Statement of
compliance

(as per Section 75(3) of the Financial Reporting Act 2004)

 

Name of Public Interest Entity (“PIE”): The United Basalt Products Limited

Reporting Period: June 30, 2020

The Board of Directors of The United Basalt Products Limited confirms that to the best of their knowledge, the Company has fully complied with all the principles of the Code of Corporate Governance of 2016 (the “Code”), in all material aspects except for the following:

  • Composition of the Audit Committee: While the Chairperson of the Audit Committee has been replaced and is an Independent Non-Executive Director (INED), the two other members, who were formerly INEDs, no more qualify as such, since they have served the Board for more than nine years. However, the Board is of the opinion that the two other members of the Committee have sufficient financial management knowledge and experience and are able to exercise independent judgement in discharging their responsibilities.

On behalf of the Board

Chairman signature

Marc Freismuth
Chairman

Group CEO signature

Stéphane Ulcoq
Group CEO

 

November 09, 2020

Corporate governance
report

The United Basalt Products Limited was incorporated as a public company in July 1953. The shares of the Company have been listed on the Official Market of the Stock Exchange of Mauritius Ltd since 1989. The Company is qualified as a Public Interest Entity (“PIE”) under the Financial Reporting Act 2004.

The Board of Directors acknowledges that the Code of Corporate Governance of 2016 (‘the Code’) sets out the best practices in terms of corporate governance and recognises that the principles under the Code have been applied within the Group, as explained in the report.

1. PHILOSOPHY

The Board is committed to adhering to sound principles of corporate governance to sustain the pursuit of the Group’s strategic orientation aimed at building and sustaining long-term stakeholders’ value. The corporate governance framework of the Group is illustrated below.

CORPORATE GOVERNANCE FRAMEWORK

philosophy chart

The Group promotes ethical and responsible decision-making as part of its corporate culture. Beyond compliance and adherence to the law, the Group is managed with utmost integrity. The Code of Ethics governs the relationship with key stakeholders and sets out the professional and ethical behaviour required by employees for both internal relations and external interactions.

Setting the tone from the top is an important part of the Board’s role and helps to foster a culture centred on those guiding principles. High levels of trust, together with a strong business reputation, facilitate the operations of the Group, help attract and retain employees, customers and suppliers, contribute to the community in which the Group operates and pave the way to confidently explore new business opportunities.

2. GOVERNANCE STRUCTURE

The Group’s governance structure, as further illustrated below, caters for clear delegation of authority and lines of responsibility while the role of stewardship is bestowed upon the Board.

governance structure

While the Board is responsible for controlling the Group’s overall operations, all employees also play a crucial role in enforcing good governance. To this end, a collaborative environment prevails to ensure that key information and guidance documents are made available to all employees.

Key Roles and Responsibilities

The Board approved a Board Charter, a Directors Charter, Positions Statements, and job descriptions clearly defining the roles and responsibilities of the Board, the Chairman, Executive and Non-Executive Directors and the Company Secretary. The role and responsibilities of the Chairman leading the Board are distinct to those of the Group CEO who manages the Group’s business on a day-to-day basis.

The above-mentioned documents are available on the Company’s website - www.ubp.mu.

Key Governance Positions

The Board promotes sound corporate governance practices to create and sustain value creation. The Chairman, the Group CEO, the Group CFO and the Company Secretary, holding key governance positions, play an important role in ensuring that such practices permeate throughout the Group.

Their respective profiles are detailed below.

Company’s Constitution

In 2004, the shareholders adopted a new Constitution which complies with the provisions of The Companies Act 2001 and those of the Listing Rules of the Stock Exchange of Mauritius Ltd. There are no clauses of the Constitution deemed material for specific disclosure.

A copy of the Constitution is available on the Company’s website.

3. THE BOARD

 

Mandate

The Board determines the Group’s purpose and provides effective leadership and direction to build and sustain long-term value creation for the Group while ensuring that all legal and regulatory requirements are met. The Board determines all key matters relating to the strategy, practices, management and operations of the Company and of its subsidiaries, both locally and abroad. The general powers of the Board are conferred in the Company’s Constitution.

Role and Responsibilities

A Board Charter, aiming to regulate how business is conducted by the Board, was endorsed by the Board in May 2018 and shall be reviewed every five years or as may be required by law from time to time.

Responsibilities

The key responsibilities,as further detailed in the Charter, pertain to, inter alia:

  • group’s strategies;
  • risk management and internal control;
  • statement of accountability;
  • accounting and financial monitoring and reporting;
  • significant corporate activities; and
  • corporate governance and ethics.

Principles and Methodologies

The Board exercises its powers and performs its duties through the following principles and methodologies, inter alia:

  • the Chairperson of the Board shall be a Non-Executive Director;
  • the existence of an appropriate balance of Executive, Non-Executive and Independent Non-Executive Directors on the Board;
  • the creation of Board Committees;
  • the adherence to the Group’s Code of Ethics and other governance policies, such as the Share Dealing Policy and the Conflict of Interest and Related Party Transactions Policy;
  • the approval of the strategic orientation of the Group and the monitoring of management in respect of the implementation of the plans and strategies and compliance with set policies;
  • the existence of clear lines of responsibility and accountability throughout the Group and compliance with the regulatory framework;
  • the review of reports in respect of the Group’s internal control systems;
  • the approval of the Group’s risk appetite and the monitoring of the risk management framework;
  • the existence of a formal Directors’ remuneration policy; and
  • the provision of accurate information in a timely manner to stakeholders.

Board Composition

Board Size

The Company’s Constitution stipulates that the Board shall consist of a minimum of 7 and a maximum of 15 Directors.

At the time of writing, the Company was headed by a committed and effective unitary Board of 12 Directors as detailed hereunder:

Board Structure

The Board of the Company is of the opinion that based on its size and the specificities of its operations, it possesses the right balance of Executive, Non-Executive and Independent Non-Executive Directors.

The Non-Executive Directors come from broad industry and professional backgrounds with varied expertise and experiences aligned with the needs of the Group’s business.

The Independent Non-Executive Directors reinforce impartiality on the Board and enhance the mix of competencies, knowledge and experiences which enriches board discussions and contributes towards a high performing and effective Board.

Mr Arnaud Lagesse resigned on July 14, 2020 and was replaced by Mrs Christine Marot on July 16, 2020.

Profiles of Directors

Marc Freismuth
Chairman and Non-Executive Director

Mr Marc Freismuth was appointed Director of the Company in March 2006 and Chairman of the Board in August 2013. Born in France in 1952, Mr Freismuth holds a ‘Diplôme d’Etudes Supérieures de Sciences Economiques’ from the University of Panthéon-Sorbonne (Paris). Holder of an aggregation in Economics and Management, he was a lecturer at the University of Montpellier up to July 1988 when he decided to join the University of Mauritius as lecturer in management and finance up to July 1994. Whilst in this position, Mr Freismuth contributed to the setting up of the Stock Exchange of Mauritius Ltd as consultant to the ‘Stock Exchange Commission’ and member of the ‘Listing Committee’. Mr Freismuth is currently self-employed as consultant in management and finance. Fellow member of the Mauritius Institute of Directors (MIoD), he sits as independent Director on the Board of several public companies.

François Boullé
Non-Executive Director

Mr François Boullé was appointed Director of the Company in May 2004. Born in 1948, Mr Boullé holds a degree from the 'Institut d'Etudes Politiques de Paris' (Sciences Po - Section Économique et Financière). During his professional career, he has been involved mainly in the leadership of companies engaged in distribution and trade. Until March 2016, Mr Boullé was the Managing Director of Suchem Ltd, a company specialised in importation and distribution of industrial chemicals, textile auxiliaries, plastic raw-materials, agro-chemicals and sprayers for agriculture. He was also the Managing Director of Archemics Ltd, distributor of consumer goods such as adhesives, cosmetics and detergents from Henkel Germany, and industrial products for cleaning, laundry, pools, and textile fabrics. Mr Boullé is now retired and sits as Director on the Board of these two companies which form part of the Harel Mallac Group.

