mr. Jeetoo Mohamad Fardeen (Non-Executive Director)
• Mrs. Vasseur-Soneea Alexandra (Independent Director)
• Mr. Codabux Muhammad Javed (Independent Director)
• +- Strategy and Finance Committee

The Strategy and Finance Committee shall advise on the overall short and long term strategy of the Bank and monitor the Bank’s longer-term financial stability. Members of the Committee shall be appointed by the Board and shall be made up of at least four (4) members, consisting of a majority of independent or non-executive directors and shall include the CEO.

Responsibilities of the Strategy and Finance Committee

The Strategy and Finance Committee’s responsibilities, among others, include:

• Advise on the overall short and long term strategy of the Bank and monitor the Bank’s longer- term financial stability;
• Review and consider strategic and financial plans, including annual budget, of the Bank for recommendation to the Board;
• Oversee implementation of the Bank’s Strategic Plan and its associated financial plans.
• Advise the Board in relation to the Bank’s capital structure and its underlying equity/debt funding strategy and overall Financial Book;
• Review the Bank’s quarterly financial performance and any other issues impacting the Bank’s Financial Book.

Composition of the Committee

• Mr. Rampersad Rabin (Chairperson/Non-Executive Director)
• Mr. Sookun Gooroodeo (Independent Director)
• Mr. Vydelingum Vishuene (wef 22 Nov 2023) (Executive Director)
• Mr. Sokappadu Ramanaidoo (Independent Director)
• Mr. Jeetoo Mohamad Fardeen (Non-Executive Director)
• Mrs. Vasseur-Soneea Alexandra (wef 07 March 2024) (Independent Director)
• Mr. Codabux Muhammad Javed (wef 07 March 2024) (Independent Director)
• +- Board Procurement Committee

The Procurement Committee reviews certain revenue and capital expenditures of the Bank to ensure that the Bank’s expenditure is appropriate in the pursuit of the Bank’s operations.

Responsibilities of the Procurement committee

• Consider and approve the following capital and operational expenditures for the smooth running and operation of the Bank:
  
  
  1. Expenditure within approved annual budget for an amount of MUR 5M and up to MUR 25M.
  2. Expenditure that is not budgeted for an amount of MUR 1M and up to MUR 10M.
  3. Any other unforeseen expenditure not exceeding MUR 3M.
     
     
• Notwithstanding paragraph 8.1.1, the Committee may in its discretion consider and approve any of the above expenditures provided that the amount of such expenditures do not exceed 10% of the applicable threshold.
• Examine and recommend to the Board any unbudgeted expenditure exceeding MUR 10M and advise the Board on the financial and other resource implications.
• Review and make appropriate recommendations to the Board with respect to budgeted expenditure exceeding MUR 25M.
• Approve the list of preferred/prequalified suppliers/service providers of goods, works and service.
• Evaluate and make recommendation to the Board on any acquisition or disposal and/or any undertaking or part of any undertaking of the Bank.
• Approve any emergency procurements.
• Monitor, evaluate and review management’s procedures for procurement, on a regular basis and the controls in place to ensure value for money and determine and set inbuilt accountability parameters for management in case of failure.
• Review the Procurement Policy for recommendation to the Board.

Composition of the Committee

• Mr. Codabux Muhammad Javed (Acting Chairperson/Independent Director)
• Mr. Vydelingum Vishuene (wef 22 Nov 2023) (Executive Director)
• Mr. Semjevee Sivananda (Independent Director)
• Mrs. Vasseur-Soneea Alexandra (Independent Director)
• +- Board Cybersecurity Committee

Composition of the Committee

• Mr. Kokil Anil Kumar (Chairperson/Non-Executive Director)
• Mr. Vydelingum Vishuene (wef 22 Nov 2023) (Non-Executive Director)
• Mrs. Vasseur-Soneea Alexandra (Non-Executive Director)
• Mr. Semjevee Sivananda (Independent Director)
  
• +- Project Monitoring Committee (ad-hoc)

Composition of the Committee

• Mr. Kokil Anil Kumar (Chairperson/Non-Executive Director)
• Mr. Jeetoo Mohamad Fardeen (Non-Executive Director)
• Mr. Rampersad Rabin (Non-Executive Director)
• Mr. Vydelingum Vishuene (Executive Director)
  
• +- Conduct Review Committee

The Conduct Review Committee reviews and approves transactions connected with related parties to ensure that they are carried out on terms and conditions that are at least as favourable as market terms and conditions and also ensures the Bank is directed and controlled under best corporate governance practices.

Members of the Committee shall be appointed by the Board and shall be made up of at least three (3) independent directors.

Responsibilities of the Conduct Review Committee

The Conduct Review Committee’s responsibilities, among others, include:

• To have the mandate to require management of the bank to establish policies and procedures to comply with the requirements of the Guideline on Related Party Transactions.
• Review the policies and procedures periodically to ensure their continuing adequacy and enforcement, in the best interests of the Bank and obtain the approval of the Board.
• Review and approve each credit exposure to related parties.
• Ensure that market terms and conditions are applied to all related party transactions.
• Review on a quarterly basis the facilities granted to related parties.
• Review the practices of the Bank to ensure that any transaction with related parties that may have a material effect on the stability and solvency of the Bank is identified and dealt with in a timely manner and report periodically and in any case not less frequency than on a quarterly basis to the board of directors on matters reviewed by it, including exceptions to policies, processes and limits.

Composition of the Committee

• Mr. Jeetoo Fardeen (Chairman)
• Mr. Sokappadu Ramanaidoo
• Mr. Semjevee Sivananda