As a public company incorporated on 12 January 2007 and holder of a Banking Licence issued on 29 August 2007, AfrAsia Bank Limited remains guided by the principles issued by the Mauritius Financial Reporting Council in its ‘Guidelines on Compliance with the Code of Corporate Governance’, by the Bank of Mauritius in its ‘Guidelines on Corporate Governance’ and by the provisions of the Mauritius Companies Act 2001.
STATEMENT OF AFFAIRS AND REVIEW OF ACTIVITIES
The main activities of AfrAsia Bank Limited are that of lending and deposit taking for Corporate and Private Clients, Treasury Operations, Investment Banking and Wealth Management.
AfrAsia Bank Limited has a good mix of local and foreign private institutional investors of reputation renowned across various continents contributing to a capital base of MUR 3.5bn as at 30 June 2014. Conversely, the Bank’s aim is to ensure that there is proper and efficient information dissemination to all of its shareholders ensuring rights of minority shareholders are not neglected. We also highlight that approximately 6% of the Bank’s shareholding structure is held by current staff of the Bank, a growth of 3% from last financial year.
The shareholding structure as at 30 June 2014 was as follows:
BOARD OF DIRECTORS
The Board of Directors of AfrAsia Bank Limited plays a key role in ensuring that a good level of corporate governance is maintained. Some of the key functions of our Board of Directors include the:
- determination of the Bank’s purpose, strategy and values, in addition to providing feedback to management on the implementation of same
- monitoring and evaluating the implementation of the Bank’s strategies, policies as well as management performance criteria and business plans
- approving the Bank’s risk management policies including the setting of limits by assessing its risk appetite, skills available for managing risk and the risk bearing capacity
- monitoring the Bank’s financial health and performance against budgets set including ensuring that the balance between ‘CONFORMANCE’ and ‘PERFORMANCE’ is healthy – Conformance is linked to the Bank’s compliance with various laws, regulations and codes governing it while performance relates to the development of a commensurate enterprise culture that will ensure maximisation of shareholders’ returns is not detrimental to other stakeholders’ interests, and
- reviewing and approving senior management’s compensation package.
POWERS OF THE BOARD
The powers of Directors are set out in the Bank’s Constitution and in the Terms of Reference for the Board adopted on 19 June 2013. The Board is aware of its responsibility to ensure that the Bank adheres to all relevant legislations such as the Mauritius Banking Act 2004, the Financial Services Act 2007 and the Mauritius Companies Act 2001. The Board also follows the principle of good corporate governance as recommended in the National Code on Corporate Governance where, for example, the Bank makes full disclosure of the compensation of its Executive Directors as in the Attendance report of the Statement of Corporate Governance Practices.
PRIOR APPROVAL OF THE BOARD
As per the Mauritius Companies Act 2001, the Terms of Reference and the Constitution of the Bank, the decisions requiring prior approval of the Board are set out below:
- issue of other shares
- consideration for issue of shares
- shares not paid for in cash
- authorisation of distribution
- shares in lieu of dividend
- shareholder discount
- purchase of own shares
- redemption at option of Company
- restrictions on giving financial assistance
- change of Registered Office
- approval of Amalgamation proposal, and
- short form Amalgamation
COMPOSITION OF THE BOARD
The constitution of AfrAsia Bank Limited provides for a Board comprising a minimum of five Directors and maximum of twelve Directors. Currently, the Bank has a unitary Board of eleven members with a blend of experienced and well-known Mauritian executives with high calibre international financiers from South Africa, France, Singapore, Canada and Australia. Furthermore, the eleven members, two of whom are Executive Directors and nine Non-Executive Directors, function independently of management.
The Board welcomed a new member, Mr Nicolas Weiss, as  non-executive Director on 1 November 2013. A complete induction pack was submitted to him and he was given various opportunities to discuss this with the Chief Executive Officer and Corporate Officers to better understand the business.
During the year under review, the Board met on six occasions. Decisions were also taken by way of resolutions in writing, assented and signed by all the Directors.
Moreover, the Bank’s Terms of Reference also provide for a clear definition of the Chairperson’s and Chief Executive Officer’s roles and responsibilities.
The names of the Directors of the Bank and its subsidiaries during the year ended 30 June 2014 were as follows:
AFRASIA BANK LIMITED
- Arnaud LAGESSE (Chairperson)
- Jean-Claude BÉGA
- James BENOIT
- Brett CHILDS
- Jean DE FONDAUMIÈRE
- Catherine MCILRAITH
- Nicolas WEISS (Appointed on 1 November 2013)
- Lim Sit Chen LAM PAK NG
- Kamben PADAYACHY
- Michael John PIKE
- Graeme ROBERTSON
- Kevindra TEEROOVENGADUM (Resigned on 26 March 2014)
- Thierry LAGESSE (Resigned on 12 August 2013)