Annual Report Harel Frère Ltd 2006 - Investing In Africa

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46 corporate governance report Statement of compliance The Report on Corporate Governance for Mauritius, which was published in October 2003, provides that companies listed on the official list of the Stock Exchange of Mauritius, amongst others, shall comply with the provisions of the Code as from the reporting year ended June 30, 2005. The Board of Harel Frères Limited recognizes that the Code is seen as best practice and this report gives detail of how the principles of the Code have been applied within the group. The Board considers that the group has complied in all material respects with the provisions set out in the Code for the reporting year ended December 31, 2006. Holding structure The holding structure of the company is set out hereunder : Substantial shareholders Other than the entities shown in the above holding structure and directors of the company, the following shareholders were directly or indirectly beneficially interested in 5% or more of Harel Frères' share capital at April 30, 2007. Direct Indirect Compagnie Sucrière de Mon Songe Ltée - 11.39% Moulin Cassé Ltée - 12.46% Pershing LLC (foreign investor) 7.37% - Except for Pershing LLC which has no indirect interest, the two other substantial shareholders hold their indirect interest in Harel Frères Limited through one of the members of the controlling shareholder, Société de Nemours. To date, no other entity or individual has reported an interest of 5% or more in the share capital of the company. Société J.T Mallac & Cie Société Hyacinthe Société Monge 33.33% 33.33% 33.33% Société de Nemours Common directors 54.88% 45.12% Harel Frères Limited Others A number of directors are common to the company and the above-mentioned holding entities, as follows: Shareholders agreement To the knowledge of the company, there is no shareholder agreement between its direct shareholders. However, the company is aware of the existence of a Protocole d’Accord between the three members of its controlling shareholder, which governs amongst these members the allocation of seats on the Harel Frères Board. According to the provisions of the said Protocole d’Accord, nine of the thirteen seats on the Harel Frères Board are filled by the controlling shareholder, upon recommendation of the latter’s members. Constitution Holding entities Société de Société J.T. Société Société Directors Nemours Mallac Hyacinthe Monge Philippe de Chasteauneuf x x** Jean Desmarais x x* Jean de Fondaumière Dominique de Froberville x x Alexis Harel x x Henri Harel x x x Joseph Marc Harel x x Guillaume Raffray x** x** Alain Vallet x x *Alternate director **Chairperson The company's Constitution is in conformity with the provisions of the Companies Act 2001 and those of the Listing Rules of The Stock Exchange of Mauritius. Its salient features are : • the company has wide objects and powers, • there are no ownership restrictions or pre-emptive rights attached to the shares, • the company may acquire and own its shares, • shareholders may cast their votes by post, • the Board consists of between three and thirteen directors elected every year, and • the chairperson has a casting vote. Harel Frères Limited Annual Report ‘06
47 corporate governance report (cont'd) Board of directors A unitary Board of thirteen directors is appointed in terms of the Constitution, amongst whom are presently three independent nonexecutive, six nonexecutive and four executive directors. The directors hold office for a one-year period but are eligible for reappointment. The names and profiles of the Board members as well as the directorships held by them in listed companies appear on pages 12 to 15. The directors' interests in the company's securities as at December 31, 2006 are as follows : Ordinary shares Debentures * Direct Indirect Direct Indirect Shares % Usufruct % Shares % Usufruct % Units Units Directors MAYER Cyril - - - - 1,216,772 0.70% 574,320 0.33% 1 - DE CHASTEAUNEUF Philippe - - - - - - - - 1 1 DESMARAIS Jean - - - - 486,080 0.28% 512,060 0.29% - - DE FROBERVILLE Dominique - - - - 266 0.00% - - 1 1 HAREL Alexis 133 0.00% - - 133 0.00% - - 1 1 HAREL Henri 720 0.00% - - - - - - 1 4 HAREL J. Marc 117,279 0.07% 1,176,520 0.68% - - - - - - RAFFRAY Guillaume - - - - - - - - 1 3 VALLET Alain 133 0.00% - - - - - - 1 2 Alternate Directors GUIMBEAU J M Patrick 133 0.00% - - 102,280 0.06% - - 1 1 HARDY Jean Pierre 1,333 0.00% - - - - - - 1 4 MALLAC SIM Armelle 1,000,060 0.58% 1,375,960 0.79% 3,178,598 1.83% 4,127,880 2.37% 1 1 TOTAL ISSUED SHARES : 173,834,000 no par value shares *: Redeemed on January 28, 2007. None of the directors hold any interest in subsidiaries. The directors abide by the principles enunciated in the Model Code on Securities Transactions by Directors, as shown in Appendix 6 of the Mauritius Stock Exchange Listing Rules. During the year under review, no company securities were transacted by the directors during their tenure of office. The Board as a whole is ultimately responsible and accountable for the affairs and overall performance of the group. It must ensure that proper systems and controls are in place to protect the group's assets and its good reputation. Having regard to recommendations made by management, the Board makes strategic choices and identifies key risk areas, monitors and evaluates the implementation of policies and business plans and approves the company's capital expenditure, investments and operating budgets. Other specific responsibilities are delegated to Board Committees, notably the Audit and Corporate Governance Committees, which operate within clearly defined terms of reference, reporting regularly to the Board. Information on these Committees is given below. Senior group executives below Board level are invited, when appropriate, to attend Board meetings and make presentations on the strategies and projects of their business units. Outside consultants are also invited to attend Board meetings when necessary. The Board met eight times during the year and the individual attendance by directors is detailed on page 49. Harel Frères Limited Annual Report ‘06
Page 1 and 2: harel frères limited annual report
Page 3 and 4: 0 administration Registered office
Page 5 and 6: 0 group structure (cont'd) Commerci
Page 7 and 8: 0 financial highlights (cont'd) ear
Page 9 and 10: 0 share analysis (cont'd) Stock Exc
Page 11 and 12: 11 group value added chart year end
Page 13 and 14: 13 board profile Jean Hugues Maigro
Page 15 and 16: 15 board profile (cont'd) Joseph Ma
Page 17 and 18: 17 management Head office : Sugar e
Page 19 and 20: 19 management profile (cont'd) Stee
Page 21: 21 chairperson's statement (cont'd)
Page 24 and 25: 24 managing director’s review of
Page 26 and 27: managing director’s 26 review of
Page 28: energy
Page 31: 31 managing director’s review of
Page 39 and 40: property management & construction
Page 41: 41 managing director’s review of
Page 48 and 49: 48 corporate governance report (con
Page 50 and 51: 50 corporate governance report (con
Page 52 and 53: 52 corporate citizenship The Harel
Page 54 and 55: 54 statement of directors' responsi
Page 56 and 57: 56 statutory disclosures (pursuant
Page 58 and 59: alance sheets 58 december 31, 2006
Page 60 and 61: 60 statement of changes in equity y
Page 62 and 63: 62 statement of changes in equity y
Page 64 and 65: 64 cash flow statements year ended
Page 66 and 67: 66 notes to the financial statement
Page 68 and 69: notes to the financial statements 6
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notes to the financial statements 9
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directors of subsidiary companies 1
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proxy / casting postal vote form ha
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Annual Report Harel Frère Ltd 2006 - Investing In Africa

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