Jan Boullé
Non-Executive Director

Mr Jan Boullé was appointed as Non-Executive Director to the Board in November 2018. Born in 1957, he qualified as an ‘Ingénieur Statisticien Economiste’ (France) and pursued post graduate studies in Economics at Université Laval, Canada. Mr Boullé has been the Non-Executive Chairman of IBL Ltd since July 1, 2016. Prior to this nomination, he worked for Constance Group from 1984 to 2016 and occupied various executive positions and directorships. Mr Boullé is also a member of the Board of Directors of several major listed companies, namely Alteo Limited, BlueLife Limited, Lux Island Resorts Ltd, Phoenix Beverages Limited, Phoenix Investment Company Limited, The Bee Equity Partners Ltd and other non-listed Mauritian companies.

Catherine Gris
Independent Non-Executive Director

Mrs Catherine Gris was appointed as Independent Non-Executive Director to the Board in October 2018. Born in 1958, she holds a ‘Diplôme en Sciences Politiques’ from the ‘Institut d’Études Politiques’ of Paris, France. She has proven experience in strategic economic development and project development. Mrs Gris was the CEO of the Association of Mauritian Manufacturer (AMM) from October 2009 to June 2018 and is currently coach animator of the ‘Association Progrès du Management’. She is also an independent member of the Board of Trimetys Ltd and Cap Tamarin Ltée. She also serves as Special Adviser to the Association of Mauritian Manufacturers (AMM) and was appointed as Board member of the Economic Development Board (EDB) in March 2020.

Joël Harel
Non-Executive Director

Mr Joël Harel was appointed Director of the Company in July 2006. Born in 1967, Mr Harel holds a National Higher Diploma in Mechanical Engineering from Cape Technikon in Cape Town. He is currently the Chief Executive Officer of Emineo Ltd, a company involved in the engineering and the realisation of projects, mainly in the sugar cane sector and its associated by-products, operating both locally and overseas. Mr Harel is the Chairman of the Company’s Corporate Governance Committee and is also a Director of a few non-listed companies.

Laurent de la Hogue
Non-Executive Director

Mr Laurent de la Hogue was appointed Director of the Company in December 2011. Born in 1975, Mr de la Hogue holds a Master’s degree in Management and Finance from the ‘Ecole Supérieure de Gestion et Finance’ in Paris, France. In 2001, he joined GML Management Ltée as Treasurer for the setting up of the group central treasury management unit and then occupied the position of Finance Executive - Corporate & Treasury in 2011 where he was involved in project development. He was appointed Head of Financial Services of IBL Ltd in July 2016. He is currently the Non-Executive Chairman of AfrAsia Capital Management Ltd, Eagle Insurance Limited, IBL Treasury Ltd and LCF Securities Ltd. He also serves as Director on a number of organisations operating in the industrial, commercial, financial and investment sectors.

Arnaud Lagesse
Non-Executive Director

Mr Arnaud Lagesse was appointed Director of the Company in August 2011. Born in 1968, Mr Lagesse holds a Master’s in Management from the ‘Université d’Aix-Marseille’ and is a graduate of the ‘Institut Supérieur de Gestion de Paris’. He attended a Professional Development Program at INSEAD, Fontainebleau, France, an Advanced Management Program (AMP180) from Harvard Business School, United States, and a Breakthrough Executive Program with Egon Zender/Mobius in Portugal. In 2016, he initiated the merger of GML Investissement Ltée and Ireland Blyth Limited, creating the entity, IBL Ltd, which became the no 1 group in Mauritius and the second largest group in the region excluding South Africa. Mr Lagesse is the Group CEO of IBL Ltd. He is a member of the board of Directors of several of the country’s major companies listed on the Stock Exchange of Mauritius Ltd and is the Chairman of Alteo Limited, Phoenix Beverages Limited and The Lux Collective Ltd inter alia.

Mr Lagesse resigned as Director of the Company on July 14, 2020.

Stéphane Lagesse
Non-Executive Director

Mr Stéphane Lagesse was appointed Director of the Company in November 2011. Born in 1959, Mr Lagesse holds a degree in ‘Gestion des Entreprises’ from the University of Paris IX Dauphine. Mr Lagesse participated in the setting up of two garment manufacturing companies in Mauritius and is the Alternate Director of Mr Thierry Lagesse on the Board of IBL Ltd.

Thierry Lagesse
Non-Executive Director

Mr Thierry Lagesse was appointed Director of the Company in December 1989 and subsequently Chairman of the Board in December 2002 until August 2013. Born in 1953, Mr Thierry Lagesse holds a ‘Maîtrise des Sciences de Gestion’ from the University of Paris Dauphine. He was the non-executive Chairman of IBL Ltd, Alteo Limited and Phoenix Beverages Limited. Mr Lagesse is presently a Director of several well-known companies listed on the Stock Exchange of Mauritius Ltd, namely: Alteo Limited, IBL Ltd, Lux Island Resorts Ltd, Phoenix Beverages Limited and Phoenix Investment Company Limited. He is also the Executive Chairman of Parabole Group, a direct to home satellite TV broadcaster. Mr Lagesse is a member of the Company’s Corporate Governance Committee.

Christine Marot
Non-Executive Director

Mrs Christine Marot was appointed Director of the Company in replacement of Mr Arnaud Lagesse on July 16, 2020. Born in 1969, Mrs Marot is an Accountant by profession and followed an Executive Management Programme from ESSEC Business School. She started her career with De Chazal du Mée & Co (now known as BDO) and was the Finance Executive of GML Management Ltée where she was involved at a senior level in businesses across the IBL Group, formerly known as GML Group. She was also appointed as Acting CEO of BlueLife Limited in November 2014 and Chief Executive Officer in May 2015. She has been since July 1, 2020 the Group Head of Technology and Sustainability of IBL Ltd.

Christophe Quevauvilliers
Group CFO and Executive Director

Mr Christophe Quevauvilliers, born in 1968, is a Fellow member of the Association of Chartered Certified Accountants. He joined the Group as Finance Manager and Company Secretary in May 2002 after having spent ten years in public practice at De Chazal Du Mée & Co (now known as BDO) and four years in the industrial sector. In 2013-2014 he completed a General Management Program delivered by the ESSEC (Ecole Supérieure des Sciences Economiques et Commerciales) Business School. In September 2015, Mr Quevauvilliers resigned as Company Secretary and was appointed as Executive Director to the Board, effective as from October 1, 2015. He also sits on the Board of several companies within the Group.

Kalindee Ramdhonee
Independent Non-Executive Director

Mrs Kalindee Ramdhonee was appointed as Independent Non-Executive Director to the Board and nominated as Chairperson of the Audit Committee in November 2018. Born in 1963, she is a highly accomplished finance professional and fellow member of the Association of Chartered Certified Accountants. Mrs Ramdhonee has over 20 years of experience in finance and operations management within world class local and international business environments in sectors such as Technologies, Telecommunications, Mining, Construction, Financial and Property Development. She has proven competences in accounting and finance extending to IT, HR, business development and general management functions. She has occupied senior management positions for decades and largely contributed to establishing and grooming business excellence in local groups such as Harel Mallac, Currimjee Jeewanjee as well as international groups, namely African Alliance, Canal + and BIA Group in Belgium and across Africa. Mrs Ramdhonee is currently the Managing Director of Karics Partners Ltd engaged in financial services and BPO sectors.

