corporate governance
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Governance

Governance framework


The Board of MCB Group Ltd is committed to upholding the highest standards of corporate governance, which is applicable to both the Company and its subsidiaries. Sound corporate governance is intrinsic to the Group’s values, culture, processes and functions in the pursuit of its strategic orientations aimed at maximising the long-term value creation for its stakeholders. Principles of integrity, accountability and transparency are fostered throughout the organisation to ensure professional and ethical conduct by directors and employees in their dealings with all stakeholders, thus promoting and maintaining trust.

The Group’s approach to governance is underpinned by adherence to advocated norms and regulatory requirements. As such, all subsidiaries comply with the provisions of relevant legislations and rules of countries where they operate and the banking subsidiaries adhere to the underlying Basel principles. The Board also encourages a culture that promotes ethical and responsible decision-making throughout the organisation by way of Group-wide awareness of its operating ethics. It continuously monitors and adapts practices to reflect developments in corporate governance principles given their significance in ensuring smooth business operations and optimal stakeholder engagement within an increasingly challenging environment.

Our latest Corporate Governance Report PDF 527KBConstitution of MCB Group LimitedPDF 3MB

Board and Board Committees


Board Charter

In accordance with the Constitution of MCB Group Ltd, the objective of the Board is to define the Company’s purpose, strategy and value and determine all matters relating to the directions, policies, practices, management and operations of the Company and all its subsidiaries locally and abroad. The Board shall thereafter ensure that the Group is being managed in accordance with its directions and delegations. The Board is ultimately responsible for the affairs of the Company. The Company’s Constitution provides that the minimum number of directors shall be five and the maximum number twelve.

Board CharterPDF 116KB
Board Committees
The Board has created four Board Committees to help it in carrying out its oversight function: the Risk Monitoring Committee, the Audit Committee, the Remuneration, Corporate Governance & Ethics Committee and the Strategy Committee.

Each committee has its own charter, approved by the Board and reviewed as deemed necessary. The charter sets out the committees’ role, composition, powers, responsibility, structure, resources and any other relevant matters. Through the deliberations and reporting of its various committees, the Board ensures that the Company and its subsidiaries are being managed in line with its objectives.

Directorate

The Group is led by a Board comprising 12 members: 2 executive, 1 non-executive and 9 independent non-executive directors including 1 female member.

The executive and non-executive directors of MCB Group Ltd are shown below. Biographical details are available by clicking on the relevant name.

Executive Directors

Non-Executive Directors
MCB Registry and Securities Ltd acts as Secretary to the Board.

Biographies of its representatives.PDF 32KB

Director nomination and appointment process

The size and composition of the Board is so established as to ensure an appropriate balance of skills and expertise at all times that will help achieve the strategic objectives set for the organisation. Whilst seeking to retain a core of directors with long-standing knowledge of the Group, the Board also recognises the importance of rotation to ensure its renewal and continual effectiveness, with due emphasis laid on succession planning.

The process and policy for the appointment of directors is owned by the Remuneration, Corporate Governance and Ethics Committee, as delegated by the Board.

Appointment process of non-executive directorsPDF 99KBTerms and conditions of the appointment of non-executive directorsPDF 104KB
As regards the nomination process, directors recommended by the Remuneration, Corporate Governance and Ethics Committee, must stand for election at the Annual Meeting of Shareholders. The latter are provided with relevant information on the potential candidates prior to the Annual Meeting, to assist them to take an informed decision on the directors’ election. It is worth highlighting that, at each Annual Meeting, one-third of Board members, notably those having been longest in office, are required to retire, while being eligible for re-election.

Role and responsibilities of Chairpersons, Chief Executive and Company Secretary


The day-to-day running of the business is entrusted to the management executives with the Board regularly monitoring compliance thereof to set objectives and policies. The roles and responsibilities are clearly defined in the position statements adopted by the Board of Directors.

Position StatementsPDF 114KB

Internal Audit function


The Group’s internal control framework seeks to ensure the reliability of financial reporting, operations and systems and guarantee compliance with laws, regulations, and codes of business practice in order to protect the Group’s assets and reputation. The Audit Committee oversees the effectiveness of the Group’s internal control system to ensure that all significant areas are covered. In carrying out its duties, the committee receives regular reports from internal and external auditors. It holds frequent meetings with the Chief Executive and the Head of Audit function while receiving feedback from audit committees of subsidiaries. Separate sessions are also conducted with external auditors without Management being present.

The execution of the internal audit function for MCB Group Limited is carried out by its main banking subsidiary, The Mauritius Commercial Bank Ltd (MCB).

MCB’s Internal Audit FunctionPDF 138KB

Relation with shareholders and other stakeholders


Capital Interaction

The Group values the role, involvement and significance of its internal and external stakeholders. It is committed to forging and nurturing clearly-defined, close-knit, fair, transparent and impactful relationships with them with a view to delivering mutual benefits over the short and longer runs.

Sustainability reportPDF 735KB

Code and Rules

The Board has the duty of ensuring that the Company complies with all the relevant laws, regulations and codes of business practice. View code and policies which have been approved by the Board.