The Board is responsible for the overall stewardship of the Bank and thus plays a vital role in ensuring that the appropriate level of corporate governance is maintained.
The powers of Directors are set out in the Bank’s Constitution and in the Terms of Reference for the Board. The Board is aware of its responsibilities to ensure that the Bank adheres to all relevant legislations such as The Banking Act 2004 (amended 12 August 2021), the Financial Reporting Act 2004, the Financial Services Act 2007 and The Companies Act 2001 of Mauritius. The Board reassesses its Terms of Reference as and when required.
The Board also follows the principle of good corporate governance as recommended in the “National Code of Corporate Governance 2016” and BOM’s “Guidelines on Corporate Governance 2001” (revised October 2017). It reviews and approves whenever deemed necessary the Bank’s Code of Ethics to warrant that they are in line with the Bank’s objectives and also monitors and evaluates the Bank’s compliance with its Code of Ethics. The Board acknowledges that the Bank is not in compliance with Principle Two of the Code as at 30 June 2021 on the following matter:
- The Board composition does not include an Executive Director. Moreover, the Board is also in the process of reviewing the Board sub-committee compositions of the Bank to address the following matters:
- The sub-committees’ membership are not evenly shared among Directors;
- The chairpersonship of the different sub-committees is not evenly shared among Directors; and
- There are a few sub-committees which are currently being chaired by the Board’s Chairperson.
The Board is of opinion that when the re-composition exercise is completed, the Bank will comply with the principles and guidelines of the Code.
THE KEY FUNCTIONS OF
THE BOARD COMPRISE:
PRIOR APPROVAL OF
THE BOARD
As per The Companies Act 2001 of Mauritius, the Terms of References and the Bank’s Constitution, decisions also requiring prior approval of the Board includes the following:
- Issue of other shares;
- Consideration for issue of shares;
- Shares not paid for in cash;
- Authorisation of distribution;
- Shares issued in lieu of dividend;
- Shareholder discount;
- Purchase of own shares;
- Redemption at option of Bank;
- Restrictions on giving financial assistance;
- Change of Registered Office;
- Approval of amalgamation proposal;
- Short form amalgamation; and
- Transfer of shares
| Mauritius | 6 members |
| Canada | 2 members |
| United Kingdom | 1 member |
| United States | 1 member |
6 Non-Executive Directors
4 Independent Non-Executive Directors
GENDER REPRESENTATION
8 Male members (80%)
2 Female members (20%)
OVERALL LENGTH OF TENURE
Less than 1 year
DIRECTORS’ PROFILES
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INDERJIT SINGH BEDI
BA in Engineering Science
Oxford University, St Edmund Hall, UKDate of first appointment as Director:
02-Oct-20Present directorship:
Other non-listed entities:
BellHouse Capital Limited
Billesley Manor Hotel Limited
Simply Conference and Corporate Events Support LimitedInderjit is a highly seasoned veteran banker with over 32 years’ experience in both commercial banking and investment banking gained at a very senior (Managing Director and Management Board) level at some of the most prestigious and largest global financial institutions ranging from UniCredit, BNP Paribas, Bankers Trust Company, Baring Brothers and First Chicago.
Prior to setting up his own firm, BellHouse Capital, in the UK (which is authorised and regulated by the Financial Conduct Authority), he had been the London Management Board member at UniCredit/HVB for 4 years with oversight of all the capital markets distribution and derivatives activities in London and also supported the integration effort when Italy’s UniCredit acquired Germany’s HypoVereinsbank.
Country of residence: United Kingdom
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JAN FREDRIK LOUIS GAËTAN BOULLÉ
Ingénieur Statisticien Economiste (ISE)
FrancePost graduate studies in Economics
Université Laval, CanadaDate of first appointment as Director:
09-Oct-20Present directorship:
Listed entities:- Bluelife Ltd
- IBL Ltd (Chairman)
- Lux Island Resort Ltd
- Phoenix Beverages Limited
- Phoenix Investment Company Limited
- The United Basalt Products Ltd and other non-listed Mauritian companies
Jan begun his career in 1982 as “Chargé de Compte de Branches”, Comptabilité Nationale at the “Ministère du Plan”, Abidjan, Republic of Ivory Coast, a post he occupied for one year. He has been working for the Constance Group from 1984 to 2016 and occupied various executive positions and directorships where his latest position was Group Head of Projects and Development. Jan has been appointed as the Non-Executive Chairman of IBL Ltd on the 1st July 2016 and is also a member of the Board of Directors of several of IBL Group’s major companies.
