Corporate Governance Report - The United Basalt Products Ltd

Other Statutory
Disclosures (continued)
Directors’ Remuneration
Total remuneration and benefits received by the Directors from the Company and its subsidiary companies were as follows:
2008 2007
Executive Non-Executive Executive Non-Executive
Rs’000 Rs’000 Rs’000 Rs’000
The Company 6,894 1,134 4,578 1,134
Subsidiary Companies:
Sainte Marie Crushing Plant Ltd - 120 - 96
Welcome Industries Ltd - - - -
Marbella Espace Maison Ltée - - - -
Marbella Ltd - - - -
Land Reclamation Ltd - - - -
Stone & Bricks Co. Ltd - - - -
The Stone Masters Co. Ltd - - - -
UBP International Ltd - - - -
UBP Madagascar - - - -
United Granite Products (Pvt.) Ltd - - - -
Compagnie de Gros Cailloux Ltée - - - -
Pricom Ltd - - - -
Directors’ and Senior Officers’ Interests in Shares
The Directors’, alternate Directors’ and Senior Officers’ interests in the ordinary shares of the Company at June 30,
2008 were as follows:
Category June 30, 2008 June 30, 2007
no. of ordinary shares No. of ordinary shares
Direct indirect Direct Indirect
Directors
Thierry Lagesse - Chairman NICB 930 150,077 930 20,077
François Boullé INED - 39,673 - 39,673
Marc Freismuth INED - - - -
Jean Giraud INED 5,075 - 5,075 -
Jean Michel Giraud ED 2,987 2,105 2,547 2,105
Joël Harel INED - - - -
J. Cyril Lagesse NED 742 - 742 -
Raymond Lagesse INED - - 19,507 32,500
Jean Claude Maingard NED - - N/A N/A
E. Jean Mamet INED - 1,500 - 1,500
Alternate Directors
Arnaud Lagesse NED - 7,877 - 23,655
Senior Officers
Rémi de Gersigny * - - - -
Christophe Quevauvilliers ** 500 - - -
■ ED – Executive Director ■ NED – Non-Executive Director
■ INED – Independent Non-Executive Director ■ NICB – Non-Independent Chairman of the Board
* Mr Rémi de Gersigny is the Operations and Project Manager.
** Mr Christophe Quevauvilliers is the Finance Manager and Company Secretary.
None of the Directors, alternate Directors and Senior Officers of the Company had an interest in the shares of the
subsidiary companies.
Directors’ Service Contracts
Except for Mr Jean Michel Giraud who has a contract of employment with the Company, there are no service contracts
between the Company and any of the Directors.
Directors’ and Officers’ Insurance and Indemnification
The Directors and Officers of the Company benefit from an indemnity insurance cover for liabilities incurred while
performing their duties, to the extent permitted by law.
Statement of Directors’ Responsibilities
in respect of the preparation of financial statements and internal control.
The Directors are responsible for the proper maintenance of accounting records which disclose at any time, and with reasonable
accuracy, the financial position of the Group and the Company. They are also responsible for safeguarding the assets of the
Group and the Company and for taking reasonable steps to prevent and detect any fraud and other irregularities.
The Directors are also responsible for the preparation and presentation of financial statements for each financial year,
and in so doing they are required to:
■ select and apply consistently suitable accounting policies
■ comply with the provisions of the Companies Act 2001 and the International Financial Reporting Standards (IFRS),
and to explain any departure therefrom
■ use the going-concern basis wherever appropriate
The Directors acknowledge that they have exercised their responsibilities as described above for the financial year under review
and report that nothing has been brought to their attention which could indicate any material breakdown in the internal
control systems and cause a material impact on the trading and financial position of the Group and the Company.
Shareholders
Substantial Shareholders
Shareholders holding more than 5% of the share capital of the Company at June 30, 2008 were as follows:
Shareholders Number of shares % Holding
Compagnie d’Investissement et de Développement Ltée 5,140,206 23.26
Forward Investment and Development Enterprises Ltd 2,088,318 9.45
Except for the above, no person had any material interest of 5% or more in the ordinary share capital of the Company.
Contracts of Significance
No Director or any substantial shareholder were materially interested, either directly or indirectly, in a contract of
significance entered into by the Company or its subsidiaries.
Donations
The Company and its subsidiary companies have donated Rs 776,111 during the year ended June 30, 2008 (2007: Rs 746,045).
Auditors
The auditors’ remuneration was as follows:
The Group The Company
2008 2007 2008 2007
Rs’000 Rs’000 Rs’000 Rs’000
Audit fees 1,222 1,042 675 595
Non-audit fees 250 125 232 107
The auditors, Ernst & Young, have expressed their willingness to continue in office and a resolution for their
re-appointment is being proposed at the Annual Meeting of shareholders.
On behalf of the Board
Thierry Lagesse Jean Michel Giraud
Chairman Managing Director
September 24, 2008
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