enl commercial limited annual report 2011 - Investing In Africa

Corporate Governance Report
(continued)
Attendance of members at the Committee’s meetings was as follows:
13/09/10 15/03/11 10/06/11
Edouard Espitalier-Noël • • •
Hector Espitalier-Noël • •
Gérard Garrioch (Chairman) • • •
The main attributions of the Committee are as follows:
Duties
• Ensure that corporate governance reporting requirements are met.
• Ensure that the company complies with all regulations pertaining to corporate governance.
• Ascertain that potential new Directors are fit and proper and are not disqualified from being Directors.
• Ensure that new Director is fully cognizant of what is expected from a Director.
• Ensure that the right balance of skills, expertise and independence is maintained.
• Pay particular attention to potential conflicts of interest and other ethical problems that could arise in
nominating a Director.
• Review the independence of the independent members of the Board.
• Determine, develop and agree on the Company’s general policy with respect to executive and senior
management remuneration.
Reporting Responsibilities
• Report formally to the Board on its proceedings after each meeting on all matters within its duties and
responsibilities.
• Make recommendations to the Board on any area within its remit where action or improvement is
needed.
The Committee also benefits, at its own instigation, from the collaboration of the internal audit department,
which ensures during its routine audits that all corporate-governance initiatives as proposed by the
committee are properly implemented in the Company’s subsidiaries.
The Corporate Governance Committee has also requested the internal audit department to assess the
compliance of each of the Company’s subsidiaries with the principles of good corporate governance. The
reporting process that has been initiated is being closely monitored in the areas of Board issues, business
ethics, human resources, environment and financial reporting. A follow up report is also made by the Group
Chief Internal Auditor at least once a year.
Audit and Risk Management Committee
Established in the 2004-05 financial year, the Audit and Risk Management Committee is the cornerstone of
the Company’s system of internal controls and risk management.
The Board has delegated its powers on internal control and risk management to the Audit and Risk
Management Committee which reviews the risk philosophy, strategy and policies of the Group. The Board
strongly believes that internal control and risk management to be of paramount importance so that the
activities of the Group are conducted in a suitable and stable environment conducive to growth.
The committee consists of three members and met four times in the year under review. It is chaired by an
independent Director in compliance with the Code of Corporate Governance of Mauritius.
ENL Commercial Limited
Annual Report 2011
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