Stéphane Ulcoq
Group CEO and Executive Director

Mr Stéphane Ulcoq, born in 1977, holds a ‘Diplôme d’Ingénieur en Mécanique’ from the ‘Institut National des Sciences Appliquées’ (INSA) of Rouen, France and an ‘MBA International Paris’ from the Paris Dauphine and La Sorbonne Universities. He also holds a Certificate in Global Management awarded by INSEAD after having completed three Executive Education Programs at INSEAD Fontainebleau, France and INSEAD Singapore in 2011 and 2012. Mr Ulcoq joined the Company as Assistant Works Manager in September 2000 and was promoted Workshop Manager in 2007. In January 2012, Mr Ulcoq was promoted to the post of Production Manager where he was in charge of all production units, both in Mauritius and overseas. In addition to his responsibilities as Production Manager, Mr Ulcoq was appointed Deputy CEO by the Board of Directors in December 2012. He then gradually handed over his duties as Production Manager and was appointed CEO of the Company in January 2015 and subsequently Group CEO with effect from July 2015.

Company Secretary

All Directors have access to the advice and services of the Company Secretary who is responsible for ensuring that Board procedures are followed and for providing guidance to Directors concerning their duties, responsibilities and powers.

The Company Secretary administers, attends and prepares minutes of all Board and shareholders’ meetings. She assists the Chairman in ensuring that Board procedures are followed and that the Company’s Constitution and relevant rules and regulations are complied with, and in implementing and strengthening good governance and ethical practices and processes within the Group with a view to enhance long-term stakeholders’ value.

The profile of the Company Secretary is detailed hereunder:

Bhooneshi Nemchand
Head of Corporate Secretarial Services and Company Secretary

Mrs Bhooneshi Nemchand is an Associate member of the Institute of Chartered Secretaries and Administrators (UK). She joined the Group as Company Secretary Designate in May 2015 after having spent six years in the financial services sector. She was appointed Company Secretary in October 2015. In February and July 2016, Mrs Nemchand was appointed Company Secretary of several companies within the Group. She has been promoted to the post of Head of Corporate Secretarial Services since July 2019.

Directors’ Directorships

The directorships of the Directors of the Company, as at June 30, 2020, in listed companies and other Public Interest Entities (“PIE”) are as detailed hereunder:

 

NAME OF DIRECTORS

LISTED COMPANIES

OTHER PUBLIC INTEREST ENTITIES

MR MARC FREISMUTH

  • BMH Ltd
  • Constance Hotel Services Limited
  • Constance La Gaieté Company Limited
  • 1The United Basalt Products Limited
  • Compagnie de Gros Cailloux Limitée
  • Espace Maison Ltée

MR FRANÇOIS BOULLÉ

The United Basalt Products Limited

  • Compagnie de Gros Cailloux Limitée
  • Espace Maison Ltée

MR JAN BOULLÉ

  • Alteo Limited
  • Bluelife Limited
  • 1IBL Ltd
  • Lux Island Resorts Ltd
  • Phoenix Beverages Limited
  • Phoenix Investment Company Limited
  • The Bee Equity Partners Ltd
  • The United Basalt Products Limited
  • Alteo Agri Ltd
  • Bloomage Ltd
  • Camp Investment Company Ltd
  • Espace Maison Ltée
  • GML Ineo Ltée
  • Haute Rive Holdings Limited
  • Haute Rive IRS Company Ltd
  • Mon Loisir Ltée
  • Pick and Buy Limited

MRS CATHERINE GRIS

The United Basalt Products Limited

  • Espace Maison Ltée
  • Compagnie de Gros Cailloux Limitée

MR JOËL HAREL

  • 2Terra Mauricia Ltd
  • The United Basalt Products Limited

Espace Maison Ltée

MR LAURENT DE LA HOGUE

  • Eagle Insurance Limited
  • Lux Island Resorts Ltd
  • The United Basalt Products Limited

Espace Maison Ltée

MR ARNAUD LAGESSE

  • 1Alteo Limited
  • Bluelife Limited
  • IBL Ltd
  • 1Phoenix Beverages Limited
  • 1Phoenix Investment Company Ltd
  • The United Basalt Products Limited
  • Afrasia Bank Limited
  • Alteo Agri Ltd
  • 1Bloomage Ltd
  • 1Camp Investment Company Ltd
  • City Brokers Ltd
  • Esperance et Compagnie Limitée
  • Lagfin Ltée
  • Mon Desir Limited
  • Pick and Buy Limited
  • 1The Lux Collective Ltd
  • Seafood Hub Limited

MR STÉPHANE LAGESSE

  • 2IBL Ltd
  • The United Basalt Products Limited
  • Espace Maison Ltée
  • 2GML Ineo Lteée

MR THIERRY LAGESSE

  • Alteo Limited
  • IBL Ltd
  • Lux Island Resorts Ltd
  • Phoenix Beverages Limited
  • Phoenix Investment Company Limited
  • The United Basalt Products Limited
  • Alteo Energy Ltd
  • Alteo Milling Ltd
  • Alteo Refinery Ltd
  • Camp Investment Company Ltd
  • Compagnie de Gros Cailloux Limitée
  • Consolidated Energy Co Ltd
  • 1Espace Maison Ltée
  • Ferney Limited
  • GML Ineo Ltée

MR CHRISTOPHE QUEVAUVILLIERS

The United Basalt Products Limited

  • Compagnie de Gros Cailloux Limitée
  • Pre-Mixed Concrete Limited

MRS KALINDEE RAMDHONEE

The United Basalt Products Limited

  • Espace Maison Ltée
  • Mammouth (Mauritius) Ltd

MR STÉPHANE ULCOQ

The United Basalt Products Limited

  • 1Compagnie de Gros Cailloux Limitée
  • Espace Maison Ltée
  • Pre-Mixed Concrete Limited

1 Chairman

2 Alternate Director

Board Meetings

The Board determines the frequency of Board meetings, which are held at least on a quarterly basis. Meetings are scheduled up to one year in advance so that Directors are able to attend and participate in person. The Board promotes open and rigorous discussions, constructive debates, and active participation during meetings. Special meetings may also be called from time to time as required.

The Chairman and the Group CEO, assisted by the Company Secretary, are responsible for fixing the agenda and the date for each Board meeting.

The Chairman and the Company Secretary ensure that the Directors receive the right information in a timely manner to enable them to make informed business decisions.

The attendance record of Board meetings for the year under review is as shown here.

Focus Areas

The Board met four times this year to examine, consider, discuss or approve, inter alia the focus areas detailed hereunder. The Board has also approved some decisions by way of written resolutions.

Strategy and performance

Governance

Risk Management and Internal Control

Financial

Other Agenda Items

  • The activity reports of the Group CEO, including the performance of subsidiaries and associates companies
  • The operational strategy and performance of overseas subsidiaries and investments
  • The increase in the shareholding of one of our subsidiaries
  • The impact of COVID-19 on the Group
  • Reports from the Chairman of the Corporate Governance Committee
  • Board evaluation exercise
  • The review of the remuneration of Directors, members of Board Committees, senior management and staff in general
  • Reports from the Chairman of the Risk Monitoring Committee
  • Information Technology Disaster Recovery Plan
  • Adequacy of the Group’s insurance cover
  • Reports from the Internal Auditor
  • Reports from the Chairperson of the Audit Committee
  • The Group’s financial performance against the budget
  • The audited group financial statements and the Annual Report for the year ended June 30, 2019
  • The quarterly unaudited abridged group interim financial statements
  • The Annual Meeting of Shareholders
  • The purchase of a property, partly leased by the Company

Board Committees

The Board delegates certain duties and responsibilities to the three Board Committees, namely the Corporate Governance (Nomination and Remuneration) Committee, the Audit Committee and the Risk Monitoring Committee, tasked with providing a more comprehensive evaluation of specific matters.

The Charters of the respective Board Committees, which set out, inter alia, their roles, responsibilities, composition and meeting requirements are available on the Company’s website - www.ubp.mu.

The Charters shall be reviewed as may be required by law from time to time.

Corporate Governance (Nomination and Remuneration) Committee

Mandate

The Corporate Governance Committee advises the Board of Directors on all aspects of corporate governance and ensures that the principles of the Code are applied.

