Gouvernance

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Chairman

1. Meetings

1.1 Chair effectively board and shareholder meetings and encourage attendance at such meetings.

1.2 Organise regular and frequent board meetings.

1.3 Agreeing the Board agenda with the CEO and Company Secretary which addresses current and forward concerns of the business as well as strategic matters.

1.4 Ascertain the Board’s committees are properly structured, mandated and composed.

1.5 Ensure that directors receive accurate, timely and clear information to enable the Board to take sound decisions, monitor effectively and provide advice to promote the success of the organisation.

1.6 Encourage effective discussion on complex or contentious issues at board meetings.

1.7 Ascertain that the decisions by the Board are executed.

1.8 Promote constructive relations between the executive and non-executive directors.

 
2. Induction, Development, Succession and Performance Evaluation

2.1 Ascertain that new directors receive a formal induction programme.

2.2 Identify the development needs of directors and procure that adequate training facilities are provided.

2.3 Enhance directors’ confidence and encourage them to speak up and make an active contribution at meetings.

2.4 Overseeing a formal succession plan for the Board, CEO and certain senior management appointments such as the CFO.

2.5 Procuring that the performance of the Board and its committees is evaluated periodically and acting on any weaknesses identified. Where appropriate, through the Nomination Committee, revisit the composition of the Board.


3. Relations with shareholders

3.1 Ensure effective communication with shareholders to understand their issues and concerns.


4. Other matters

4.1 Set the ethical tone for the Board and the Company.

4.2 Hold  regular briefings with the Chief Executive, the Company Secretary, and members of the executive management as appropriate, to ensure that he is fully informed about all issues on which the Board will have to make a decision.

4.3 With the Nomination Committee, initiate change and plan succession in Board appointments (except that of a successor as Chairman) subject to Board and shareholders’ approval.

4.4 Ensure an appropriate balance is maintained between the interests of shareholders and other stakeholders (employees, customers, suppliers and the community).

4.5 Ensure the long term sustainability of the business.

4.6 Build and maintain stakeholders trust and confidence in the Company and in conjunction with the CEO, representing the Company to key stakeholders.


Company Secretary

  1. Ensure that the organisation complies with its constitutive documents and all relevant statutory and regulatory requirements, Code of Ethics and internal policies approved by the Board;
  2. Guide the Board on how their responsibilities should be properly discharged in the best interests of the organisation;
  3. Develop the agenda of the Board and Committee meetings, as well as Notice of Annual Meeting of Shareholders, in consultation with the Chairman and the CEO;
  4. Circulate agendas and any supporting papers as part of a Board pack in good time to the Board and its committees;
  5. Ascertain that quorum of meetings is present;
  6. Take minutes of Board and Committee meetings and circulating the draft minutes in a timely manner to all relevant members;
  7. Ensure that meetings and resolutions of the Board and Annual Meeting of Shareholders are properly convened, held and passed in accordance with the Company’s constitutive documents as well as relevant statutory and regulatory requirements;
  8. Maintain interests register, conflict of interest register and related party transactions register;
  9. Ensure that the procedure for the appointment of directors is properly carried out;
  10. Assist in the proper induction of directors and assess the specific training needs of directors/executive management;
  11. Provide comprehensive practical support and guidance to directors;
  12. Devise relevant timelines, checklists and any compliance documents with regard to ad-hoc projects of the organisation;
  13. Liaise with relevant regulatory bodies as and when required;
  14. Draft reports as required by law, including corporate governance report to include in the Annual Report of the organisation;
  15. Communicate with shareholders and ensure that due regard is paid to their interests; and
  16. Act as a primary point of contact (often via the share registrar) for all shareholders and proxy voting / corporate governance adviser.

Money Laundering Reporting Officer (“MLRO”)

1. Policies and Processes

1.1 Ensures appropriate policies and processes are implemented to cover AML/CFT issues.

1.2 Ensures reviews are conducted to monitor operational performances in compliance with the Financial Intelligence and Anti Money Laundering Act 2002 (FIAMLA) and other AML/CFT laws, regulations and codes and with internal AML/CFT policies and make recommendations to rectify any deficiencies.

1.3 Provides an independent reporting mechanism to the Board on any material breaches of the internal AML/CFT policy and procedures and other relevant laws, codes and standards of good practice.

2. Statutory Obligations

2.1 Acts as a central point for the receipt, recording and review of Internal Suspicious Transactions Reports.

2.2 Responsible for the validation of Internal Suspicious Transactions Reports for filing of External Suspicious Transactions Reports with the Financial Intelligence Unit.

3. Reporting

3.1 Reports immediately to Leadership on any material and significant breaches or potential breaches of money laundering Laws and Regulations of which the MLRO is aware;.

