All Directors, including any alternate Director, are fully knowledgeable of their fiduciary duties as laid out in The Companies Act 2001 of Mauritius.
The Bank has a Code of Ethics for its Board; same is available on the Bank’s website.
(https://www.afrasiabank.com/media/3187/code-of-ethics-Board-of-directors.pdf)
The Board believes that it must lead by example and encourages the Bank’s Senior Management, the staff and other relevant stakeholders to follow the Conduct and Ethics Policy and to act ethically. The Board monitors and evaluates compliance with its Code of Ethics as and when required.
The Board must undergo a performance appraisal exercise, in accordance with the National Code on Corporate Governance for Mauritius and BOM’s “Guidelines on Corporate Governance”. The Directors are requested to evaluate the Board on the following main criteria:
The regular Board appraisal exercise is performed internally through the Company Secretary, under the leadership of the Chairperson. It is generally done via questionnaires and the results are presented to the Corporate Governance Committee and ultimately, to the Board once they are available. The remarks and recommendations received are shared with the Board to enable the Directors to take appropriate steps where necessary and possible.
However, no Board appraisal exercise has been performed for the year under review mainly due to the fact that the Board has recently underwent a change in directorship with the onboarding 10 new directors during the year under review. The Board is considering to perform a Board appraisal exercise in due course.
The recommendation of the Code revolving around the use of an external consultant for Board appraisal exercise has been noted for forthcoming assessments.
The Corporate Governance Committee acts as Nomination and Remuneration Committee as and when required and as part of its duties it determines, agrees, develops and reviews the Bank’s general policy on executive and senior management remuneration.
The remuneration and benefits paid and payable to the Directors for the year ended 30 June 2021 are tabulated below:
| Remuneration and benefits paid and payable (MUR'000) | ||||
|---|---|---|---|---|
| Fixed | Variable | Exit | Total | |
| Inderjit Singh Bedi (Chairperson) | 4,342 | 440 | - | 4,782 |
| Jan Fredrik Louis Gaëtan Boullé | 349 | 960 | - | 1,309 |
| Brian Adam Davis* | - | - | - | - |
| Isabelle Marie Edith Alvares Pereira De Melo | 358 | 260 | - | 618 |
| Afsar Azize Abdulla Ebrahim | 358 | 200 | - | 558 |
| Giriraj Sinh Jadeja | 334 | 875 | - | 1,209 |
| Aslam Kanowah | 358 | 1,325 | - | 1,683 |
| Jean-Raymond Rey | 669 | 395 | - | 1,064 |
| Christian St-Arnaud | 760 | 475 | - | 1,235 |
| Joan Jill Wan Bok Nale | 669 | 850 | - | 1,519 |
| Sanjiv Bhasin (Ex-Chief Executive Officer) (Resigned on 28 February 2021) | 16,673 | - | 28,071 | 44,744 |
| Martin Caron* (Resigned on 28 September 2020) | - | - | - | - |
| Dipak Chummun (Resigned on 2 October 2020) | 493 | 180 | - | 673 |
| Yves Jacquot (Resigned on 28 September 2020) | 485 | 285 | - | 770 |
| Philippe Jewtoukoff (Resigned on 28 September 2020) | 485 | 455 | - | 940 |
| Jean Juppin De Fondaumière (Resigned on 31 August 2020) | 1,100 | - | - | 1,100 |
| Arnaud Lagesse (Resigned on 2 October 2020) | 223 | 45 | - | 268 |
| Arvind Madan Sethi (Resigned on 15 July 2020) | 127 | 255 | - | 382 |
| Mathew Welch (Resigned on 3 September 2020) | 418 | 670 | - | 1,088 |
| Francois Wertheimer (Resigned on 2 October 2020) | 223 | 270 | - | 493 |
*The Director has opted to waive any compensation for acting as Director, partner or officer of AfrAsia Bank Limited.
The table below sets out the fee structure for Non-Executive Directors:
| Category of Member | MUR’000 | Fee details |
|---|---|---|
| Chairperson | 550 | Fixed fee per month |
| Board Member | 440 | Fixed fee per annum up to 31 December 2020 |
| 500 | As from 1 January 2021, Fixed per annum for a maximum of 5 Board meetings | |
| Additional fee to Board Member | 50 | As from 1 January 2021, Per attendance of any additional Board meetings |
| Committee Member | 45 | Per attendance |
| Additional fee to Credit Committee Member | 540 | Yearly |
| Additional fee to Credit Committee Member | 15 | Per attendance |
| Additional fee to Chairperson of Committee | 10 | Per attendance |
| Risk Committee Member being also a Credit Committee Member | 25 | Per attendance |
The Non-Executive Directors have not received any remuneration in the form of share options or bonuses associated with organisational performance during the year.
