Page 83 - UBP - IR2020

CORPORATE GOVERNANCE
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 Committee and the Risk Monitoring Committee Committee tasked with providing a a a 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 be reviewed as may be be required by law from time time to time 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 the principles of the the Code are applied The Corporate Governance Committee is also responsible for Nomination and and Remuneration aspects and and its functions are as as follows:
• In its role as Nomination Committee it it it reviews the structure size and composition of the the Board it it ensures the the right balance of independence skills and expertise on the Board it assesses and and evaluates the role and and independence of each current and and potential Director and and makes recommendations to to the the Board on on on the the election election and and re-election of Directors and and on on matters relevant to succession planning • In its its role as Remuneration Committee its its terms of reference include inter alia the the development of the the Group’s general policy on on senior management remuneration including the definition of performance measurement criteria and specific remuneration packages for Executive Directors and senior management and the the making of recommendations to the the Board on on all aspects of remuneration The Committee confirms that it it it 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 a majority of Non-Executive Directors The Committee is constituted as follows:
3 Minimum members Joël Harel (Chairman) Marc Freismuth (Member) Thierry Lagesse (Member) The Chairman as as well as as the the other members are Non-Executive Directors The Committee met four times during FY2020 to inter alia :
• determine discuss and approve the the remuneration of the 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 a a a a Board evaluation exercise and • recommend the the review of the the Corporate Governance Committee Charter Attendance
The attendance record of Committee meetings for the year under review is as shown on page 86 A quorum of two members is currently required for a a a Corporate Governance Committee meeting The two Executive Directors are in in attendance at at almost all meetings of the Committee Remuneration The remuneration of of of the the Chairman and of of of each member of of of the the Corporate Governance Committee for the year ended June 30 2020 amounted to Rs Rs 100 100 000 000 (2019: Rs Rs 100 100 000) and Rs Rs 75 75 000 000 (2019: Rs Rs 75 75 000) respectively UBP INTEGRATED REPORT 2020 - 83
FINANCIAL CAPITAL CORPORATE MANAGEMENT STATEMENTS REPORTS GOVERNANCE
APPROACH
ABOUT US INTRODUCTION