Annual Report Harel Frère Ltd 2006 - Investing In Africa

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48 corporate governance report (cont'd) Group company secretary Directors have direct access to the advice and services of officials of the secretary company, HF Administrative Services Ltd, which are responsible for ensuring that Board procedures are followed. They also ensure that newly appointed directors are made aware of their fiduciary duties and responsibilities and prepares an induction programme in order for them to be immediately familiar with group's operations, business environment and senior management. Board Committees Audit Committee Members : Jocelyn de Chasteauneuf Philippe de Chasteauneuf Jacques de Navacelle Chairperson Member Member The three members of the Audit Committee are nonexecutive directors while the Chairperson is also an independent director. The Committee operates under a formally appointed charter modelled closely on the Code provisions. It is primarily responsible for maintaining an appropriate relationship with the group's external auditors, reviewing internal financial controls and the audit process. Its main objective is to provide the directors with additional assurance regarding the quality and reliability of the financial information used by them and to assist them in properly discharging their duties. The Committee reviews the objectivity and independence of the external auditors and also considers the scope of their work and fees paid for audit and non audit work. External and internal auditors have unrestricted access to the Committee. The three members of this Committee are nonexecutive directors, and it is chaired by the company's Chairperson, who is an independent director. The Committee's functions are threefold : • In its role as Remuneration Committee, its terms of reference include inter alia the development of the group's general policy on executive and senior management remuneration as well as the determination of both specific remuneration packages and performance measurement criteria for executive directors. It also makes recommendations concerning the level of directors' fees. • In its role as Nomination Committee, it regularly reviews Board structure, size and composition and makes recommendations to the Board on Board appointments. • The Committee has the further responsibility of implementing the Code of Corporate Governance for Mauritius throughout the group and of ensuring that the reporting requirements on corporate governance are made in accordance with the principles enunciated in such Code. The Corporate Governance Committee met four times during the year and the attendance of individual directors at these meetings is detailed in the table set out on page 49. During the year, the Committee completed an evaluation process of the Board's performance as a whole. The results were reviewed by the Board and confirmed that, generally, the Board functioned well, with a satisfactory and effective contribution from directors. Upon the recommendation of the Corporate Governance Committee, a Directors and Officers Liability insurance policy was contracted during the year. The Audit Committee met seven times and has satisfied its responsibilities for the year, in compliance with its terms of reference. Individual attendance by directors is set out on page 49. Corporate Governance Committee Members : Jean Hugues Maigrot Jean de Fondaumière Jacques de Navacelle (Cyril Mayer) Chairperson Member Member (In attendance) Harel Frères Limited Annual Report ‘06
49 corporate governance report (cont'd) Board and Committee attendance The attendance of directors at Board and Committee meetings is set out below. Corporate Board Governance Audit No. of meetings 8 4 7 Directors Jocelyn de Chasteauneuf 8/8 - 7/7 Philippe de Chasteauneuf 8/8 - 7/7 Jean Desmarais 8/8 - - Jean de Fondaumière 7/8 2/4 - Dominique de Froberville 7/8 - - Alexis Harel 8/8 - - Henri Harel 7/8 - - Joseph Marc Harel 1/1 - - Jean Hugues Maigrot 8/8 4/4 - Cyril Mayer 8/8 4/4 - Jacques de Navacelle 8/8 4/4 6/7 Charles Edouard Piat 1/4 - - Guillaume Raffray 7/8 - - Alain Vallet 8/8 - - Internal Audit Mission and scope of work The mission of the internal audit is to provide independent, objective assurance services designed to add value and improve the company’s operations. The scope of the internal audit function is to assist the Board of directors and management to maintain and improve the process by which risks are identified and managed and to help the Board to discharge its responsibilities to maintain and strengthen the internal control framework. The internal audit function is performed by Messrs Ernst & Young, Public Accountants. Reporting The internal auditors have a direct reporting line to the Audit Committee and maintain an open and constructive communication with executive management. They also have direct access to the chairpersons of the Committees and of the Board. This reporting structure allows the internal auditors to remain independent and report all items of significance to the Board and the Audit Committee. Internal audit coverage The internal audit plan, which is approved by the Audit Committee, is based on the principles of risk management to align coverage and effort with the degree of risk attributable to the areas audited. The internal auditor performed six audit visits for the group during the financial year 2006. The visits were performed according to the audit plan which was approved by the Audit Committee in December 2005. Proposed recommendations in respect of issues identified were discussed with management and the final internal audit reports were submitted to the Audit Committee. The audit team focused on the risks areas identified as significant during a risk self assessment exercise which was undertaken in October 2005. The risks identified are regrouped under the following headings: 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 46 and 47: 46 corporate governance report Stat
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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notes to the financial statements 1
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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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