As spelt out in the Medine Master Plan by M. Pierre Doger de Speville, Chairman of the Group in 2005, Medine endeavours to: “See far, look closely”

“See far” to remain faithful to the tradition of the visionaries who founded and developed Medine. “Look close” in order to equip our various sectors of activity with the
modern methods and procedures necessary to fulfill our Mission, which is to build a better future for all.

Board and Board Committees

Board

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.

Board Committees


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


Board Composition


The Board of Medine Limited is presently composed of 11 directors: 2 independent non-executive and
9 non-executive directors.

The names of the directors are given below and their profiles are available by clicking on the relevant name.


Independent Non-Executive Directors


Non-Executive Directors


Group Company Secretary



Succession Planning


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.


Nomination Process


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.



Internal Audit


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 evaluate and improve the effectiveness of governance, risk management and control processes.


The internal audit function, purpose, responsibilities and authority are governed by the Internal Audit Charter which has been approved by the Audit & Risk Committee.

 

Besides, the decision to appoint and to remove the Head of Internal Audit & Risk Management is entrusted to the Audit & Risk Committee.


The Head of Internal Audit & Risk Management reports functionally to the Audit & Risk Committee, administratively, to the Chief Operating Officer and maintains an open line of communication with 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 has recently approved a new Code of Ethics, as recommended by the Corporate Governance Committee.  Medine reaffirms its commitment to a policy of 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.


Whistleblowing Policy 


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 was reviewed during the financial year and is pending reissue. The policy will be posted once finalised.


Privacy Policy


The Data Protection Act 2017 (DPA) that came into effect in January 2018 has brought about a major change in the Mauritius’ legal landscape, largely following 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 a Privacy Charter and an External Privacy Policy. A Data Protection Officer has also been appointed. His responsibilities include monitoring the implementation of the compliance framework to protect personal.


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.