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:
- 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.
The duties of the Company Secretary shall include but shall not be restricted to:
- 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.
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
