Medine Limited (‘the Company’) is a public interest entity as defined by the Financial Reporting Act 2004. The Board of Directors adheres to the highest principles of good governance and ensures that these are followed and applied throughout Medine Limited and its subsidiaries (collectively ‘Medine’). It recognises the importance of these principles and views their application as an opportunity to critically review the Company’s structure and processes. It believes that the adoption of the highest standards of governance is imperative for the enhancement of stakeholder value.
Board and Board Committees
The Board has approved its Charter.
The Board’s main role is to maintain a high standard of governance so as to protect and enhance shareholders’ value. It sets the overall strategy for the Group, oversees executive management and ensures that good corporate governance policies and practices are developed within the Group. The Board acts in good faith, with due diligence and care, and in the best interests of the Company and its shareholders. It is responsible for leading and controlling the company and meeting all legal and regulatory requirements. The Board Charter is subject to review as and when required.
To assist the Board in discharging its duties, the following Board committees were established.
Each Committee’s charter clearly defines its terms of reference, composition and functionality.
These charters have been approved by the Board.
Audit & Risk Committee
Corporate Governance Committee
The Board of Medine Limited is presently composed of 12 directors: 1 executive, 3 independent non-executive
and 8 non-executive directors.
The names of the directors are given below, and their profiles are available by clicking on the relevant name.
Executive DirectorIndependent Non-Executive Directors
- René Leclézio, Chairman
- Marie Thérèse Doger de Spéville
- Thomas Doger de Spéville
- Gilbert Gnany
Jocelyne Martin, Vice-Chairman
- Marc de Ravel de L’Argentière
Group Company Secretary
The Board of Directors assumes the responsibilities for succession planning and for the appointment of new directors to the Board. The nomination process of new Directors has been delegated to the Corporate Governance Committee, in its capacity as Nomination Committee. A succession plan for senior management positions is currently in place.
The nomination of any Director is reviewed and discussed by the Corporate Governance Committee, taking into account the candidate’s skills, qualifications and experience. The Committee then recommends to the Board that the nomination be put before the annual or special meeting of the shareholders for approval.
Role and responsibilities of Chairman, Chief Executive Officer
and Company Secretary
The Position Statements of the Chairman, the Chief Executive Officer and the Company Secretary have been approved and will be regularly reviewed by the Corporate Governance Committee. Their key roles and responsibilities have been clearly defined. The Position Statements are subject to review as and when required.
The functions and roles of the Chairman and the Chief Executive Officer are separate to ensure a better balance of power and authority on the Board.
The internal audit is an independent in-house function designed to add value and to improve Medine’s operations.
It helps business units to accomplish their objectives by bringing a systematic, disciplined approach to evaluating and improving the effectiveness of governance, risk management and control processes.
The internal audit function and its purpose, responsibilities and authority are governed by the internal audit charter which is approved by the Board. The authority to appoint and to remove the Head of Internal Audit and Risk Management is entrusted to the Audit & Risk Committee (ARC).
The Head of Internal Audit & Risk Management reports functionally to the ARC, administratively, to the Chief Executive Officer and maintains an open line of communication with Medine's Management. The internal audit team is made up of young graduates pursuing further academic and professional qualifications.
Code and Policies
Code of Ethics
The Board approved a new Code of Ethics during the year under review, as recommended by the Corporate Governance Committee. Medine reaffirms its commitment to fair dealing, honesty and integrity in the conduct
of its business.
The Code of Ethics lists and details the standards of behaviour that have made Medine’s reputation.
They are the standards that all Directors and employees are expected to uphold in conducting the Company’s business. They go beyond the requirements of law. The Code has been actively endorsed by the Board of Directors and shared with all employees of Medine.
It is mandatory for employees to comply with the Code’s moral, ethical and legal standards. Should employees become aware of or suspect a contravention of the Code, they are encouraged to promptly and confidentially report it as prescribed by the Code. The Code of Ethics is subject to review as and when required.
The Board is absolutely committed to maintaining an honest, open and well-intentioned atmosphere within Medine. It encourages anyone having reasonable suspicions of fraud to report them. The purpose of this policy is to provide a direction to all employees who find themselves having to deal with suspected cases of fraud and to advise on various aspects, like on responsibilities, the fraud investigation and reporting, recovery of losses and the follow-up procedures.
The Board has approved a whistleblowing policy applicable to all of Medine’s subsidiaries, employees and Directors. This policy aims to provide a means for issues to be raised in good faith, concerning potential breaches of laws, rules, regulations or compliance. The whistleblowing mechanism is intended to encourage responsible behaviour that upholds Medine’s reputation.
Information Technology Security Policy
An Information Technology Security Policy is in place at Medine. It includes appropriate organisational and technical precautions for access control, access rights, virus protection and data protection. The effectiveness of these measures is continuously monitored and reviewed by the internal auditor and the external auditor. The Information Technology Security Policy has recently been reviewed.
The Data Protection Act 2017 (DPA) that came into effect in January 2018 has brought about a major change in the Mauritius’ legal landscape. Its provisions largely follow those of the General Data Protection Regulation (GDPR) enforced by the European Union as from May 2018. The Board is committed to complying with all relevant laws in respect of personal data, including the GDPR and the DPA, to protect the rights and freedoms of individuals whose information is collected and processed by the Company in the course of its activities. The Board has approved
Conflicts of Interest & Related Party Transactions Policy
The Board has approved a Conflicts of Interest & Related Party Transactions Policy, as recommended by the Corporate Governance Committee. The aim of that policy is to outline procedures for addressing issues arising in these areas.