3.2 Makes annual reports or such other periodic reports to the Board as deemed necessary on the adequacy/shortcomings of internal controls and other AML/CFT procedures implemented.

3.3 Makes recommendations to the Board on necessary actions to be taken to remedy deficiencies identified.

4. Training

4.1 Ensures staff members received suitable trainings on AML/CFT to be applied in their administration of client companies while ensuring that the requirements of the FSC Code are met.

APPOINTMENT
  • Appointment of Independent / Non-executive Director of Les Villas de Bel Ombre Ltee (the ‘Company’, either filling up a casual vacancy or appointed as an additional director to the Board of the Company), is carried out by way of a board resolution of the Company. The new director then shall hold office until the next Annual Meeting of the Company.

 

DUTIES
  • Director will faithfully and diligently perform his/her duties under the laws of Mauritius.
  • A comprehensive induction pack is forwarded to the newly appointed director who is encouraged to contact the Company Secretary of the Company for additional information.

 

BENEFITS
  • As a principle, the Executive and Non-Executive Directors of the Company who are employed by either the Rogers Group or the ENL Group are not entitled to any Directors’ fees. Other directors are paid a basic monthly fee and an attendance fee.

 

TIME COMMITMENT
  • Time commitment of two to four hours per board meeting.
  • Each Director is expected to spend adequate time reading the Board pack ahead of each meeting.
  • Consult with the Chairman before accepting additional commitments that might affect the time able to devote to the role as [an independent / a non-executive] director of the Company.

 

OUTSIDE INTERESTS
  • A director who has business interests other than those of the Company acknowledges to declare any conflicts that are apparent at the present meeting.
  • In the event that the director becomes aware of any potential conflicts of interest, these should be disclosed to the Chairman and Company Secretary of the Company as soon as possible.

 

CONFIDENTIALITY
  • All information acquired during appointment as director is confidential to the Company and should not be released either during appointment or following termination, to third parties without prior clearance from the Chairman.

 

INDEMNITIES AND INSURANCE
  • A directors’ and officers’ liability insurance policy has been subscribed to and renewed by Rogers Group. The policy provides cover for the risks arising out of the acts or omissions of the Directors and Officers of the Company. Fraudulent, malicious or willful acts or omissions are excluded in the insurance policy.

 

DATA PROTECTION
  • A director consents to the Company for holding and processing information on self for legal, administrative and management purposes and in particular for the processing of any sensitive personal data (as defined in The Data Protection Act 2017).
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1. Philippe Espitalier-Noël
Espitalier-Noël, Marie Hector Philippe | Director | (Born in 1965)

APPOINTMENT
  • 02 March 2006


QUALIFICATIONS
  • BSc in Agricultural Economics (University of Natal, South Africa)
  • MBA (London Business School)


PROFESSIONAL JOURNEY
  • Worked for CSC Index in London as Management Consultant from 1994 to 1997
  • Joined Rogers in 1997
  • Was appointed Chief Executive Officer of the Rogers Group in 2007


SKILLS

Board Skills

Board Matters

✔️

Accounting Skills

 

Business Skills

✔️

Governance Skills

✔️

Legal Skills

 

Financial Skills

✔️

Financial Reporting Skills

 

HR Skills

✔️

Communication Skills

✔️

Entrepreneurial Skills

✔️

Risk and Audit

✔️

Strategic Dimension

✔️

Knowledge of FinTech Business

✔️

International Exposure

✔️

Actuarial Skills

 

Taxation

 

 

2. Eric Espitalier-Noël
Espitalier-Noël, Marie André Eric | Director | (Born in 1959)
 
APPOINTMENT
  • 27 July 2010
 
QUALIFICATIONS
  • Bachelor’s degree in Social Sciences (University of Natal, South Africa)
  • Master’s degree in Business Administration (University of Surrey, UK)
 
PROFESSIONAL JOURNEY
  • Worked with De Chazal du Mée & Co., Chartered Accountants in Mauritius
  • Joined the ENL Group in 1986
  • Currently Chief Executive Officer of ENL Commercial Limited


SKILLS

Board Skills

Board Matters

✔️

Accounting Skills

 

Business Skills

✔️

Governance Skills

✔️

Legal Skills

 

Financial Skills

✔️

Financial Reporting Skills

 

HR Skills

✔️

Communication Skills

✔️

Entrepreneurial Skills

✔️

Risk and Audit

✔️

Strategic Dimension

✔️

Knowledge of FinTech Business

 

International Exposure

✔️

Actuarial Skills

 

Taxation

 

 

3. Johan Pilot
Pilot, Marie Joseph Joha | Director | Born in 1982)

APPOINTMENT
  • 15 July 2020

 

