NPFL Ltd. Board Charter
1. PREAMBLE
1.1 Complementary to Law and Articles
The Board Charter sets out the objectives, roles and responsibilities of the Board of Directors of the National Property Fund Ltd (hereinafter referred as ‘NPFL’ or ‘the Company’). This Charter should be read in conjunction with the Company’s Constitution, the Mauritian Laws and Regulations, which shall prevail over this Charter.
1.2 Charter on Website
This Charter will be posted on the Company's website.
2. COMPOSITION OF THE BOARD, POSITIONS, COMMITTEES
2.1 Board Profile, Size, Expertise and Independence
(a) Board Profile
The Board, in consultation with the Corporate Governance Committee, shall prepare the profile of its size and composition, considering the nature of the Company's business and the desired expertise and background of Board Members (the 'Board Profile').
(b) Appointment of Directors and quorum
The Directors of the Company shall be such person or persons as may be appointed from time to time by Ordinary Resolution or by notice to the Company signed by the holder or holders for the time being of the majority of the shares, which carry voting rights. The quorum for a meeting of the Board shall be majority of the Directors in office.
(c) General Composition
The Board shall use its best efforts to ensure that:
(i) Its members are able to act independently of one another;
(ii) They are in a position to assess the broad outline of the Company’s overall position;
(iii) Each Board Member has sufficient expertise to perform his or her role as a Board Member;
(v) At least one Board Member is fully conversant, has wide knowledge and experience in industrial, commercial or financial, property or real estate operations that are directly or indirectly related to the BAI scandal, including repayment of Super Cash Back Gold (SCBG) policyholders and Bramer Asset Management Ltd (BAML) investors (victims of the BAI scandal);
(vi) No less than two Members of the Board shall be independent as defined in Section 2.1(d) below.
(d) Independence
An independent director is a Board Member who:
(i) has not been an employee of the Company or the group for the past three years;
(ii) has not, or has not had in the past three years, a material business relationship with the Company either directly or as a partner, shareholder, director or senior employee of a body that has such a relationship with the Company;
(iii) has not received, or does not receive, additional remuneration from the Company apart from a director's fee or as a member of the Company's pension scheme;
(iv) is not a nominated director representing a significant shareholder.;
(v) does not have close family ties with any of the Company’s advisers, directors or senior employees;
(vi) does not have cross directorships, nor significant links with other directors, through involvement in other companies or bodies; and
(vii) has not served on the Board for more than nine years from the date of their first election.
2.2 (Re) Appointment; Term of Office
(a) Election by Shareholders
The Board of Directors shall be appointed by the Shareholders at the Annual Meeting of the Company or at such other time as may be deemed appropriate. All Board Members shall either hold office until the next annual meeting at which they may offer themselves for re-election or otherwise, as decided by the shareholders.
2.3 Chairperson
(a) Election
The Board shall elect a Chairperson amongst its Members. Board meetings are presided over by the Chairperson of the Board. In the absence of the Chairperson, the Board Directors may elect one of the Directors present at the meeting to preside over the meeting.
(b) Duties
The Chairperson of the Board shall primarily be responsible for the activities of the Board and its committees. The Chairperson of the Board shall act as spokesperson for the Board and shall be the principal Board contact for the Chief Executive Officer. The Chairperson and the Chief Executive Officer of the Board shall meet regularly. The Chairperson of the Board and the Chief Executive Officer shall preside over the meetings of shareholders.
(c) Responsibilities
The Chairperson shall ensure that:
(i) the Board fulfills its duties;
(ii) Board Members, when appointed, do receive an induction pack and, if needed, be provided with training programs;
(iii) Members receive all the information necessary for them to perform their duties;
(iv) the agenda of Board meetings are determined;
(v) the Board meetings are chaired in an effective manner;
(vi) the Board has sufficient time for deliberation and decision-making;
(vii) minutes of Board and committee meetings are properly recorded and maintained;
(viii) the committees function properly;
(ix) consultations are held with external advisors appointed by the Board;
(x) the performance of Board Members is evaluated regularly;
(xi) problems related to the performance of individual Board Members are addressed;
(xiii) internal disputes and conflicts of interest concerning individual Board Members, including the possible resignation of such Members as a result thereof, are addressed; and
(xiv) the Board has proper contact with the executive team.
2.4 Company Secretary
(a) General Access
The Company Secretary shall be available to Board Members for any advice required.
(b) Responsibilities
The Company Secretary shall see to it that the Board follows correct procedures and that the Board meets its obligations under law and the Company’s constitution. The Company Secretary shall assist the Chairperson of the Board to organize the Board's activities (including provision of information, preparation of an agenda, report of meetings and evaluation).
2.5 Committees
(a) Establishment of Committees
The Board may appoint committees from among its Members to perform specific tasks and determine their membership under the corporate governance structure. The Board shall establish, as a minimum, an Audit & Risk Committee and a Corporate Governance Committee.
