Governance framework

MCB Group Ltd is led by a committed and unitary Board, which is collectively accountable and responsible for the long-term success of the organisation. The Group operates within a clearly defined governance framework which provides for delegation of authority and clear lines of responsibility while enabling the Board to retain effective control. As such, the Board is ultimately accountable and responsible for the performance and affairs of the Group.

While the Board has reserved certain matters for its approval, it has created five Committees tasked to provide specialist guidance to the Board to help it carry out its duties and responsibilities. A reporting mechanism is in place to ensure that matters affecting the affairs and reputation of the Group are escalated to the Board by the Chairpersons of these Committees and the Boards of subsidiaries. In this way, the Board maintains an effective oversight process within a flexible and autonomous structure that allows for adequate ring-fencing of activities, as gauged by the segregation of banking and non-banking operations. The Board has delegated the day-to-day running of the business to the Management Executives and regularly monitors their performance in relation to set objectives and policies.

Our latest Corporate Governance ReportPDF 861.27KB

Constitution of MCB Group LimitedPDF 2.72MB

Board and Board Committees


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 is supported by its Committees which provide in-depth focus on specific areas and make recommendations on matters delegated to them, encompassing, inter alia, risk, internal control, financial reporting, strategy, and remuneration issues. Through the deliberations and reporting of the various committees, the Board ensures that the Company and its subsidiaries are being managed in line with its objectives.

Considering the evolving and challenging environment in which the Group operates, the Board recognises that governance must be dynamic to meet current and future business requirements. In this respect, two further Board Committees were created namely the Strategy Committee and the Supervisory and Monitoring Committee in November 2016 and July 2017 respectively. They were established to enable members to dedicate additional time to focus on strategic orientations and major policy matters of the Group.

Each committee has its own charter, approved by the Board and reviewed as deemed necessary. The charter sets out the committees’ role, responsibility, composition, powers, structure, resources and any other relevant matters.

Risk Monitoring Committee

Audit Committee

Remuneration, Corporate Governance and Ethics Committee

Strategy Committee

Director nomination and appointment process

The mix of competencies, knowledge and experience of directors enriches Board discussions and contributes towards a high performing and effective Board. As such, the size and composition of the Board is so established to ensure an appropriate balance of skills and expertise with the aim of achieving 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 continued effectiveness, with due emphasis laid on succession planning. .

The process and policy for the nomination and appointment of directors for the Group is owned by the Remuneration, Corporate Governance and Ethics Committee (RCGEC), as delegated by the Board. Re-appointment of directors is also based on the recommendations of the RCGEC and is subject to approval of the Board and election by shareholders at the Annual Meeting of Shareholders. 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 Board Charter as well as the Position Statements, which have been approved by the Board, provides for a clear definition of the roles and responsibilities of the Chairperson, executive and non-executive directors as well as the Company Secretary. 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.

Position statementsPDF

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).

Relation with shareholders and other stakeholders

Stakeholder engagement and collaboration are deeply entrenched into our business model and help to improve our decision-making and relationships, towards achieving our goals and creating transformational change.

As a responsible corporate citizen, the Group strives to make a sound and sustained contribution to the economies, environments and communities in which it is involved. It is committed to nurturing clearly-defined, close-knit, fair, transparent, impactful and lasting relationships with internal and external stakeholders towards delivering mutual benefits over the short and longer runs.

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