Corporate Governance Report - The United Basalt Products Ltd

Corporate Governance Report (continued)
Category of shareholders Number of Number of Percentage
shareholders shares owned (%)
Individuals 1,554 6,991,517 31.65
Insurance and assurance companies 15 1,708,993 7.74
Pension and provident funds 39 2,399,210 10.86
Investment and trust companies 38 8,008,853 36.25
Other corporate bodies 100 2,983,129 13.50
Total 1,74 22,091,702 100.00
Share Price Information
Please refer to Financial Highlights on page 8 and 9 for indicators and share price movements.
At time of writing the share of the Company is quoted at Rs 42.00 on the Stock Exchange with a Price Earnings Ratio
(PER) of 24.56, a Dividend Yield of 3.57% and a Price to Net Assets Value (NAV) of 0.61.
Dividend Policy
Dividends are paid once yearly in June subject to the solvency test. The dividend declared is based on the Company’s
performance, the capital expenditure and the debt servicing requirements, the investment needs and the market
conditions. In so doing, the Board of Directors attempts to distribute a yearly dividend which, under normal circumstances,
should remain sustainable in the medium to long term.
Important Events
Declaration of dividend : May
Payment of dividend : June
Financial year end : June
Annual Meeting of shareholders : December
Directors
The Company has a unitary Board composed of ten Directors with an adequate mix of executive, non-executive and
independent non-executive Directors. According to the Constitution, the Board shall consist of a minimum of seven
and a maximum of fifteen Directors. A quorum of five Directors is required for Board meetings.
The Directors’ and alternate Directors’ category, other directorships in listed companies and interests in the shares of
the Company were as follows :
Category Other June 30, 2007 June 0, 200
Directorships No. of ordinary shares No. of ordinary shares
Direct Indirect Direct Indirect
Thierry Lagesse - Chairman NICB 6 9 0 20,077 930 20,077
Jean Paul Adam C.B.E. NED - 4 ,002 , 47 51,002 53,082
François Boullé INED - - 9, 7 - -
Marc Freismuth INED 1 - - - -
Jean Giraud INED - ,07 - 5,075 -
Jean Michel Giraud ED - 2, 47 2,10 2,047 2,105
Joël Harel INED - - - - -
J. Cyril Lagesse NED 6 742 - 742 -
Alternate - Arnaud Lagesse NED 5 - 2 , - 23,655
Raymond Lagesse INED - 19, 07 2, 00 1,200 -
E. Jean Mamet INED 2 - 1, 00 - 1,500
ED – Executive Director
NED – Non-Executive Director
INED – Independent Non-Executive Director
NICB – Non-Independent Chairman of the Board
None of the Directors of the Company have a direct interest in the shares of the subsidiary companies.
The Directors ensure that they follow the principles of the model code on securities transactions by Directors as detailed
in Appendix 6 of the Mauritius Stock Exchange Listing Rules. Details of Directors’ dealings in shares of the Company
are as depicted on the table above.
Board Committees
Audit Committee
Chairman : E. Jean Mamet
Members : François Boullé
Joël Harel
The Audit Committee Charter was approved by the Board of Directors on May 20, 2005. The main duty of the
committee is to approve the financial statements before submission to the Board of Directors. The Audit Committee also
assists the Board of Directors in carrying out its responsibilities relating to internal control systems and procedures. The
committee also monitors the role and scope of work of internal and external auditors, including the identification of any
risk areas, and ensure compliance with legal and regulatory provisions and the articles of association. The committee
met nine times this year, mainly to review all published financial statements, to fix the terms of reference of the internal
auditor of Marbella Espace Maison Ltée, to review the reports of both internal and external auditors and to assess and
make recommendations to the Board on auditors’ remuneration.
1 ANNUAL REPORT 2007
ANNUAL REPORT 2007
17