enl commercial limited annual report 2011 - Investing In Africa

Corporate Governance Report
(continued)
Material Clauses of the Company’s Constitution
In 2007, the shareholders adopted a new Constitution, in compliance with the provisions of The Companies
Act 2001 and the Listing Rules of the Stock Exchange of Mauritius Limited.
The salient features of ENL Commercial’s constitution are as follows:
• Fully paid up shares are freely transferable;
• The Company may acquire and hold its own shares;
• A special meeting of shareholders may be called by the Board and shall be so called on the written
request of shareholders holding shares carrying together not less than five percent (5%) of the voting
rights entitled to be exercised on the issue;
• Proceedings of shareholder’s meeting are governed by the fifth schedule of the Companies Act 2001;
• A director is not required to hold shares in the Company;
• A quorum for a meeting of the Board is three directors.
Shareholders’ Agreement affecting the Governance of the Company by the Board
The Directors confirm that, to the best of their knowledge, they are not aware of the existence of any such
agreement during the year under review.
Contracts of Significance between the Company and its Substantial Shareholders
The Company has renewed its contractual agreement with ENL Limited, its holding company, for the
provision of management and secretarial services. The new contract provides for ENL Limited to be
remunerated at a flat rate of Rs 5,000,000 (exclusive of Value Added Tax) per year.
Furthermore, the Company’s operating subsidiaries also have a management contract with ENL Limited
for the provision of management and secretarial services. The remuneration of ENL Limited in these cases
consists of a fixed fee as well as an incentive fee of 5% of the respective subsidiary’s profit after tax,
exclusive of value added tax.
Profile of the Senior Management Team
The profile of the Senior Management Team of ENL Commercial is as follows:
Eric Espitalier-Noël
Chief Executive Officer- ENL Commercial Limited
(Please refer to Directors’ profile section)
Olivier Lagesse
Chief Operating Officer - ENL Commercial Limited
Degree in IT & Social Sciences - Montpellier University - France
Previous experience with TSI - Portfolio Investment Managers
Joined ENL in 1996
ENL Commercial Limited
Annual Report 2011
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