QUALIFICATIONS
  • Chartered Accountant from the Institute of Chartered Accountants in England & Wales

 

PROFESSIONAL JOURNEY
  • Johan Pilot joined ENL in August 2007 and is presently the Chief Executive Officer of ENL Property Limited
  • He has more than 10 years of experience in the property developments of the ENL group. He has previously worked at PwC Mauritius

 

SKILLS

Board Skills

Board Matters

✔️

Accounting Skills

✔️

Business Skills

✔️

Governance Skills

✔️

Legal Skills

 

Financial Skills

✔️

Financial Reporting Skills

✔️

HR Skills

 

Communication Skills

 

Entrepreneurial Skills

✔️

Risk and Audit

✔️

Strategic Dimension

✔️

Knowledge of FinTech Business

 

International Exposure

 

Actuarial Skills

 

Taxation

 

4. Thierry Montocchio
Montocchio, Francois Thierry | Director | (Born in 1973)

APPOINTMENT
  • 31 December 2019

 

QUALIFICATIONS
  • Bachelor of Commerce – University of Cape Town 
  • Post Graduate Diploma in Accounting – University of Cape Town
  • Member of the South African Institute of Chartered Accountants 

 

PROFESSIONAL JOURNEY
  • Past Audit Junior at De Chazal Du Mee – Chartered Accountants 
  • Past Audit Senior at MGI Bass Gordon
  • Past Forensic Accountant at Defra
  • Past Lecturer at Charles Telfair Institute 
  • Past Partner at BDO & Co
  • Past Chief Financial Officer at Veranda Leisure and Hospitality (VLH)
  • Currently Chief Executive Officer at Veranda Leisure and Hospitality (VLH)

 

SKILLS

 

Board Skills

Board Matters

✔️

Accounting Skills

✔️

Business Skills

✔️

Governance Skills

 

Legal Skills

 

Financial Skills

✔️

Financial Reporting Skills

✔️

HR Skills

 

Communication Skills

 

Entrepreneurial Skills

✔️

Risk and Audit

✔️

Strategic Dimension

✔️

Knowledge of FinTech Business

 

International Exposure

✔️

Actuarial Skills

 

Taxation

 

 
5. De Robillard, Marie Sebastien | Director | (Born in 1985)

APPOINTMENT
  • 15 July 2020
 
QUALIFICATIONS
  • Currently doing an MBA IAE Paris Sorbonne & Paris Dauphine
 
PROFESSIONAL JOURNEY
  • Past Sales Executive of La Balise Marina at ENL Group
  • Past Sales Manager of La Balise Marina at ENL Group
  • Past Head of Sales of Residential Developments at Moka Smart City
  • Past Area Sales Manager, West Office at Mauritius Sotheby’s International Realty
  • Past Area Sales Manager, North Office at Mauritius Sotheby’s International Realty
  • Past Head of Operations at Mauritius Sotheby’s International Realty
  • Currently Head of Sales at ENL Group
 
SKILLS

Board Skills

Board Matters

 

Accounting Skills

 

Business Skills

✔️

Governance Skills

 

Legal Skills

 

Financial Skills

 

Financial Reporting Skills

 

HR Skills

✔️

Communication Skills

✔️

Entrepreneurial Skills

✔️

Risk and Audit

 

Strategic Dimension

✔️

Knowledge of FinTech Business

 

International Exposure

✔️

Actuarial Skills

 

Taxation

 


1. Philippe Espitalier-Noël

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2. Eric Espitalier-Noël

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3. Christopher Hart De Keating

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4. Michel Pilot

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5. Thierry Montocchio

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6. Sébastien De Robillard

7. Johan Pilot

8. Anton De Waal

1. Seepursaund, Kunal
COMPANY SECRETARY | (Born in 1982)
APPOINTMENT
  • 20 February 2013

     

QUALIFICATIONS
  • LLB – Barrister-at-Law (Mauritius)

     

SKILLS
  • Proven experience of board matters
  • Extensive know-how in Company Secretarial and Governance skills
  • Strong insight in HR
  • Extensive legal skills
  • Knowledge in Fintech, Hospitality, Logistics and Property business


2. Ah-Lin, Sharon
COMPANY SECRETATY | (Born in 1980)

APPOINTMENT

  • 24 August 2018

QUALIFICATIONS
  • BA (Hons) Business Law and International Business (University of North London)
  • Chartered Secretary, ACIS (ICSA: The Governance Institute)

SKILLS
  • Proven experience of board matters
  • Extensive know-how in Company Secretarial, Governance and Compliance skills
  • Strong insight in HR and Business skills
  • Extensive entrepreneurial skills
  • Knowledge in Fintech, Hospitality, Logistics and Property business