Corporate Governance Report - The United Basalt Products Ltd

Corporate Governance
Report (continued)
Board Committees
In order to fulfil its obligations and duties, the Board has delegated certain responsibilities to Board Committees to
ensure full review of specific matters. A Corporate Governance Committee and an Audit Committee were set up with
clearly defined terms of reference. These Board Committees report to the Board on their activities and recommend
specific matters to the Board for its approval.
Corporate Governance Committee
Chairman : Thierry Lagesse
Members : Marc Freismuth
Joël Harel
The Corporate Governance Committee is also responsible for Nomination and Remuneration aspects of the Code. Its
main duties are to determine the policy on Corporate Governance in accordance with the principles of the Code of
Corporate Governance, to advise and make recommendations to the Board of Directors on all aspects of Corporate
Governance and to report thereon. The committee met once during this financial year.
The remuneration of the Chairman and of each member of the committee for the year ended June 30, 2008 amounted
to Rs 5,000.
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 ensures compliance with legal and regulatory provisions and the articles of association. The committee
met four times this year, mainly to review all published financial statements, to review the reports of both internal and
external auditors and to assess and make recommendations to the Board on auditors’ remuneration.
The remuneration of the Chairman and of each member of the committee for the year ended June 30, 2008 amounted
to Rs 60,000 and Rs 40,000 respectively.
Meetings Attendance Board Corporate Audit
Governance Committee
Committee
Thierry Lagesse 7 out of 7 1 out of 1 -
Jean Paul Adam C.B.E. * 2 out of 3 - -
François Boullé 6 out of 7 - 4 out of 4
Marc Freismuth 7 out of 7 1 out of 1 -
Jean Giraud 0 out of 7 - -
Jean Michel Giraud 7 out of 7 - -
Joël Harel 6 out of 7 1 out of 1 4 out of 4
J. Cyril Lagesse 5 out of 7 - -
Raymond Lagesse 7 out of 7 - -
Jean Claude Maingard * 4 out of 4 - -
E. Jean Mamet 5 out of 7 - 4 out of 4
* Mr Jean Claude Maingard was appointed as Director on November 19, 2007 in replacement of Mr Jean Paul Adam
who resigned in October 2007, effective as from after the last Annual Meeting held on December 21, 2007.
Remuneration Philosophy Statement
The Corporate Governance Committee has been delegated to act as Nomination and Remuneration Committee. As
such it is responsible for making recommendations with regard to determining and developing the Company’s general
policy on executive and senior management remuneration, determining specific remuneration packages for Executive
Directors of the Company and the level of remuneration of Non-executive Directors, taking into consideration the
market trend and the Group’s performance.
Please refer to Other Statutory Disclosures on page 22 for a table of total emoluments and benefits received by the
Directors from the Company and subsidiary companies.
Related Party Transactions
Please refer to note 28 on page 61 – Notes to the Financial Statements.
Employee Share Option Plan
The Company does not have any Employee Share Option Plan.
Key Risks Identification and Management
The Directors are ultimately responsible for the adequacy and effectiveness of the internal control system to ensure
that the Company carries on its activities in an orderly manner and in minimisation of all potential risks. In so doing,
the Board relies on the internal audit function to report on any weaknesses and recommendations thereon. Regular
internal audit visits were conducted and reported to the Audit Committee, and ultimately to the Board of Directors,
the objective being to ensure the effective and efficient use of available resources and ascertaining the accuracy of
information used in the preparation of financial statements.
Financial Risks
Please refer to note 3 on pages 45 to 47 – Notes to the Financial Statements
Social, Ethical, Safety, Health and Environmental Policies and Practices
The policies and practices of the Company in terms of social aid comprise of financial assistance to various school projects,
sport federations and sponsorships to children of employees for school and tertiary training courses. As such, the André
Bazerque primary school at Camp-Levieux, being part of the ‘Zones d’Education Prioritaire’ (ZEP), has been sponsored
for the last five years. Marbella Espace Maison Ltée, via its personnel, is also engaged in a social aid programme aimed
at sponsoring various projects in the vicinity of each of our Espace Maison retail stores. Espace Jardin and Cie de Gros
Cailloux Ltée has launched a campaign in collaboration with the ‘Mauritian Wildlife Foundation’ in view of protecting
the endemic plants of Mauritius and financially assisting the Foundation.
In terms of safety, health and environmental issues, our policy is to ensure that our production plants are equipped
to run in such a way as to minimise causing damage to the environment and neighbourhoods. As regards the health
and safety of our employees, a department was created to increase the awareness of employees on security and health
issues by insisting on the use of protective clothing and accessories.
Donations
Please refer to Other Statutory Disclosures on page 23 for details of donations made during the year.
Christophe Quevauvilliers
Company Secretary
September 24, 2008
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