Governance framework

MCB Group Ltd is led by a committed and unitary Board, which is collectively responsible for the overall leadership and oversight of the organisation. The Group operates within a well-established governance framework, which enables delegation of authority and clearly defined mandates, without removing the Board’s responsibility. Through this framework, the Board sets out the strategic direction and has entrusted the day-to-day running of the organisation to the Management Executives with their performance and effectiveness closely monitored against set objectives and policies. In order to discharge its duties and responsibilities in an effective manner, the Board has established five committees, mandated to provide specific expertise and specialist guidance to it on matters affecting the Group’s activities.

Our latest Corporate Governance ReportPDF 1.73MB

Statement of CompliancePDF 400.18KB

Constitution of MCB Group LimitedPDF 2.72MB

Board and Board Committees

Board

The Board defines the Group’s purpose, strategy and value and determines all matters relating to the directions, policies, practices, management and operations of the Company and all its subsidiaries locally and abroad. The Board thereafter ensures that the Group is being managed in accordance with its directions and delegations.

The methods through which the Board exercises its powers and discharges its responsibilities are set out in the Board Charter of MCB Group Ltd.

Board Committees

The Board has delegated authority to various Board Committees to provide specialist guidance and make recommendations, through established reporting mechanisms, on areas and matters delegated to them. Each committee has its own charter, as approved by the Board and reviewed as required, which sets out, inter alia, its roles, responsibilities, composition and meetings requirement.


Risk Monitoring Committee

Audit Committee

Remuneration, Corporate Governance and Ethics Committee

Strategy Committee

Supervisory and Monitoring Committee


Directorate

The Group is led by a Board comprising 12 members, including 3 female members: 2 executive, 2 non-executive and 8 independent non-executive directors.

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 Group Corporate Services Ltd acts as Secretary to the Board.


Biographies of its representativesPDF 17.83KB

Director nomination and appointment process

The Board has a formal and transparent process in place for the nomination and appointment of directors. It is supported in fulfilling this duty by the Remuneration, Corporate Governance and Ethics Committee (RCGEC), which is responsible for overseeing board directorship’s renewal and succession planning. The RCGEC reviews the size, structure and composition of the Board on an annual basis or whenever appointments are considered. In so doing, it seeks to promote a diverse Board membership in terms of competencies, knowledge and experience. The RCGEC is also responsible for identifying candidates, carrying out interviews and recommending potential directors to the Board for its approval. The selection criteria used to assess prospective candidates relate, amongst others, to their specific skills, expertise, knowledge and experience. In addition, consideration is given to gender diversity, independence as well as the time commitment of directors in the discharge of their responsibilities.

Whilst seeking to retain a core set of directors with long-standing knowledge, the Board recognises the importance of rotation of Board members to ensure that there is a good balance between continuity and fresh perspectives on the Board. It is worth highlighting that at each Annual Meeting, one third of Board members, notably those who have been longest in office, are required to retire, while being eligible to stand for re-election.


Role and responsibilities of Chairpersons, Chief Executive and Company Secretary

The roles and responsibilities of the Chairperson, executive and non-executive directors as well as the Company Secretary are clearly defined in the Board Charter and Position Statements, which have been approved and are regularly reviewed by the Board. The role of the Chairperson is distinct and separate from that of the Chief Executive and there is a clear division of responsibilities with the Chairperson leading the Board and the Chief Executive managing the Group’s business on a day-to-day basis. The Board ensures that the external obligations of the non-executive directors do not hinder the discharge of their duties and responsibilities. In this context, it is worth noting that the external commitments of the Chairperson did not change during the financial year under review.


Statement of accountabilitiesPDF 368.03KB

Position statementsPDF

Internal control framework

The Board ensures that the internal control framework in place results in an acceptable level of risk exposure whilst guaranteeing compliance with internal established policies and procedures and relevant laws and regulations. The Board is assisted in its responsibility by the Audit Committee, which oversees the effectiveness of the Group’s internal control systems. The Internal Audit as well as the Permanent Control and Compliance functions regularly report to the Audit Committee, which also receives feedback from Audit Committees of subsidiaries. In addition, the Committee receives reports from the Company’s external auditor and has a discussion with the latter without Management being present to ensure that there are no unresolved material issues of concern. Based on the work performed by internal and external auditors, reviews by Management and regular reporting from the Chairperson of the Audit Committee, the Board is of opinion that the internal control systems are adequate and effective.


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).



Relation with shareholders and other stakeholders

The Group ensures that engagement with its stakeholders is optimally managed. Stakeholders are kept informed about the Group’s business and strategy on a regular basis through various channels. Their views and concerns, notably gathered through ongoing dialogues and meetings, are considered in the Group’s decisions, with material issues escalated to the Board.



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.


Code of EthicsPDF 110.79KB
Whistle Blowing PolicyPDF 103.06KB
Conflict of Interest and Related Party TransactionsPDF 100.79KB
Information Security PolicyPDF 98.68KB