(b) Board Responsibility for Committee Action
The Board shall be collectively responsible for the decisions and actions taken by the committees. A committee may only perform the tasks delegated to it by the Board and shall not exceed the authority or powers of the Board as a whole. Decisions that, by law, must be taken by the Board may not be delegated to a committee.
(c) Committee Reporting
The committees shall promptly inform the Board of the actions they have taken as well as of any major developments of which they become aware. Each Board Member will have unrestricted access to all records of the committee meetings. The Board shall, as set forth in the charter of the committee concerned, receive a report from the committee describing its actions and findings.
(d) Committee Charters
The Board shall establish (and may amend) charters for each committee. The charters shall specify the role and responsibilities of the committee, its composition and the manner in which it should perform its duties.
(e) Website Disclosure
The charters and the composition of the committees shall be posted on the Company’s website.
3. DUTIES AND POWERS OF THE BOARD
3.1 General Duties and Powers
(a) General Responsibilities
The Board as a whole shall be responsible for the supervision and oversight of the general business of the Company. The Board shall, in relation to its duties and responsibilities, oversee but not restrict itself to the following areas:-
(i) Strategy;
(ii) Risk Management and controls;
(iii) Financial Management and Financial Reporting;
(iv) Shareholders and Stakeholders interests;
(v) Performance Review; and
(vi) Compliance with Statutory and Regulatory requirements.
(b) The Board acts in the Interest of the Company
The Board shall act in good faith and in the best interests of the Company. Board Members shall undertake their responsibilities with due diligence, care, honesty and integrity at all times, in compliance with law and the highest standards of Corporate Governance and ethical conduct.
(c) Performance Standards
The Board is responsible for ensuring the standard of its own performance.
(d) Action in Concert
To the extent possible and remaining within the limit of their individual responsibilities as Board Members, they shall act and speak in concert with respect to important affairs and matters of principle.
(e) Provision on Information
The Chairperson, the Chief Executive Officer and the Company Secretary shall see to it that the management provides, in a timely manner, to the Board and its committees with information they need to function properly.
(h) Use of Experts
The Board may have recourse to the services of experts for advice or assurance, the cost of which shall be agreed in advance by the Board and paid by the Company. A Board Member may rely upon the advice of a relevant expert so long as the Member has no reason to question the expert's report or conclusion.
3.2 Duties Regarding the Supervision of Management
(a) Nature of Supervision
In supervising management, the Board shall consider:
(i) the achievement of the Company’s objectives;
(ii) the strategy and risks inherent in the Company’s activities;
(iii) the structure and operation of the internal risk management, and audit and control systems;
(iv) the financial reporting process;
(v) compliance with law and regulations; and
(vi) any other matters the law requires the Board to consider.
(b) Financial Reporting
The Board shall, in consultation with the Audit and Risk Committee, supervise the Company's financial reporting. The Board shall ensure compliance with procedures for the preparation and publication of the Annual Report and Accounts, the quarterly and semi-annual financial reports (if any) and the internal control, risk management and audit mechanisms for external financial reporting.
(c) Annual Risk Review
At least once a year, the Board shall discuss the Company’s strategy and business risks, the management's assessment of the internal risk management and control systems, and any
significant changes to such systems.
3.3 Duties Regarding the Members and the Performance of the Board
(a) Duties Regarding Board
The duties of the Board in relation to the Members of the Board include:
(i) The appointment of a Chairperson, the establishment of committees and defining their role, the evaluation of the performance of Board, its individual Members and its committees (including an evaluation of the Board profile and the induction, education and training program); the approval of other positions of Board Members to the extent required under this Charter; and
(ii) addressing any conflict of interest issues between the organisation and Members of the Board.
(b) Board Assessment
At least once a year, the Board shall evaluate its own activities and those of its individual Members, the effectiveness of such activities, and competence of the Board and its committees.
4. Relations with Shareholders and other Stakeholders
(a) Shareholders’ Meeting; Record Date; Venue
The Board shall determine the date and place of any meeting of shareholders and date for the exercise of any voting. The Board shall use its best efforts to provide shareholders with all information necessary or requested for the shareholders to properly act at the meeting of shareholders.
(b) Attendance by Board Members
The Chairperson shall ensure that (unless there are important reasons) all Members of the Board attend the meetings of shareholders.
(c) Disclosure of Resolutions
A resolution of the meeting of shareholders shall be publicly disclosed only through a statement from the Chairperson of the Board or the Company Secretary.
(d) Other Stakeholders Interests
In discharging its duties, the Board shall consider optimizing stakeholders’ value. The Board shall ensure that the Company is governed in a transparent manner through accurate and timely information to its stakeholders through its annual report or otherwise.
5. BOARD MEETINGS; DECISION-MAKING
5.1 Frequency, Notice, Agenda and Venue of Meetings
(a) Frequency
The Board shall meet as often as necessary, but not less than four times a year.