The Corporate Governance Committee is also responsible for Nomination and Remuneration aspects and its functions are as follows:

  • In its role as Nomination Committee, it reviews the structure, size and composition of the Board, it ensures the right balance of independence, skills and expertise on the Board, it assesses and evaluates the role and independence of each current and potential Director and makes recommendations to the Board on the election and re-election of Directors and on matters relevant to succession planning.
  • In its role as Remuneration Committee, its terms of reference include inter alia the development of the Group’s general policy on senior management remuneration including the definition of performance measurement criteria and specific remuneration packages for Executive Directors and senior management and the making of recommendations to the Board on all aspects of remuneration.

The Committee confirms that it has assumed its responsibilities in accordance with its terms of reference for the year under review.

Composition

As per its Charter, the Committee shall consist of at least three members, with a majority of Non-Executive Directors. The Committee is constituted as follows:

board committee composition

The Chairman as well as the other members are Non-Executive Directors.

The Committee met four times during FY2020 to, inter alia,:

  • determine, discuss and approve the remuneration of the Group CEO, senior management, Directors, Committee members and the staff in general;
  • examine corporate governance compliance issues;
  • discuss conflicts of interest arising;
  • recommend a Board evaluation exercise; and
  • recommend the review of the Corporate Governance Committee Charter.

Attendance

The attendance record of Committee meetings for the year under review is as shown here. A quorum of two members is currently required for a Corporate Governance Committee meeting. The two Executive Directors are in attendance at almost all meetings of the Committee.

Remuneration

The remuneration of the Chairman and of each member of the Corporate Governance Committee for the year ended June 30, 2020 amounted to Rs 100,000 (2019: Rs 100,000) and Rs 75,000 (2019: Rs 75,000) respectively.

Audit Committee

Mandate

The Committee ensures the integrity of accounting and financial reporting and reviews internal control systems and procedures in order to assist the Board of Directors in carrying out its responsibilities. The Committee also monitors the role and scope of work of internal and external auditors and ensures compliance with legal and regulatory provisions.

The Committee confirms that it has assumed its responsibilities in accordance with its terms of reference for the year under review.

Composition

As per its Charter, the Committee shall consist of a minimum of three Non-Executive Directors, the majority of whom shall be independent. The Committee is constituted as follows:

audit committee composition

The Chairperson of the Committee is an Independent Non-Executive Director while the other members of the Committee no more qualify as being independent pursuant to the guidelines of the new Code since they have been members of the Board of Directors for more than nine years. However, we are of the opinion that the other current members of the Committee are able to exercise independent judgement in discharging their responsibilities given their financial management knowledge and many years of experience in our business activities.

The Committee met six times during FY2020, mainly to:

  • review and recommend to the Board for approval the audited group financial statements, the Annual Report and the audited abridged group financial statements for the year ended June 30, 2019;
  • review and recommend to the Board for approval and publication the quarterly unaudited abridged group interim financial statements;
  • review the compliance reports for the subsidiaries;
  • review the audit reports of the Internal Auditor;
  • review the report of the Security Officer on the security aspects within the Group;
  • review the report of EY on IT General Controls;
  • review the external audit Management Letters for 2019 from Messrs. Ernst & Young; and
  • review the Engagement Letters of the new External Auditors Messrs. Deloitte Mauritius.

In so doing, the Committee reviewed internal control systems and procedures in place in all the subsidiary companies within the Group.

Attendance

The attendance record of Committee meetings for the year under review is as shown here. A quorum of two members is currently required for an Audit Committee meeting. The Group CFO is in attendance at all meetings of the Committee whilst the Group CEO, the internal and external auditors and some members of the management attend the meetings on invitation depending on the agenda.

Remuneration

The remuneration of the Chairman and of each member of the Audit Committee for the year ended June 30, 2020 amounted to Rs 150,000 (2019: Rs 150,000) and Rs 100,000 (2019: Rs 100,000) respectively.

Risk Monitoring Committee

Mandate

The Committee assists the Board in the discharge of its duties relating to the setting up and monitoring of the risk governance process, including setting the risk appetite and monitoring relevant risk portfolios and management’s performance against such risk appetite as well as the approval of risk management policies for recommendation to the Board.

The Committee confirms that it has assumed its responsibilities in accordance with its terms of reference for the year under review.

Composition

As per its Charter, the Committee shall consist of an equal number of Executive and Non-Executive Directors. The Committee is constituted as follows:

audit committee composition

The Chairman is a Non-Executive Director. Mrs Ramdhonee is an Independent Non-Executive Director while the two Executive Directors are the Group CEO and the Group CFO, the latter also acting as the Chief Risk Officer.

The Committee met two times during FY2020, mainly to:

  • review the Group’s insurance policies to ensure adequate coverage;
  • discuss the risk monitoring exercise within the Group;
  • discuss and recommend the appointment of a Risk and Compliance Officer; and
  • discuss and agree on the Information Technology Disaster Recovery Plan (DRP).

Attendance

The attendance record of Committee meetings for the year under review is as shown here. A quorum of three members is currently required for a Committee meeting.

Remuneration

The remuneration of the Chairman and of each member of the Committee (excluding the two Executive Directors) for the year ended June 30, 2020 amounted to Rs 75,000 (2019: Rs 75,000) and Rs 50,000 (2019: Rs 50,000) respectively.

Meetings Attendance

The meetings attendance for the year ended June 30, 2020 was as follows:

Directors

Board

Corporate Governance Committee

Audit Committee

Risk Monitoring Committee

Annual Meeting of Shareholders

Marc Freismuth

4 out of 4

4 out of 4

 

 

1 out of 1

François Boullé

4 out of 4

 

6 out of 6

2 out of 2

1 out of 1

Jan Boullé

4 out of 4

 

 

 

1 out of 1

Catherine Gris

4 out of 4

 

 

 

1 out of 1

Joël Harel

3 out of 4

4 out of 4

6 out of 6

 

1 out of 1

Laurent de la Hogue

4 out of 4

 

 

 

1 out of 1

Arnaud Lagesse1

2 out of 4

 

 

 

1 out of 1

Stéphane Lagesse

3 out of 4

 

 

 

1 out of 1

Thierry Lagesse

4 out of 4

2 out of 4

 

 

1 out of 1

Christophe Quevauvilliers

4 out of 4

 

 

2 out of 2

1 out of 1

Kalindee Ramdhonee

4 out of 4

 

6 out of 6

2 out of 2

1 out of 1

Stéphane Ulcoq

4 out of 4

 

 

2 out of 2

1 out of 1

 

1Mr Arnaud Lagesse resigned as Director on July 14, 2020.

4. DIRECTOR APPOINTMENT PROCEDURES

Selection, Appointment and Re-election

The Board through the Corporate Governance Committee and its role as a Nomination Committee (NC), follows a rigorous, formal and transparent procedure to select and appoint new Directors.

1

Identification & Selection

Identification and selection of Director(s) by the NC, by having regards to inter alia, the knowledge required to fill a gap on the Board, the skills required to add value and the extent to which the individual may meaningfully contribute to the affairs of the Board. The Board favours diversity, including gender, to be in line with sound principles of corporate governance.

2

Recommendation

The NC recommends the nomination of the Director(s) to the Board.

3

Appointment

In accordance with the Company’s Constitution, the Board has the power to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors but so that the total number of Directors at any time does not exceed the number fixed by the Constitution.

4

Re-election

A Director so appointed shall hold office only until the next following Annual Meeting of shareholders and shall then be eligible for re-election.

The Company’s Constitution does not provide for the rotation of Directors. Although being of the opinion that the holding of office by Directors relies on their experience and knowledge of the Group’s activities to ensure that they exercise the appropriate degree of leadership, skill and judgement required to achieve a sustainable performance over the years, the Corporate Governance Committee has decided to include the re-election of all Directors at the agenda of the Annual Meeting of shareholders of the Company. The Board also continuously encourages its members to acquire new skills.

