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Position Statement - Chairperson
The Chairperson is appointed by the Board. The duties of the Chairperson
of the Board of Directors (“Board”) shall include but shall not be
restricted to:
1. Meetings:
- Chairing the Directors and shareholders’ meetings and providing
overall leadership to the Board;
- Running the Board and ensuring its effectiveness in all aspects of
its role, including regularity and frequency of meetings.
- Setting the Board agenda in collaboration with the management and
the company secretary, considering the issues and concerns of all
Board members.
- Ensuring that the directors receive accurate, timely and clear
information, including that on the Company’s and group’s
performance.
- Ensuring the Board’s committees are properly structured with
appropriate terms of reference/charters;
- Managing the Board to allow enough time for discussion of complex or
contentious issues;
- Ensuring that the decisions by the Board are executed;
- Ensuring that the Board satisfies its duties, is effective in its
tasks of setting and implementing the Company’s direction and
strategy;
- Ensuring that appropriate training is encouraged to continuously
update the skills and knowledge of the Directors;
- Encouraging Directors at Board meetings to participate in
discussions and to have sufficient time for consultation and
decision-making;
- Supervising the general management of the Company and overseeing and
monitoring together with the Board, the Managing Director/General
Manager. In this respect the Chairperson may act as the spokesman
for the Board and shall represent the Company vis-à-vis third
parties and is the principal contact for the Executive
Directors/Managing Director;
- Regularly meeting the Executive Directors;
- Ensuring that Board members, when appointed, participate in an
induction program and, as needed, in supplementary training
programs;
- Ensuring that there is appropriate delegation of authority from the
Board to executive management and Board committees.
2. Directors
- Facilitating the effective contribution of non-executive directors
and encouraging active engagement by all members of the Board.
- Ensuring that directors (particularly non-executive directors) have
sufficient time to consider critical issues and obtain answers to
any questions or concerns they may have and are not faced with
unrealistic deadlines for decision making.
Approved by the Board of Directors on 16th March 2020
Position Statement - Company Secretary
The duties of the Company Secretary shall include but shall not be
restricted to:
- Providing the Board of Directors (the “Board”) with guidance as to
its duties, responsibilities and powers.
- Informing the Board of all legislation relevant to or affecting
meetings of shareholders and directors.
- Ensuring that the filing of any documents required of the Company
under the Companies Act (the Act), and the Listing Rules are
effected timely.
- Assisting in the drafting of the agenda of Board and committee
meetings in consultation with the Chairperson and the Managing
Director/General Manager
- Ensuring that the Board meeting calendar is set in advance and
circulated to all Directors;
- Circulating agendas and any supporting papers to Directors in good
time; convening, attending and drafting of minutes of Board and
Committee Meetings and Shareholders’ meetings.
- Checking that quorum of meetings is satisfied at each meeting and
ensuring that the meeting is duly constituted and inform the
Chairperson accordingly;
- Taking reasonable steps to ensure that minutes of all meetings of
shareholders and/or directors are properly recorded and kept in
accordance the Company’s constitution and the Act;
- Circulating the draft minutes of Board meetings to all Directors and
of Committee minutes to members;
- Ensuring that all statutory registers are properly maintained (save
for share register if outsourced to another service provider);
- Certifying in the annual financial statements/annual report of the
company/group that the company has filed with the Registrar all such
returns as are required of the company under the Act;
- Ensuring that the Company complies with its constitution and the
Act;
- Assisting in the drafting of the Directors’ report and Corporate
Governance Section of the Annual Report;
- Assisting in the drafting of charters and other corporate governance
related documents;
- Ensuring that a copy of the Company’s annual financial statements
/annual report, are sent in accordance with sections 219 and 220 of
the Companies Act and with the Listing Rules to every person
entitled thereto;
- Ensuring that the Annual Report is filed with the Registrar of
Companies, Financial Services Commission and Financial Reporting
Council within prescribed delays;
- Ensuring liaison with the Stock Exchange of Mauritius and the
Financial Services Commission as regards the abridged financial
results and ensuring that publications are made in the relevant
newspapers;
- Ensuring that the Company’s annual licence is paid within prescribed
delays;
- Assisting in the proper induction of directors;
- Communicating with the shareholders, as appropriate, and ensure that
due regard is paid to their interests.
- Acting as point of contact where applicable for all shareholders.
The Company Secretary reports to the Chairperson or the Corporate
Governance Committee Chairperson on all Board governance matters. This
does not preclude the Company Secretary also reporting to the Managing
Director/Executive Directors on administrative matters, where
appropriate.
It is the duty of the Board to ensure that the appointee is fit and
proper and has the requisite attributes, experience and qualification to
properly discharge his/her duties. The appointment and removal of the
Company Secretary is the responsibility of the Board as a whole, and the
remuneration of the Company Secretary is determined by the Corporate
Governance (Nomination and Remuneration) Committee or by the Board.
The actual Secretary is Box Office Ltd, a service company which provides
corporate services to ASL and its subsidiary Megawin Ltd. Its partners
are qualified secretaries from the Institute of Chartered Secretaries
& Administrators.
Approved by the Board on 16th March 2020
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