Country of residence: Mauritius
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BRIAN ADAM DAVIS
Bachelor of Laws
Osgoode Hall Law School, York UniversityDate of first appointment as Director:
02-Oct-20Present directorship:
Brian acts as a director for the following whollyowned direct and indirect subsidiaries of National Bank of Canada. These entities are generally holding companies for the bank and not engaged in active businesses. In each case Brian is a non independent executive director.Other non-listed entities:
- Financière Banque Nationale & Cie Inc./ National Bank Financial & Co. Inc.
- Financière Banque Nationale Inc./ National Bank Financial Inc.
- National Bank of Canada Financial Group Inc.
- Nbf B Holdings Inc.
- National Bank of Canada Financial Inc.
- Nbf Private Equity Holdings Inc.
- Nbf International Holdings Inc./Société De Portefeuille Fbn International Inc.
- Wellington West Holdings Inc.
- Wellington West Capital Inc.
- 9130-1564 Québec Inc.
- Gestion De Portefeuille Natcan Inc./ Natcan Investment Management Inc.
- Proctor Investment Managers LLC
- Credigy International Holdings Inc.
Co-Chairman, Co-President and Co-Chief Executive Officer, and a Director, of National Bank Financial Inc. the principal investment dealer subsidiary of National Bank of Canada, as well as acting as a Director or officer of numerous other affiliates of National Bank of Canada.
Brian spent the first twenty-plus years of his professional career practicing law with a focus of corporate securities and M&A, most of which was with the Canadian based law firm Torys LLP. Brian left Torys in 2005 to join National Bank Financial Inc., where he initially served as Executive Vice-President of Corporate Development and Governance. He became the Co-President and Co-CEO of the investment dealer in 2014 and continues to serve in that capacity
Country of residence: Canada
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ISABELLE MARIE EDITH ALVARES PEREIRA DE MELO
Master HEC Paris
Post Graduate Certificate in Corporate Governance – MIoD (expected 2021)Date of first appointment as Director:
02-Oct-20Present directorship:
Listed entities:
- IBL Ltd
Other non-listed entities:
- Prinkipo Ltd
- Rosemary Farms Ltd
- GoBeyond Investing Ltd
- Mo Business Angels Ltd
- Mo Angels Second Ltd
- Mo Angels III Ltd
- Mo Angels IV Ltd
Isabelle is a Mauritian, Swiss and French national. She started her career in audit with Arthur Andersen in Paris rising to Manager. She then held CFO positions in a fast-growing high technology multinational Gemplus headquartered in France, an aviation Group PrivatAir based in Switzerland adding Human Resources to her responsibilities. In 2009 she became COO for a large Geneva based family office, later the Servette Sports’ team group and a Real Estate Foundation. Since 2010 she is an active angel investor in early stage start-ups and has cofounded an initiative to develop angel investing out of Mauritius Mo Business Angels. She is an Independent Non- Executive Director for IBL Ltd since 2019 where she sits on the Audit and Risk Committee as well as the IT Committee. A Fellow of the MIoD, she is currently reading for the Diploma in Corporate Governance.
Country of residence: : Mauritius
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AFSAR AZIZE ABDULLA EBRAHIM
Fellow Chartered Accountant (FCA)
Institute Chartered Accountants in England & Wales (ICAEW)
Prize Winner Professional Exam 1Corporate Finance Qualification
Institute Chartered Accountants in England & WalesDate of first appointment as Director:
02-Oct-20Afsar is the founding partner of KICK Advisory Services. He has over a quarter century of experience in Corporate Restructuring, M&A, strategy, financial consulting and fund raising to clients across a wide spectrum of industries both locally and in Africa. Previously served as Deputy Group Managing Partner in Mauritius, East Africa and Indian Ocean Islands.
