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.
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.
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:
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
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.
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.
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.
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.
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
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.
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.
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.
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.
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.
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.
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.
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.
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:
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.