Board Induction

The Chairman, with the assistance of the Company Secretary, devises a formal and tailored induction programme for new Directors to enable them to develop a sound understanding of the Company and of the Group to effectively contribute to strategic discussions. They are also made aware of their fiduciary duties and responsibilities. The induction programme comprises, inter alia:

Professional Development and Training

Directors are encouraged to keep themselves abreast of the latest workplace trends and professional practices.

Time Commitments

The Directors are expected to devote time and meaningfully contribute to the affairs of the Board and to ensure that their other responsibilities do not impinge on those as Director of the Company.

The Board of the Company does not believe that its members should be prohibited from serving on the Board of other organisations unless the number of directorships limits the amount of time they are able to dedicate to being a Director of the Company.

The Executive Directors are however not authorised to hold more than two directorships in listed companies outside the Group, including overseas companies. The Board of the Company must give its approval prior to an Executive Director accepting a seat on the Board of any company outside the Group.

Succession Plan

Upon the recommendation of the Corporate Governance Committee, the Board has endorsed a Succession Planning Policy for Directors in order to ensure a proper diversity and an appropriate balance of knowledge, skills and experience on the Board.

5. DIRECTORS’ DUTIES, REMUNERATION AND PERFORMANCE

Directors’ Duties and Responsibilities

All Directors, whether Executive, Non-Executive or Independent Non-Executive are bound by fiduciary duties. They have both a legal and moral duty to act independently, in good faith, with due care and skill, and without fetter or instruction. The Directors’ Charter duly endorsed by the Board enables the Directors to better perform their duties and ensure that their contribution is fully effective and meets the standards expected from them in terms of independence, ethics and integrity.

Non-Executive and Independent Non-Executive Directors are individuals of calibre and credibility who have the necessary skills and experience to constructively analyse, independent of management, issues of strategy, performance evaluation, resources, equal opportunities and standards of conduct. They play a particularly vital role in providing independent judgement in all circumstances.

Executive Directors on the other hand, exercise their management responsibilities and their fiduciary duties in the best interests of the Company.

Once appointed on the Board, Directors receive the key documents pertaining to their duties and responsibilities. Furthermore, charters, position statements and job descriptions have been devised so that there is a clear division of responsibilities.

Role of the Chairman and of the Group CEO

The Company’s leadership model caters for an appropriate balance of power. The roles of the Chairman and of the Group CEO are distinct. They share a positive and constructive working relationship. The key responsibilities of the Chairman and of the Group CEO are detailed hereunder.

More information on their roles is available on the Company’s website - www.ubp.mu.

Chairman

Effectively leads the Board.

Guides and monitors the functioning of the Board of Directors, to encourage active participation of Directors, to ensure a smooth and timely flow of information to shareholders and to ensure the accurate documentation of proceedings.

Encourages a culture of openness, respect and trust and ensures constructive board discussions.

Group CEO

Oversees the implementation of the strategy approved by the Board.

Is responsible for the day-to-day management of the Group.

Access to Information

Directors are provided with concise, adequate and timely information to enable them to make informed decisions and to discharge their duties and responsibilities.

Professional Advice

The Directors perform their duties and exercise their powers to the extent permitted by law. They have the right to seek independent professional advice at the expense of the Company to enable them to discharge their responsibilities effectively.

Directors’ and Senior Officers’ Insurance and Indemnification

The Directors and the Company Secretary benefit from an indemnity insurance cover for liabilities incurred while performing their duties, to the extent permitted by law.

Share Dealing and Interests Register

The Share Dealing Policy of the Company sets out the Group’s policy in respect of dealings in the shares of the Company by Directors, designated employees and their associates, thereby providing clear guidance on the practice to be followed to avoid any misuse of price-sensitive information.

The Directors of the Company use their best endeavours to abide to the principles set out in the Share Dealing Policy of the Company and in the Model Code on Securities Transactions by Directors as stipulated in Appendix 6 of the Listing Rules of the Stock Exchange of Mauritius Ltd. The Company Secretary maintains a Register of Interests, which is available for consultation by shareholders upon written request.

Conflict of Interest and Related Party Transactions

A Conflict of Interest and Related Party Transactions Policy has been endorsed by the Board to provide the framework for Directors and designated employees of the Company and its subsidiaries to effectively identify, evaluate, disclose and manage potential, actual or perceived conflicts of interest as well as related party transactions which may arise in relation to the activities of the Group. While the Board is ultimately responsible for developing appropriate policies on conflicts of interest and related party transactions and exercises this responsibility via the Corporate Governance Committee, the Audit Committee is responsible for addressing questions pertaining to conflicts of interest and related party transactions and thereafter reports to the Board on such matters.

Directors are expected to discharge their duties and responsibilities objectively and in the best interest of the Company. They should avoid conflicts of interest or situations which might be reasonably perceived as such. Any Director who is directly or indirectly interested in a transaction or proposed transaction is required to disclose the nature of his/her interest, and he/she should not participate in the debate or vote on the matter. Related party transactions of the Group are conducted in line with the internal policy.

Please refer to note 30 of the Notes to the Financial Statements for details of related party transactions.

Information Governance

While the responsibility for information governance with the Company is bestowed upon the Board, the management of information technology and the governance of information security are delegated to the IT function.

The Group is committed to safeguarding the confidentiality, integrity, availability and protection of information, backed by an adapted information technology (IT) system. The Board ensures that prudent and reasonable steps are taken to ensure that the IT governance forms an integral part of the overall corporate governance of the Group and is managed according to set policies. To fulfill this obligation, the Board is supported by the Risk Monitoring Committee for reviewing information technology risks and actions taken to mitigate them.

The significant expenditure budgets pertaining to IT for each of the Group’s entities are discussed and approved on an annual basis by the respective Boards of Directors.

Management is responsible for implementing the policies, procedures and practices to protect the Group’s information, in line with regulatory and industry norms. The Group ensures that access to information is only available to authorised parties while having physical and logical access controls in place. While the Audit Committee evaluates the effectiveness of related internal control systems, the set-up provides for independent assurance via the internal audit function which acts as an additional line of defense to assess the suitability of the security policies, standards and related procedures within the Group’s entities.

A description o f the Group’s IT policies is available on the Company’s website - www.ubp.mu.

The Board of Directors and the management of the Company are also committed to complying with all relevant laws in respect of personal data including the General Data Protection Regulation (GDPR) and the Data Protection Act (DPA) for the protection of the rights and freedoms of individuals whose information are collected and processed in the course of its activities. A Data Protection Management Program has been devised to this end.

Remuneration Policy

The Corporate Governance Committee in its role as Remuneration Committee is responsible for making recommendations to the Board with regard to the definition and development of the Group’s general remuneration policy, including determining performance measurement criteria and specific remuneration packages for Executive Directors and senior management and the level of remuneration of Non-Executive Directors.

Furthermore, the Group lays significant emphasis on appointing the right people with the right experience and expertise whilst rewarding them adequately to ensure engagement and commitment to long term value creation. In the same vein, the Group Remuneration Policy, endorsed by the Board, sets out rules to ensure equity, transparency and consistency in the remuneration practices across the Group, in accordance with market practices.

Please refer to Other Statutory Disclosures on page 104 for a table of total emoluments and benefits received by Directors from the Company and subsidiary companies for the year ended June 30, 2020. Non-Executive Directors received a fixed annual directorship fee only and no remuneration in the form of share options or bonuses associated with the organisation’s performance. The current remuneration package of the Group CEO comprises a basic salary, an annual performance bonus and other benefits in kind. The proportion of variable pay to fixed pay is significant and aims at aligning the interests of the Group CEO to those of the Group.

Long-term Incentive Plan

The Company does not have any long-term incentive plan yet. A ‘Performance Management System’ is being designed to reward employees based on the achievement of short term and long term objectives.

Share Option Plan

The Company does not have any Share Option Plan.

Board Evaluation

At the initiative of the Corporate Governance Committee, a Board evaluation, in the form of a questionnaire and covering, inter alia, the key aspects of the Board’s function, was commissioned in 2020. All the members of the Board were consulted and the report was communicated to the Board in view of improving its effectiveness and its functioning.