Prior to his tenure at BDO, he served as Manager Corporate & Investment Banking at HSBC Mauritius during which period he was trained in Hong Kong and Singapore by HSBC in Corporate Lending Analysis and Applied Credit lending.
Trained in Operational & Financial Consulting with Arthur Andersen at St Charles, USA, and in London and has attended the Harvard Business School program on Managing Professional Services Firm in 2012 and BDO Global Partner Leadership Program in 2016.
He is also a director on Financial Reporting Council and serves as director on various global business entities.
Afsar is also a Founding Member of Mauritius Africa Business Club.
Country of residence: Mauritius
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GIRIRAJ SINH JADEJA
M.B.A. Major in Finance
Baruch College, The City University of New York (CUNY)Master’s Degree in Hotel Management
Oberoi School of Hotel Management (A Cornell University Affiliate Program)B.A. (Honors)
St. Stephen’s College, University of DelhiDate of first appointment as Director:
22-Oct-20Proven leader and seasoned executive with over 30+ years of extensive experience in fintech, finance, banking and emerging markets investment around the world. Solid track record of building teams, fostering client relationships and delivering profitable investment programs in frontier, transition and postconflict economies.
Country of residence: United States of America
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ASLAM KANOWAH
Fellow of the Association of Chartered Certified Accountants (FCCA)
Association of Chartered Certified AccountantsMBA International Banking and Finance
Washington International University, USACertified Islamic Finance Expert (CIFE)
Academy for International Modern Studies, UKDate of first appointment as Director:
02-Oct-20Present directorship:
Other non-listed entities:- Artezia Transport Management Solutions Limited
- Besst Point Capital House Limited
- Discovery Capital Managers Ltd • East Africa Mining Limited • Intra Energy Ltd
- Intra Minerals Ltd
- Intrafrican Resources Limited
- Intrasia Management (Mauritius) Limited
- Intrasia Securities Limited
- Levene Energy Development Limited
- Levene Energy Holdings Limited
- Macif Commodity Trading Limited
- Macif Holdings Limited
- Macif Investments Limited
- Phobos Ltd
- Rapture Global Investment Fund Ltd
- The Pines Art Productions Limited
- Vantage Financial Advisors Ltd
Aslam is a finance professional, banker and accountant with 32 years in the financial services sector and over 18 years in the domestic and offshore banking industry.
In addition to banking his leadership role in developing licensed corporate and wealth management companies has given him a strong background in business development, compliance, governance and strategic planning. Over the course of his career he has held key positions in assets management, back office, corporate & fund administration, operations trading and treasury management.
He started at The Indian Ocean International Bank Ltd and subsequently worked for Bank International Indonesia, Standard Bank and Superfund Assets Management before moving to the Global Business Sector in 2011 and was the CEO of Aurisse International Ltd, COO of Capital Horizons Ltd and is currently the CEO of Intrasia Management (Mauritius) Ltd.
He has held a portfolio of directorships since 2011 in various entities engaged in advisory, brokerage, consultancy, funds, investment management, mining and trading. He has a track record in teaming up for the start-up of new offices for international and regional companies in Mauritius and a reputation for leading teams towards peak performance
Country of residence: Mauritius
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JEAN-RAYMOND REY
Fellow Member
Mauritius Institute of Directors (MIoD)
Certified Associate of the Institute of Bankers (South Africa)BCom in Economics and Business Administration
University of Natal, South AfricaPost-Graduate Diploma in Advance Banking
University of Johannesburg, South AfricaCertificate in “Leading Yourself”
INSEAD, Fontainebleau, FranceDate of first appointment as Director:
05-Nov-20Present directorship:
Other non-listed entities:- GrandCap FinCo
- GrandCap Holland
- GrandCap PCC
- STS AIO Holdings Ltd
- STS International
Jean-Raymond has successfully led teams over more than 30 years in banking and financial services industry while operating in over 12 countries in Africa, with extensive expertise in Mauritius, South Africa and Democratic Republic of Congo where he ran banks. Over the last 20 years, JeanRaymond has assumed the responsibility and challenges of various Executive as well as Non-Executive Director roles.
