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

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.

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.

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.

Meetings Attendance

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

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.

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

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

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:

Substantial Shareholders

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

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:

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

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