Total remuneration and benefits received and receivable, by the Directors from the Bank and its subsidiary for the year ended 30 June 2021 were as follows:
| YEAR ENDED 30 JUNE 2021 | YEAR ENDED 30 JUNE 2020 | YEAR ENDED 30 JUNE 2019 | |||||
|---|---|---|---|---|---|---|---|
| Executive Directors | Non-Executive Directors | Executive Directors | Non-Executive Directors | Executive Directors | Non-Executive Directors | ||
| MUR’000 | MUR’000 | MUR’000 | MUR’000 | MUR’000 | MUR’000 | MUR’000 | |
| Non-Exit | Exit | ||||||
| The Bank | |||||||
| AfrAsia Bank Limited | 16,673* | 28,071 | 19,691 | 20,272 | 21,444 | 17,975 | 13,454 |
| The Subsidiary | |||||||
| EKADA Capital Ltd (formerly known as AfrAsia Capital Management Ltd (Disposal on 25 January 2021) | 4,520* | - | - | 2,325 | - | 12,225 | - |
*The remuneration pertains for the period from 1 July 2020 to 28 February 2021 (Date of resignation).
**The remuneration pertains for the period from 1 July 2020 to 25 January 2021 (Date of disposal).
The interests of the Directors in the securities of the Group and the Bank are maintained by the Company Secretary. As part of the appointment of a Director, the latter can choose to notify in way of writing to the Company Secretary their interests as well as their associates’ interests in the securities of the Group and the Bank.
As at 30 June 2021, there were no Directors who held ordinary shares either directly and indirectly in the Bank.
Conflicts of interest is a situation whereby the interest of a member of the Board or Management or one of the significant shareholders and/or one of their associates is or may be competing with or impeding on the interests of the Group and/or the Bank.
Any conflict or potential conflict of interest must be declared to the Board and/or Company Secretary. The conflicts of interest of Directors are generally recorded in a register maintained by the Company Secretary. The Interest Register is available for consultation to shareholders upon written request to the Company Secretary.
It is noted that for any Board and Committee meetings, the agenda contains a standard item whereby the Directors present are requested to declare any interest that they have or may have with respect to any of the matters to be discussed. Any declaration made has been recorded in the minutes accordingly and the conflicted Director has had to abstain from participating in the deliberations and from voting on the concerned matter.
The following principles are encouraged in relation to conflicts of interest:
All information obtained by Directors in their capacity as Director to the Board of AfrAsia Bank Limited are treated as confidential matters and are not divulged to any other parties without the expressed authority of the Board.
The Bank’s overall strategic direction is highly dependent upon its information technology management. Businesses are today rapidly embracing new technologies and modern ways of working. Historically, separate domains no longer have the luxury of operating in a vacuum. Business competitiveness depends on business-technology alignment. As employees spend more time using their personal devices on premise, interacting on social networks, and sharing information via file-sharing services, the Bank has to look for ways to ensure security and data preservation while safeguarding privacy of the users. Newer generations understand this intuitively: the volume of information created and consumed on mobile devices is growing exponentially, which is also changing and shaping the way individuals use and share information.
With technology innovating and evolving much faster than the speed of change in organisational cultures, as they extend out to cloud and mobile devices, IT teams have to radically change how they operate. Most important is how they offer their services, including how they procure products and services, manage technology and data assets, together with their own role within the organization within a certain framework. ABL’s technology leadership plays a key role to embrace this trend to deliver efficient and effective information technology that enables business development. Collective decision-making can result in executive buy-in to help drive more business value from technology investments, however, policy enforcement can fall short when the organization lacks tools to monitor and manage compliance of the Bank policies. Serious efforts are required from executives to enforce the required policies.
As part of its response to the evolving nature of cyber threats, ABL’s IT Security team has implemented a comprehensive set of policies for information security, cyber security and technology risks that protects the confidentiality, integrity and availability of information created, processed, transmitted, stored and disposed by the Bank. The policies and procedures are posted on the bank’s intranet, accessible to its employees. Regular security training and awareness campaigns are conducted to ensure that employees understand their roles in information protection and are equipped to detect or avoid situations that may compromise the ABL environment.
In this respect, the Board has established a formal Board Committee, namely the TDP Committee together with a set of governance policies which are implemented and regularly reviewed to manage, minimize the associated risks and align with the modern business world. The TDP Committee ensures that the Bank continuously seeks to foster a robust framework for the smooth running of its activities, together with adequate proficient resources and sophisticated infrastructure to manage the relevant risks and the business continuity of the Bank. The TDP Committee monitor and evaluate significant investments in information technology and expenditures. Along with the Board, the Bank’s representatives may include the Chief Technology and Operations Officer, the Head of IT, the Head of Security and the Senior Digital and Agile Product Owner. As such continuous investments in people, technology and security is critical to upkeep with the competitive innovative landscape to remain relevant. The Committee also strive to support modern ways of working.
Refer to the Risk Management Report for information governance
The Bank operates its assessment of its related parties through its Conduct Review Committee, which is guided by its own Terms of Reference and in accordance with BOM’s “Guideline on Related Party Transactions”. Refer to the Risk Management Report under Related Party Transactions, Policies and Practices.