Jean-Raymond has conservative risk management skills with demonstrated ability to adapt to different environments and cultures; he has honed a comfort in operating in both francophone and anglophone environments. Effective communicator and self-motivator, always aiming to deliver results beyond expectations while imbedding good corporate governance and best practice into every deal as well as being able to engage multiple levels of stakeholders.
Jean-Raymond has successfully summited Mount Kilimanjaro on 21st August 2016.
Country of residence: Mauritius
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FIORANGELO SALVATORELLI
D.Phil Engineering Science M.A Engineering Science
University of Oxford/Exeter College, Oxford, EnglandMSc Structural Engineering (Coursework)
Universidad Simon Bolivar, Caracas, VenezuelaMEng Civil Engineering BSc Civil Engineering
Universidad Catolica Andres Bello, Caracas, VenezuelaDate of first appointment as Director:
09-Aug-21Present directorship:
Other non-listed entities:- Fusion Global Capital
- Independent Corporate Access Ltd
Fiorangelo is CIO and Portfolio Manager of the ALANTRA Global Technology Fund. He is a Partner at Fusion Global Capital Ltd and Hermes Growth Partners Ltd. Fiorangelo was Partner and Head of Research at Lansdowne Partners.
Fiorangelo has also held Senior Portfolio Management and Research roles at Newton Investment Management (now part of BNY Mellon), Fidelity International and CCLA Investment Management.
Fiorangelo serves on the advisory board of FPE Capital (formerly Flemings Family & Partners Private Equity). Fiorangelo was a former consultant with McKinsey & Co. in Milan and London and a University Lecturer at the University of Oxford Department of Engineering Science and INSEAD Business School (Fontainebleau).
Country of residence: United Kingdom
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CHRISTIAN ST-ARNAUD
Management Executive Development Program
C.I.R.E.M., Montreal, CanadaBachelor of Business Administration, Major in Finance
HEC, Montreal, CanadaDate of first appointment as Director:
02-Oct-20Present directorship:
Other non-listed entities:- ABA Bank
- Finaptic Technologies Inc.
Christian graduated from the École des Hautes Études Commerciales in Montréal, Canada. Between 1983 and 2009, he occupied different positions in international and Canadian financial institutions in Canada, with a focus on credit capital market.
He joined National Bank of Canada in 2009 as Vice-President – Credit Capital Markets and Real Estate and was appointed Senior Vice-President – Credit in 2012 (2012- 2020); overseeing all retail, commercial, and financial market credit activities of the Bank, including adjudication, portfolio management, and credit model development. He was also a member of numerous senior Committees of the Bank, including the Global Risk Committee, the Risk Management Committee and the Model Oversight Committee.
Country of residence: Canada
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JOAN JILL WAN BOK NALE
Fellow Chartered Accountant (FCA)
Institute of Chartered Accountants in England & WalesB.Sc. (Hons) in Accounting and Finance
The London School of Economics and Political ScienceDate of first appointment as Director:
05-Nov-20Date of first appointment as Director:
30-Dec-20Jill is a finance professional with over 13 years of local and regional experience in Transaction Advisory/Assurance services provided across a diverse client portfolio spanning Hospitality, Financial Services, Real Estate, Gaming, Building Materials, Construction, or F&B/ Leisure.
She last held the position of Associate Director (Deals) at PwC where she advised both private and public clients on multiple and varied assignments including Valuations, Due Diligence/Feasibility Studies, Financial/ Corporate restructuring, IPO and SEM/DEM Transactions, M&A advisory, Strategy/Business planning, and Deal closing.
Prior to joining PwC, Jill worked 2 years at International Financial Services Ltd (now Sanne Mauritius), a leading local offshore management company, overseeing a portfolio of over 100 clients including mutual funds and private equity funds, and serving as Director on a number of investment funds/GBCs. She started her career at Ernst & Young, where she led the audits of listed and nonlisted financial institutions mainly including banks, NBFI’s and Insurance companies.
Country of residence: Mauritius