Governance framework

MCB Group Ltd is led by a committed and unitary Board, which has the ultimate collective responsibility for the overall stewardship and oversight of the organisation. The Group operates within a clearly defined governance framework, which provides for delegation of authority and clear lines of responsibility without abdicating the Board’s responsibility. In order to carry out its duties effectively, the Board has established five Committees mandated to provide specific expertise to the Board in matters affecting the Group’s affairs. Through this framework, the Board sets out the strategic directions of the Group and has entrusted the day-to-day running of the organisation to the Management Executives, with their performance against set objectives and policies closely monitored.

Our latest Corporate Governance ReportPDF 1.45MB

Statement of CompliancePDF 205.08KB

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 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, 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

Director nomination and appointment process

The Board has a formal and transparent process in place for the nomination and appointment of directors, which is owned by the Remuneration, Corporate Governance and Ethics Committee (RCGEC). It reviews the structure, size and composition of the Board annually, or whenever appointments are considered, to ensure that the Board has a diverse mix of competencies, knowledge and experience, in order to enrich Board discussions from different perspectives and thus improve the quality of decision making.

The RCGEC is responsible for identifying suitable candidates, carrying out interviews and recommending potential directors to the Board. Prospective candidates are assessed based on an established set of criteria which relate, amongst others, to their knowledge base, competencies, experience, time commitment, independence, ethics and values. The RCGEC also considers gender diversity in its assessment. Whilst seeking to retain a core of directors with long-standing knowledge of the Group, the Board also recognises the importance of rotation of Board members to ensure its continued effectiveness with due emphasis laid on succession planning. 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 and the Position Statements, which have been approved and are regularly reviewed by the Board, provide 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. The Board ensures that external obligations of non-executive directors do not hinder the discharge of their duties and responsibilities. In this respect, it is to be noted that the external commitments of the Chairperson did not change during the financial year 2017/18.

Statement of accountabilitiesPDF 368.03KB

Position statementsPDF

Internal control framework

The Board ensures that controls in place result in an acceptable level of risk with the Audit Committee overseeing the effectiveness of the Group’s internal control systems. The Internal Audit and Compliance functions regularly report to the Audit Committee which also receives feedback from Audit Committees of subsidiaries. In addition, the Committee obtains reports from the Company’s external auditor and has separate sessions with the latter without Management being present. 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 has received assurance 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, meetings and surveys, 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