6. RISK GOVERNANCE AND INTERNAL CONTROL

Risk Governance

The Group is committed to instilling a risk and performance culture. To this end, a risk governance framework is key.

Risk Governance

The Board of Directors is responsible for the governance of risks and embeds a robust risk management framework as a core competency. The Group’s internal control system is designed to manage the risk of failure to achieve business objectives. The Board is ultimately responsible for the setting up and monitoring of the risk governance process, including setting the risk appetite, and the adequacy and effectiveness of internal control systems.

The Risk Monitoring Committee and Audit Committee assist the Board in the discharge of its duties in relation to risk management and internal control respectively.

Management is responsible for implementing internal control and risk management systems under the supervision of the Audit Committee and of the Risk Monitoring Committee respectively to ensure their effectiveness. The aim is to ensure that the assets of the Group are safeguarded, that proper accounting records are maintained and that the strategies and policies adopted by the Board are being implemented. The Board acknowledges that the Group’s systems of risk management and internal controls provide reasonable, but not absolute assurance that the Group will not be adversely affected by an event that can be reasonably foreseen.

Risk Architecture

With a view to fully identify, measure, assess and mitigate our exposure to risks, an Enterprise Risk Management (ERM) framework and a Business Continuity Management (BCM) plan were implemented within the Group in 2016.

The Group’s strategic objectives were defined and the risk appetite was determined for each of these objectives based on a group-wide approach considering risks across all departments, functions and activities.

The Risk Hierarchy is illustrated hereunder:

Risk Monitoring

Following the implementation of the ERM, a risk monitoring exercise was initially undertaken by Messrs. BDO & Co in view of monitoring and reporting the key risks across the Group. Further to the control assessment, a report was submitted to the Risk Monitoring Committee on three types of risks, namely the business management risks, Board risks and emerging risks.

The key risk categories relevant to the Group, remain as follows:

A report on the key risks inherent to our activities can be found here

Way Forward

A Risk and Compliance Officer was recently appointed. The Group intends to strengthen the risk monitoring function and ensures reporting to the Board, via the Risk Monitoring Committee.

Being mindful of the evolution of the business environment, the Risk Monitoring Committee and the Chairman of the Board, will review and redefine the risk appetite and the Board risks, including their impact and tolerance, which will be thereafter submitted to the Board, for approval.

The risk registers will also be updated and linked to the objectives of the Board, so that appropriate treatment plans be elaborated in respect of the key risks falling outside the tolerance limits of the risk appetite.

Once the risk registers will be up to date, each risk owner will pursue the risk monitoring exercise within the set framework and actions plans will be tracked by the Risk and Compliance Officer, who will report to the Chief Risk Officer (CRO) to that effect.

To ensure that the Board has an enhanced view of the Group’s overall risk profile, the CRO will regularly report to the Risk Monitoring Committee in respect of the evolution of the key risks and the implementation of agreed treatment plans.

Insurance Coverage

The Board, via the Risk Monitoring Committee, ensures that the Group’s insurance policies are regularly assessed to guarantee adequate coverage of the significant risks faced by the Group. During the year under review, the Group subscribed to a political violence cover in view of the risks associated with tensions due to the COVID-19 impact.

Internal Controls

The Board is responsible for the Group’s internal control systems and for reviewing its effectiveness. The Group’s internal control framework seeks to ensure the reliability of financial reporting, operations and systems whilst guaranteeing compliance with internally established policies and procedures as well as with laws, regulations and codes of business practice in order to protect the Group’s assets and reputation.

The internal control framework is devised to tackle the key risks identified under the Enterprise Risk Management (ERM) of the Group. The internal audit function thereafter assesses the effectiveness of the internal controls in mitigating those risks.

The Audit Committee assists the Board in the discharge of this responsibility and oversees the effectiveness of the Group’s internal control systems. Processes are in place to monitor the effectiveness of internal controls, to identify and report any significant issues, and to ensure that timely and appropriate corrective actions are taken. In carrying out its duties, the Audit Committee receives regular reports from the internal audit function of the Group.

Whistleblowing

In view of upholding the highest level of ethical conduct, the Board has endorsed a Whistleblowing Policy to provide a framework for its employees to raise concerns about any aspect involving malpractices without fear of reprisal or victimisation. The policy provides details of the process to follow to raise a concern as well as the possible outcomes related thereto.

7. REPORTING WITH INTEGRITY

The Board is responsible for the preparation of an Annual Report and financial statements in accordance with applicable laws and regulations. Pursuant to the prevailing Companies Act of Mauritius, the Directors are also required to ensure that financial statements are in compliance with International Financial Reporting Standards.

The Directors are further responsible for the adequate maintenance of accounting records, which disclose at any time and with reasonable accuracy, the financial position and performance of the Company and the Group. They also have the duty to maintain an effective system of internal control and risk management to safeguard the assets of the Company and of the Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Being a listed Company, it is imperative that our stakeholders be kept fully informed about our activities and that our financial disclosures meet the highest ethical standards. This report sets out the financial, social, environmental and performance outlook relevant to the Group.

Furthermore, a soft copy of the Annual Report of the Group is available on the Company’s website www.ubp.mu.

8. AUDIT

External Audit

The Audit Committee evaluates the independence and work effectiveness of external auditors before making a recommendation to the Board for their appointment and re-appointment. The evaluation encompasses an assessment of the qualifications and performance of the auditors, the quality and integrity of the auditors’ communications with the Audit

Committee and the Company and the auditors’ independence, objectivity and professional scepticism.

Pursuant to Section 41A of the Financial Reporting Act 2004, as amended by the Finance (Miscellaneous Provisions) Act 2016 and a subsequent regulation Government Notice No 64 of 2017 pertaining to the rotation of auditors for listed companies, the Company appointed Messrs. Deloitte Mauritius, as external auditors.

To further ensure that the objectivity and independence of external auditors are not compromised in the conduct of the audit, the Audit Committee approves any non-audit services provided by them, which are moreover limited to ad hoc advice and assistance.

Please refer to Other Statutory Disclosures for the details of the auditors’ remunerations.

Internal Audit

The Group’s internal audit function is responsible for providing independent, objective assurance to the Board regarding the implementation, operation and effectiveness of internal control systems, risk management and governance of the Group. The objective is to ascertain the extent of compliance with procedures, policies, regulations and legislation, using a risk-based approach and to recommend improvements in control, performance and productivity within the Group. The Audit Committee monitors the independence and the objectivity of the internal audit function.

The Board relies on the internal and external audit functions to report on any weaknesses and to make recommendations via the Audit Committee and as relevant, via the Risk Monitoring Committee, the objective being to ensure the effective and efficient use of available resources and ascertaining the accuracy of information used in the preparation of financial statements. No restrictions are placed over the right of access by the internal auditor to the records, the management and/or the employees of the Group.

Further to the assessment of their expertise and independence, Messrs. BDO & Co. were engaged in April 2015 to conduct the internal audit of the Group, based on a 3-year internal audit plan, duly approved by the Audit Committee. The methodology used was based on the selection of specific business cycles, the identification of inherent risks, the verification of key controls in place in view of eliminating or reducing the risks to an acceptable level, the verification of the said controls to ensure they are operating satisfactorily, the performance of walk-through tests on procedures and processes and the formulation of necessary recommendations.

An internal auditor was thereafter recruited. The reports issued by the internal auditor during the year relate to stock management, dishonoured cheques, the retail and operational review of Espace Maison, stock controls of the PPB division and the fleet management and consumption of diesel.

This year again, no financial problems were identified which would materially affect the figures reported in the financial statements. The recommendations are gradually being implemented by management under the close follow-up of the internal auditor.

At the time of writing, the post of internal auditor within the Company is vacant and due to be filled. Hence, the Board has decided to engage Messrs. BDO & Co. to conduct the internal audit of the Group during the ensuing year.

