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

BoardThe 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.

Board CommitteesTo assist the Board in the discharge of its duties, two Board committees were established with charters approved by the Board and reviewed as and when required, which clearly define their terms of reference, composition and functionality.

Audit & Risk Committee

Corporate Governance Committee

Board Composition

The Board of Medine Limited is presently composed of 11 members: 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.Executive Director

• Thierry Sauzier, Chief Executive Officer (up to 30 March 2020)

Independent Non-Executive Directors

• Marc Lagesse
• Shakil Moollan

Non-Executive Directors

• René Leclézio, Chairman
• Marie Thérèse Doger de Spéville
• Thomas Doger de Spéville
• Gilbert Gnany
• Lajpati Gujadhur
• Ramapatee Gujadhur
• Jacques Tin Miow Li Wan Po, G.O.S.K., Vice-Chairman
• Jocelyne Martin
• Marc de Ravel de L’Argentière

Group Company Secretary

• Patricia Goder

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.

Nomination Process

The nomination of any director is reviewed and discussed by the Corporate Governance Committee in its capacity as Nomination Committee, taking into account the candidate’s skills, qualifications and experience. The Committee recommends to the Board the nomination to 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 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 function provides to the Audit & Risk Committee (ARC), to Management and ultimately to the Board, independent and objective assurance as to the adequacy and effectiveness of the risk management, internal control framework and governance processes.The internal audit function has been outsourced to Messrs Ernst & Young (EY). During the year, the ARC has decided to have a co-souring model, where a Head of Internal Audit & Risk Management has been recruited and worked in coordination with EY. The Head of Internal Audit & Risk Management reports functionally to the Audit & Risk Committee, administratively to the Chief Operating Officer at the Group Head Office and maintains an open line of communication with Management.

Code and Policy

Medine has adopted a Code of Ethics and Business Conduct, which supports its commitment to a policy of fair dealing, honesty and integrity in the conduct of its business.The Code of Ethics and Business Conduct 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 at all levels in the Group.The Code of Ethics and Business Conduct has been approved by the Board. The Code will be reviewed shortly to reflect few changes.

An Information Technology Security Policy is in place within the Group. It includes appropriate organisational and technical precautions for access control, access rights, virus protection and data protection. The Information Technology Security Policy is in the process of being reviewed.