Governance framework
Good corporate governance practices represent a key pillar of the way in which Fincorp operates and conducts business. The Board of Fincorp is committed to continuously foster a corporate culture towards upholding the highest standard of business integrity, transparency and professionalism in all its activities to ensure that the activities within the Company and its subsidiary are managed ethically and responsibly to enhance business value for all stakeholders.
Board
The Board is responsible for overseeing the Company's strategic direction, monitoring its implementation and establishing the procedures and practices for effective capital management and internal controls, while ensuring compliance of the Company and its subsidiary to relevant legislations and policies.
The methods through which the Board exercises its powers and discharges its responsibilities are set out in the Board Charter.
Board Committees
The Board may from time to time establish standing and ad hoc committees to assist it in carrying out its responsibilities. As such, it has set up an Audit Committee which has its own charter approved by the Board and reviewed periodically as deemed necessary. The Charter sets out the committee's role, composition, powers, responsibility, structure, resources and any other relevant matter.
Audit Committee
Composition
- Margaret WONG PING LUN, Chairperson
- Jean-Philippe COULIER
- Navin HOOLOOMANN
Corporate Governance Committee
The Company being a subsidiary of MCB Group Limited does not have a separate Corporate Governance Committee. The Board ensures that the principles of good governance of MCB Group Ltd are followed and applied throughout.
Directorate
The Board of Fincorp consists of independent, non-executive and executive directors.
The directors of Fincorp are shown below. Biographies are available by clicking on the relevant name.
Director nomination and appointment process
The Board conducts the appointment process of new directors in consultation with the Corporate Governance and Sustainability Committee ('CGSC') of MCB Group Limited, its ultimate holding company.
Statement of Main Accountabilities
The Directors have approved the following Statement of Accountabilities:
- The Board assumes the responsibility for leading and controlling the Company and meeting all legal and regulatory requirements. Directors are aware of their legal duties.
- The Board is accountable for the performance and affairs of the Company and for achieving sustainable growth.
- The Board is responsible for ensuring that the Company adheres to high standards of ethical behavior and acts in the best interest of shareholders.
- The Board has the responsibility of reviewing and approving the results announcements of the Company.
Additionally, the Board Charter and the Position Statements, which have been approved and are regularly reviewed by the Board, provide a clear definition of the roles and responsibilities of the Chairperson, the Directors, the Chief Executive and the Company Secretary.
Internal Audit function
The execution of the internal audit function for Fincorp Investment Limited is carried out by the Internal Audit SBU of The Mauritius Commercial Bank Ltd (MCB) which provides its services to MCB Group Limited and its subsidiaries.
Risk Management and Internal Control System
The Board of Directors is ultimately responsible for risk management, the organisation's systems of internal control, procedures in place within the organisation and for the definition of the overall strategy for risk tolerance. The Company's policy on risk management encompasses all significant business risks including physical, operational, business continuity, financial, compliance and reputational which could influence the achievement of the Company's objectives.
The risk management mechanisms in place include:
- a system for the ongoing identification and assessment of risk;
- development of strategies in respect of risk and definition of acceptable and non-acceptable levels of risk;
- reviewing the effectiveness of the system of internal control; and
- processes to reduce or mitigate identified risks and contain them within the levels of tolerance defined by the Board.
Given that the Company is a holding company, any material matters arising out of the risk management committee and audit committee of its subsidiary, are reported and discussed at the Board of the Company.
At the Company level, the key residual risks are legal, regulatory, reputational, performance and financial risks and the Board is directly responsible for the management and monitoring of these risks.
Relations with shareholders and other stakeholders
Engagement with stakeholders is optimally managed and they are kept informed about the Company's business and strategy on a regular basis through various channels.
All Board members are requested to attend the Annual Meeting to which all shareholders are invited. Open lines of communication are maintained to ensure transparency and optimal disclosure.
Codes and Rules
The Board has the duty of ensuring that the Company complies with all the relevant laws, regulations and codes of business practice. Code and policies which have been approved by the Board.
The Code of Ethics of MCB Group Ltd, which has been adopted by all the subsidiaries within the Group, is monitored and updated by the CGSC of MCB Group Limited on a regular basis.