(b) Notice and Agenda
Meetings of the Board shall be called by the Chairperson. Save in urgent cases, as determined by the Chairperson, the agenda for a meeting shall be sent to all Board Members at least five calendar days before the meeting. To the extent possible, for each item of the agenda, an explanation in writing shall be provided and related documentation attached. The Chairperson shall consult the Chief Executive Officer prior to convening the meeting on the content of the agenda.
(c) Venue
Board meetings are generally held at the place of business of the Company. Where personal attendance of some or all of the Directors is not possible, meetings of the Board may be held by audio conference and/or video call/video conference.
5.2 Attendance of and Admittance to Meetings
(a) Attendance by the Chief Executive Officer
The Chief Executive Officer shall be in attendance at Board meetings with no voting right. If requested by the Board, other NPFL executives/ Managers/ Officers shall also attend meetings of the Board in whole or in part.
(c) Undue Absence
If a Board Member is frequently absent from Board meetings, he/she shall be required to explain such absences to the Chairperson.
(d) Attendance by Non-Members
The admission to a meeting of persons other than Board Members, the Chief Executive Officer, the Company Secretary and (if invited) other executives, shall be decided by the Board.
5.3 Decision-Making within the Board
(a) Preference for Unanimity
Board Members shall try to unanimously adopt resolutions. Dissenting opinions shall be recorded in the minutes when unanimity cannot be reached.
(b) Individual Vote
Each Board Member has the right to cast one vote.
(c) Majority Vote; Quorum
All resolutions of the Board are adopted by a majority of the votes cast. In the event of a tie, the Chairperson of the Board has the deciding vote. At a meeting, the Board may pass resolutions only if the quorum is present.
(d) Proceedings of the Board
The Directors meetings and the proceedings of Directors shall be conducted in accordance with the Eighth Schedule of the Companies Act 2001. Notwithstanding the provisions in the Eight Schedule, the Board may regulate its own procedure as deemed appropriate.
(e) Written Resolutions
Board resolutions may also be adopted in writing, provided the proposal concerned is submitted to all Board Members entitled to receive notice of meeting and none of them objects to this form of adoption. Decisions taken by way of written resolutions shall either be signed by all Board Members or approved by them through electronic means such as fascimile, electronic mail or other similar means of communication.
(f) Minutes
Minutes shall be drawn up for every Board meeting and signed by the Chairperson. The minutes of Board Meetings and the resolutions in writing must be added to the Company’s records. Each member of the Board is entitled to a copy of the minutes and the resolutions in writing.
(g) Certification of Resolutions
A resolution adopted by the Board shall be publicly disclosed to relevant stakeholders only through a statement from the Chairperson of the Board or the Company Secretary.
6. OTHER PROVISIONS
6.1. Conflicts of Interest of Board Members
(a) Duty to Disclose
The personal interests of a Board Member, or persons closely associated with him/her, must not take precedence over those of the Company.
A Board Member shall immediately disclose to the Board any conflict of interest or potential conflict of interest and shall provide all relevant information, including information concerning persons closely associated with him/her and cause same to be entered in the Interest Register.
(c) Abstention by Conflicted Party
A Board Member shall not take part in any discussion or decision-making regarding any subject or transaction in which he/she has a conflict of interest with the organization.
(d) Requirements to Approve Conflicts of Interest
All transactions in which there are conflicts of interest with Board Members shall be agreed on terms that are customary for arm's-length transactions in the organisation's business. Decisions to enter into transactions in which there are conflicts of interest with Board Members require the approval of the Board.
6.2 Compensation of Board Members
(a) Approval by General Meeting
The compensation of the Board Members is determined by the shareholders.
(b) Reimbursement of Costs
Apart from their compensation, Board Members shall be reimbursed for all reasonable costs incurred in connection with their attendance of meetings.
(c) Loans and Guarantees
The Company do not grant personal loans, guarantees or the like to Board Members, save as part of its usual business operations.
6.3 Induction Program
Upon his or her election, each Board Member shall, as far as possible and/or practicable, participate in an induction program.
6.4 Confidentiality
(a) Duty to Keep Information Confidential
Unless required to do so by law, no Board Member shall, during his or her Membership of the Board or afterwards, disclose any information of a confidential nature regarding the business of the Company and/or any companies in which it holds a stake, that came to his or her knowledge in the capacity of his or her work for the organisation and which he/she knows or should know to be of a confidential nature. A Board Member shall not use such confidential information for his or her personal benefit.
(b) Notice of Disclosure
If a Board Member intends to disclose to third parties information which he/she has become aware of in his or her duties and which may be confidential, he/she must inform the Chairperson of his or her intent and the identity of the person who is to receive the information with sufficient notice for the Chairperson to assess the situation and advise the Board Member.
6.5 Miscellaneous
(a) Acceptance by Board Members
Anyone who is appointed a Board Member must, upon assuming office, declare in writing to the Company that he/she accepts and agrees to comply with the provisions of this Charter.
(b) Amendment
This Charter may be amended by the Board at its sole discretion.