9. RELATIONS WITH SHAREHOLDERS AND OTHER KEY STAKEHOLDERS

Key Stakeholders of the Group

In line with its values, the Company fully engages itself towards responding to its different stakeholders’ expectations and taking on board their interests in the decision-making process, as further detailed in this Integrated Report.

Shareholding Structure

The shareholding structure of the Group at June 30, 2020 is as detailed hereunder:

 

THE UNITED BASALT PRODUCTS LIMITED

SUBSIDIARIES

  • 100%

    Espace
    Maison
    Ltée

    • 100%

      La Savonnerie
      Créole Ltée

  • 100%

    Compagnie de
    Gros Cailloux
    Limitée

  • 100%

    Société
    d’investissement
    Rodriguais

    • 75.9%

      Welcome
      Industries Ltd

  • 100%

    UBP
    International
    Limited

    • 77%

      United Granite
      Product (Private)
      Limited

      • 100%

        DHK Metal
        Crusher
        (Private)
        Limited

      • 100%

        Sheffield Trading
        (Private)
        Limited

  • 100%

    UBP
    Madagascar

  • 90%

    UBP Coffrages
    Ltée

  • 76.5%

    Sainte
    Marie Crushing
    Plant Limited

    • 100%

      Société des
      Petits Cailloux

  • 54.6%

    Drymix Ltd

    • 80%

      Drymat SAS
      (Réunion)

  • 100%

    Land
    Reclamation
    Limited

  • 100%

    Stone and
    Bricks Limited

  • 100%

    The Stone
    Masters
    Co. Ltd

  • 100%

    Pricom Ltd

ASSOCIATES

  • 49%

    Pre-Mixed
    Concrete
    Limited

  • 46%

    Terrarock
    Ltd

  • 34%

    Prochimad
    Mines et Carrière
    SARL*

  • 25%

    Sud
    Concassage
    Limitée

  • 25%

    Cement
    Transport
    Ltd

  • 20%

    Compagnie
    Mauricienne
    d’Entreprise Ltée

  • Operational

  • Dormant

  • * Via UBP Madagascar

 

The share capital of the Company amounts to Rs 265,100,420 made up of 26,510,042 ordinary shares of no par value.

The Company has as Holding Company IBL Ltd, incorporated in Mauritius.

Common Directors

The list of common Directors with the shareholder companies holding more than 5% of the share capital of the Company at June 30, 2020 was as follows:

Directors

UBP

IBL Ltd

Jan Boullé

Arnaud Lagesse

Thierry Lagesse

Substantial Shareholders

The shareholders holding more than 5% of the share capital of the Company at June 30, 2020 were as follows:

Shareholders

Number of Shares

% Holding

IBL Ltd

8,785,100

33.14

The National Pensions Fund

1,335,172

5.04

Except for the above, no other entity or individual had an interest of 5% or more in the ordinary share capital of the Company.

Shareholding Profile

The share ownership and categories of shareholders at June 30, 2020 were as follows:

Size of shareholding

Number of shareholders

Number of shares owned

Percentage (%)

1 – 500

3,258

297,898

1.12

501 – 1,000

361

263,763

1.00

1,001 – 5,000

703

1,648,351

6.22

5,001 – 10,000

216

1,521,029

5.74

10,001 – 50,000

226

4,564,756

17.22

50,001 – 100,000

35

2,373,244

8.95

100,001 – 250,000

25

3,551,975

13.40

250,001 – 1,000,000

5

2,168,754

8.18

Over 1,000,000

2

10,120,272

38.17

Total

4,831

26,510,042

100.00

Category of shareholders

Number of shareholders

Number of shares owned

Percentage (%)

Individuals

4,378

7,861,885

29.66

Insurance and assurance companies

13

235,552

0.89

Pension and providence funds

75

3,150,343

11.88

Investment and trust companies

61

790,794

2.98

Other corporate bodies

304

14,471,468

54.59

Total

4,831

26,510,042

100.00

Shares in Public Hands

In accordance with the Listing Rules of the Stock Exchange of Mauritius Ltd, at least 25% of the shareholding of the Company is in public hands.

Share Registry and Transfer Office

The Company’s Share Registry and Transfer Office is administered in-house.

Total Shareholders’ Return

Dividend Policy

The Company has no formal set dividend policy. The payment of dividend is subject to the Company’s performance, its cash flow position, its capital expenditure and debt servicing requirements as well as its foreseeable investments and growth opportunities. In so doing, the Board of Directors attempts to distribute a yearly dividend which, under normal circumstances, should remain sustainable in the medium to long term.

On June 08, 2020, the Company declared a dividend of Rs 1.90 per share in respect of FY2020, payable on July 15, 2020.

Please refer to Financial Highlights for indicators and dividend paid per ordinary share over the past five years to June 30, 2020.

Shareholders’ Agreement

At the time of writing, there is no shareholders’ agreement to the knowledge of the Company.

Annual Meeting of Shareholders

The Company’s Annual Meeting is the main forum where the shareholders exercise their rights to decide on the Company’s affairs and receive direct feedback from Board members. The external auditors also attend the meeting.

Shareholders are also informed in a timely manner of any relevant information concerning the Company and the Group such that they are able to take decisions in full awareness of their implications. These communications are made either by announcements in the press, the publication of quarterly abridged group financial statements and disclosures in the Annual Report.

Shareholders’ Calendar of Events

Further to the financial year-end in June, the calendar of key events is as follows:

 

CALENDAR OF KEY EVENTS

NOVEMBER
Publication of audited abridged group year-end results to June 30

NOVEMBER
Publication of unaudited abridged group first quarter’s results to September 30

DECEMBER
Annual Meeting of shareholders

FEBRUARY
Publication of unaudited abridged group half-year’s results to December 31

MAY
Publication of unaudited abridged group third quarter’s results to March 31

MAY
Declaration of dividend

JUNE
Payment of dividend

The calendar has been exceptionally modified this year following the COVID-19 impact.

Statement of Directors’
responsibilities

For the year ended June 30, 2020

Statement of Directors’ responsibilities in respect of the preparation of financial statements and internal control.

The Directors are responsible for the preparation of financial statements which give a true and fair view of the financial position, financial performance and cash flows of the Company. In so doing, they are required to:

  • select suitable accounting policies and apply them consistently;
  • make judgements and estimates that are reasonable and prudent;
  • comply with the provisions of the Companies Act 2001 and the International Financial Reporting Standards (IFRS), and explain any material departure thereto;
  • prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business in the foreseeable future.

The Directors are also responsible for the proper maintenance of accounting records which disclose at any time and with reasonable accuracy, the financial position and performance of the Company. They are also responsible for maintaining an effective system of internal control and risk management, for safeguarding the assets of the Company and for taking all reasonable steps to prevent and detect fraud and other irregularities.

The Directors acknowledge that they have exercised their responsibilities as described above and confirm that they have complied with the above requirements in preparing the financial statements for the year ended June 30, 2020. They also acknowledge the responsibility of the external auditors to report on these financial statements and to express an opinion as to whether they are fairly presented. They further acknowledge that they have ensured compliance to the Code of Corporate Governance of 2016 (the “Code”) and provided reasons in case of non-compliance with the Code.

The Directors confirm that they have established an internal audit function and report that proper accounting records have been maintained during the year ended June 30, 2020 and that nothing has come to their attention which could indicate any material breakdown in the functioning of the internal control system and have a material impact on the trading and financial position of the Company.

On behalf of the Board

Chairman signature

MARC FREISMUTH
Chairman

Group CEO signature

STÉPHANE ULCOQ
Group CEO

Other statutory
disclosures

(Pursuant to Section 221 of the Companies Act 2001)

ACTIVITIES

The principal activity of the Group remains the manufacture and sale of building materials which consist mainly of our core products: aggregates, rocksand and concrete blocks. Other products include precast concrete slabs, ready-to-use dry mortar, various concrete building components including paving-blocks and roof tiles, imported floor and wall tiles, sanitary ware and a complete range of home building and decorating products, fittings, tools and garden accessories. Services rendered consist mainly of engineering works by the Company’s workshop and contracting services.

