Corporate governance

Board and Board Committees

Board

The Board defines the Group’s purpose, strategy and values and determines all matters relating to the direction, policies, practices, management and operations of MCB Group Limited and all of its subsidiaries locally and abroad. The Board thereafter ensures that the Group is managed in accordance with its directions and delegations.

The methods through which the Board exercises its powers and discharges its responsibilities are set out in the Board Charter of MCB Group Ltd.

• icon Board Charter PDF 381 KB

Directorate

The Group is led by a Board comprising 10 members, including 3 female members.
The executive and independent non-executive directors of MCB Group Ltd are shown below.

Executive Directors

Jean Michel NG TSEUNG, Group Chief Executive

Dipak CHUMMUN, Group Chief Finance Officer

Independent Non-Executive Directors

Stephen DAVIDSON

Dr Cédric JEANNOT

Georges Michael LISING

Maya MAKANJEE

Jayananda NIRSIMLOO, Chairperson

Anna Margaretha ROETS

San T. SINGARAVELLOO

Non-Executive Director

Yvan LEGRIS

Director nomination and appointment process

The Board has a formal and transparent process in place for the nomination and appointment of directors. In fulfilling this duty, the Board is supported by the Corporate Governance and Sustainability Committee (CGSC), which is responsible for overseeing Board directorship's renewal and succession planning. The CGSC reviews the size, structure and composition of the Board on an annual basis or more frequently when considering Board member appointments. The Board places high emphasis on ensuring its membership reflects diversity to provide the range of perspectives and insights needed to support good decision-making in the execution of the Group's strategy. The CGSC considers that the size of the Board contributes to its effectiveness. The CGSC is responsible for identifying candidates, carrying out interviews and recommending potential directors to the Board for its approval. Appointment of prospective candidates is based on merit and due consideration is given to, amongst others, specific skills, expertise, knowledge, experience and their background, including the value the individual can bring to the overall Board performance. In addition, the CGSC considers gender diversity, independence and time commitment of prospective Board members.

• icon Appointment process of non-executive directors PDF 308 KB
• icon Terms and conditions of the appointment of non-executive directors PDF 346 KB

Role and responsibilities of Chairpersons, Chief Executive and Company Secretary

The roles and responsibilities of the Chairperson, executive and non-executive directors as well as the Company Secretary are clearly defined in the Board Charter and Position Statements, which have been approved and are regularly reviewed by the Board. The role of the Chairperson is distinct and separate from that of the Group Chief Executive. There is a clear segregation of responsibilities with the Chairperson leading the Board and the Group Chief Executive managing the Group's business on a day-to-day basis. The Board ascertains that the time commitments and external obligations of the non-executive directors do not hinder them in the discharge of their duties and responsibilities. In this respect, the Board reviewed time commitments and external obligations of the newly appointed Chairperson and found no concerns about his ability to perform his duties effectively.

• icon Position Statements PDF 376 KB
• icon Statement of Accountabilities PDF 370 KB

Internal control framework

The Board, assisted by the Audit Committee, ensures that the internal control framework in place results in an acceptable level of risk exposure while guaranteeing compliance with established internal policies and procedures and relevant laws and regulations. The Compliance and Risk (for non-financial risk matters) functions regularly report to the Audit Committee. In addition to feedback from Audit Committees of subsidiaries, the Audit Committee receives feedback from the Company's internal and external auditors and engages with them in the absence of Executive Directors to ensure that there are no unresolved material issues of concern. Based on the work performed by internal and external auditors, reviews by Management and regular reporting from the Chairperson of the Audit Committee, the Board received comfort that internal control systems are adequate and effective.

Internal audit

The Internal Audit function provides independent and objective assurance to the Board and on the adequacy and effectiveness of the Group's governance, risk management and internal control systems. Reporting directly to the Audit Committee, the function operates independently from all operational activities, in full alignment with the relevant legislation and guidelines in countries where the Group operates and the professional standards of the Institute of Internal Auditors. In the exercise of their function, the internal auditors have full access to information, records and employees of the organisation. Whilst the internal audit SBU of MCB Ltd provides independent assurance over the internal control systems at Bank's level, its scope of activity also encompasses also other Group entities in line with its Group-wide mandate. In this respect, it reports to the Audit Committee and/or Board of each subsidiary as well as to the Audit Committee of the Group, which acts as the overarching authority.

• icon Internal Audit Function PDF 519 KB

Relation with shareholders and other stakeholders

The Group ensures that engagement with its stakeholders is optimally managed. Stakeholders are kept informed about the Group’s business and strategy on a regular basis through various channels. Their views and concerns, notably gathered through ongoing dialogues and meetings, are considered in the Group’s decisions, with material issues escalated to the Board.

• icon Delivering on our strategic objectives PDF 1973 KB

Code and Policies

The MCB Group Code of Ethics and Business Conduct (the "Code") and the MCB Group Whistleblowing Policy (the "Policy") reinforce our commitment to the highest standards of ethical conduct, integrity and sound corporate governance.

Speak Up, We Will Listen to You

Code of Ethics and Business Conduct

The Code reinforces our commitment to maintaining the highest standards of professionalism and ethical conduct in all our operations and sets out the principles, values and standards of behaviour expected of all employees, directors and stakeholders of MCB Group. Compliance with the Code is required to ensure integrity, accountability, transparency, and ethical decision-making across the Group.

MCB Group encourages employees and stakeholders to raise concerns, seek guidance or report potential breaches of the Code of Ethics and Business Conduct.

Concerns may be reported confidentially through the dedicated ethics reporting channel at: ethics.mcbgroup@mcb.mu.

All concerns raised will be handled with due care, confidentiality and impartiality, in accordance with the Group's governance and ethics framework.

Whistleblowing Policy

The Whistleblowing Policy establishes a secure and confidential reporting mechanism that enables employees and external stakeholders to raise concerns regarding actual or suspected misconduct, unethical behaviour, fraud, breaches of laws, regulations or internal policies.

MCB Group is committed to ensuring that all concerns are reviewed fairly, independently and confidentially. All staff and external stakeholders reporting a concern are reassured that their identity and the information provided will be treated with the utmost confidentiality. Individuals who raise concerns in good faith will be protected from retaliation, victimisation, discrimination, harassment or any other form of disadvantage.

Need to report a Whistleblowing concern?

Go to Speak Up! We'll listen to you.

The respective Board of Directors of MCB Group and its subsidiaries have the duty of ensuring that each entity of the Group complies with all relevant laws, regulations and codes of business practice. As part of their governance responsibilities, each Board of Directors reviews and approves key policies and frameworks that support ethical conduct, regulatory compliance, sound risk management and effective corporate governance throughout the Group.

View the codes and policies approved by the Board of MCB Group:

• icon Code of Ethics and Business Conduct PDF 1589 KB
• icon Whistleblowing Policy PDF 372 KB
• icon Information Security Policy PDF 580 KB
• icon Conflict of Interest and Related Party Transactions PDF 344 KB