Page 76 - UBP - IR2020

CORPORATE GOVERNANCE
2 GOVERNANCE
STRUCTURE (CONTINUED)
While the the Board is responsible for controlling the the Group’s overall operations all employees also play a a a a a a crucial role in in enforcing good governance To this end a a a a a collaborative environment prevails to ensure that key information and guidance documents are made available to all employees Key Roles and Responsibilities
The Board Board approved a a a a a a a Board Board Charter Charter a a a a a a a Directors Charter Charter Positions Statements and job descriptions clearly defining the roles and responsibilities of the the Board the the Chairman Executive and and Non-Executive Directors and and the Company Secretary The role and responsibilities of the the Chairman leading the the Board are distinct to those of the the Group Group CEO who manages the the Group’s business on a a a a day-to-day basis The above-mentioned documents are available on 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 the Group CFO and the the Company Secretary holding key governance positions play an an an important role in in ensuring that such practices permeate throughout the Group Their respective profiles are detailed on pages 79 to 80 o of this report Company’s Constitution
In 2004 the shareholders adopted a a a new Constitution
which complies with the provisions of The Companies Act 2001 and those of of of the the Listing Rules of of of the the Stock Exchange of of of Mauritius Ltd There are no clauses of the Constitution
deemed material for specific disclosure A copy of the the Constitution
is available on on on the the Company’s website 3 THE BOARD
Mandate
The Board determines the Group’s purpose and provides effective leadership and and direction to build and 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 of the Company and and of of its subsidiaries both locally and and abroad The general powers of the the Board are conferred in the the Company’s Constitution
Role and Responsibilities
A Board Charter aiming to regulate how business is conducted by by the the Board Board was endorsed by by the the Board Board in May 2018 and shall be be reviewed every five years or as may be be required by law from time time to time time BOARD
OF DIRECTORS
Principles and Methodologies
The Board exercises its its powers and performs its its duties through the following principles and methodologies inter alia:
• the the Chairperson of the the Board shall be a a a a Non-Executive Director • the existence of of an an appropriate balance of of Executive Non- Executive Executive and Independent Non-Executive Directors on on the Board • the creation of Board Committees • the the the adherence to the the the Group’s Code of Ethics and other
governance policies such as the the Share Dealing Policy and the the Conflict of Interest and Related Party Transactions Policy • the the the the approval of of the the the the strategic orientation of of the the the the Group and the the the the monitoring of of of management in in respect of of of the implementation of of of the plans and and strategies and and compliance with set policies • the existence of of clear lines of of responsibility and accountability throughout the the Group and compliance with the the regulatory framework • the the review of of reports in in respect of of the the Group’s internal control systems • the the the approval of of the the the Group’s risk appetite and the the the monitoring of of the risk management framework • the existence of a a a a formal Directors’ remuneration policy and • the provision of accurate information in in a a a a a timely manner to stakeholders 76 - UBP INTEGRATED REPORT 2020 Responsibilities
The key responsibilities as further detailed in in the the Charter pertain to inter alia:
• group’s strategies • risk management and internal control • statement of accountability • accounting and and financial monitoring and and reporting • significant corporate activities and • corporate governance and ethics