Investors Relations
Corporate Governance
Automatic Systems Ltd (The “Company”) is listed on the official market of the Stock Exchange of Mauritius since 12th October 1994 and qualifies as a public interest entity, as defined by the Financial Reporting Act 2004.
The Board is fully committed to attaining and sustaining the highest standards of Corporate Governance and ensures that the eight principles of good Corporate Governance from the National Code of Corporate Governance (the ‘Code’), as applicable in Mauritius, are fully adhered to and form an integral part of the Company’s business practices. It is also committed to fair financial disclosure to its shareholders and all the stakeholders at large.
The primary function of the Board is to provide effective leadership and direction to the Company and its wholly owned subsidiary, for setting up the strategy and policies, overseeing its activities by monitoring performance and risk and supervising management to ensure accountability to its stakeholders.
For Board Meetings, a quorum of five Directors is required if the Board is composed of eight or nine Directors and a quorum of six Directors is required if the Board is composed of ten, eleven or twelve Directors. The Chairperson does not have a casting vote.
The organisational chart displays a reporting hierarchy and structure of the Company and can be viewed on the Company’s website. The structure is regularly reviewed and updated at Management level and the latest version has been reviewed by the Corporate Governance (Nomination and Remuneration) Committee on the 16th March 2023. The updated version is available on the website.
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
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