The Group is also involved in sugar cane cultivation, the sale of agricultural products, landscaping services and leisure activities through one of its subsidiaries.

Besides Mauritius, the Group is present in Rodrigues, Madagascar and Sri Lanka. During the year under review, the Company disposed of its 15% shareholding in a company manufacturing clay bricks in Zambia.

DIRECTORS

Members of the Board of Directors at June 30, 2020 were:

The Company

Messrs:

Marc Freismuth – Chairman

François Boullé

Jan Boullé

Mrs:

Catherine Gris

Messrs:

Joël Harel

Laurent de la Hogue

Arnaud Lagesse

Stéphane Lagesse

Thierry Lagesse

Christophe Quevauvilliers

Mrs:

Kalindee Ramdhonee

Mr:

Stéphane Ulcoq

Mr Arnaud Lagesse resigned as Director to the Board on July 14, 2020 and was replaced by Mrs Christine Marot on July 16, 2020.

Subsidiary Companies

Espace Maison Ltée

Messrs:

Thierry Lagesse – Chairman

François Boullé

Jan Boullé

Mrs:

Catherine Gris

Messrs:

Marc Freismuth

Joël Harel

Laurent de la Hogue

Stéphane Lagesse

Mrs:

Kalindee Ramdhonee

Mr:

Stéphane Ulcoq

Compagnie de Gros Cailloux Limitée

Messrs:

Stéphane Ulcoq – Chairman

François Boullé

Marc Freismuth

Mrs:

Catherine Gris – Appointed on May 25, 2020

Messrs:

Thierry Lagesse

Christophe Quevauvilliers

UBP Coffrages Ltée

Messrs:

Laurent Béga

Bryan Gujjalu

Christophe Quevauvilliers

Welcome Industries Ltd

Messrs:

Thierry Lagesse – Chairman

Christophe Quevauvilliers

Stéphane Ulcoq

UBP International Limited

Messrs:

Thierry Lagesse – Chairman

Marc Freismuth

Joël Harel

UBP Madagascar

General Manager:

This post will be filled in due course.

United Granite Products (Private) Limited

Messrs:

Rémi de Gersigny

Christophe Quevauvilliers

Stéphane Ulcoq

Sainte Marie Crushing Plant Limited

Messrs:

Thierry Lagesse – Chairman

Michel Pilot

Christophe Quevauvilliers

Stéphane Ulcoq

Drymix Ltd

Mr:

Marc Freismuth – Chairman

Mrs:

Kalindee Ramdhonee – Appointed on May 25, 2020, in replacement of Mr Thierry Lagesse who resigned on the same date

Messrs:

– alternate: Christophe Quevauvilliers

Colin Taylor

– alternate: Eric Adam

Urs Rolland Straub

– alternate: Mr Guillaume Dubreuil

Stéphane Ulcoq

Mr Alexis Caude resigned as Director on March 17, 2020.

Land Reclamation Limited

Messrs:

Franc╠žois Boullé

Joël Harel

Stone & Bricks Limited

Messrs:

Joël Harel

Christophe Quevauvilliers

The Stone Masters Co. Ltd

Messrs:

Joël Harel

Christophe Quevauvilliers

Pricom Ltd

Messrs:

Thierry Lagesse – Chairman

Joël Harel

Stéphane Ulcoq

DIRECTORS’ REMUNERATION AND BENEFITS

Total remuneration and benefits received by the Directors, at June 30, 2020, from the Company and its subsidiary companies were as follows:

REMUNERATION AND BENEFITS RECEIVED

FROM THE COMPANY

FROM SUBSIDIARIES

Non Executive Directors

2020
Rs

2019
Rs

2020
Rs

2019
Rs

Marc Freismuth (Chairman)

1,000,000

1,000,000

120,000

122,500

Francois Boullé

250,000

180,000

120,000

130,000

Jan Boullé

250,000

118,269

120,000

65,705

Catherine Gris

250,000

135,000

120,000

65,705

Joël Harel

250,000

180,000

120,000

100,000

Laurent De La Hogue

250,000

180,000

120,000

100,000

Arnaud Lagesse (Resigned on July 14, 2020)

250,000

180,000

Stéphane Lagesse

250,000

180,000

120,000

100,000

Thierry Lagesse

250,000

180,000

640,000

570,000

Kalindee Ramdhonee

250,000

118,269

120,000

65,705

Executive Directors

 

 

 

 

Stéphane Ulcoq (Group CEO)

9,903,604

7,496,466

40,000

40,000

Christophe Quevauvilliers (Group CFO)

4,705,500

5,817,433

40,000

40,000

DIRECTORS’ AND SENIOR OFFICERS’ INTERESTS IN SHARES

The Directors’ and Senior Officers’ interests in the ordinary shares of the Company at June 30, 2020 were as follows:

 

Ordinary shares

 

Direct

Indirect

 

Category

Number

%

Number

%

Directors

 

 

 

 

 

Marc Freismuth – Chairman

NED

 

Franc╠žois Boullé

NED

13,000

0.050

 

Jan Boullé

NED

11,484

0.043

Catherine Gris

INED

Joël Harel

NED

Laurent de la Hogue

NED

Arnaud Lagesse

NED

12,200

0.046

Stéphane Lagesse

NED

218

0.001

45,137

0.170

Thierry Lagesse

NED

2,136

0.008

45,137

0.170

Christophe Quevauvilliers

ED

600

0.002

12

0.000

Kalindee Ramdhonee

INED

Stéphane Ulcoq

ED

Senior Officers

 

 

 

 

 

Edley Michaud

*

605

0.002

ED – Executive Director
NED – Non-Executive Director
INED – Independent Non-Executive Director

* Except for the above, none of the other Senior Officers had an interest in the shares of the Company, either directly or indirectly.

None of the Directors and Senior Officers of the Company had an interest in the shares of the subsidiary companies.

DIRECTORS’ SERVICE CONTRACTS

Except for Messrs Stéphane Ulcoq and Christophe Quevauvilliers who each have a contract of employment with the Company, there is no service contract between the Company and any of the Directors.

DIRECTORS’ AND OFFICERS’ INSURANCE AND INDEMNIFICATION

The Directors and the Company Secretary benefit from an indemnity insurance cover for liabilities incurred while performing their duties, to the extent permitted by law.

SHAREHOLDERS

Substantial Shareholders

The shareholders holding more than 5% of the share capital of the Company at June 30, 2020 were as follows:

Shareholders

Number of shares

% Holding

IBL Ltd

8,785,100

33.14

The National Pensions Fund

1,335,172

5.04

Except for the above, no other entity or individual had an interest of 5% or more in the ordinary share capital of the Company.

CONTRACTS OF SIGNIFICANCE

No Director or any substantial shareholder had a material interest, either directly or indirectly, in a contract of significance entered into by the Company or its subsidiaries.

DONATIONS

The Company and its subsidiary companies have donated Rs 5,693,205 during the year ended June 30, 2020 (2019: Rs 2,486,219) out of which Rs 2,387,368 (2019: Rs 1,884,433) were political donations.

AUDITOR’S REMUNERATION

The auditor’s remuneration was as follows:

 

THE GROUP

THE COMPANY

 

2020

2019

2020

2019

 

Rs’000

Rs’000

Rs’000

Rs’000

Audit fees :

Deloitte

2,997

1,300

Other firms

1,204

2,941

500

1,259

Non-audit fees :

Deloitte

Other firms

493

1,677

183

1,381

 

The non-audit fees were paid by the Group to Ernst & Young for tax services and assistance for a VAT review for Rs 492,710 (2019: Rs 726,776).

Company Secretary’s
certificate

For the year ended June 30, 2020

I certify that, to the best of my knowledge and belief, the Company has filed with the Registrar of Companies all such returns as are required of the Company under the Companies Act 2001.

Company Secretary signature

Bhooneshi Nemchand
Company Secretary

 

November 9, 2020