Page 62 - CJ 2019 INTEGRATED REPORT

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CORPORATE GOVERNANCE REPORT
PRINCIPLE 3 - DIRECTOR APPOINTMENT PROCEDURES
Appointment and re-election
The Company is party to a a a a a a a Shareholders’ Agreement which has provided for the the the setting up of of a a a a a a a a a a Nomination and Remuneration Committee at at at the the the level of of the the the ultimate holding company Currimjee Limited Limited (formerly known as as Fakhary Limited) and has agreed upon an an an overriding principle that the the appointment replacement and removal of of Directors on
the the the Board Board shall be approved by the the Board Board of of Currimjee Limited Such appointments / / replacements / / removals shall first have been recommended by the the the Company’s Company’s Board under the the the recommendation of the the Company’s Company’s Nomination and Remuneration Committee Appointments of new Directors are are made in in a a a a a a a a a formal and and transparent manner and and is the the the responsibility
of of the the the entire Board Board taking into consideration the the the Board’s needs in in in terms of of skills experience diversity and size as as well as as the balance between Executive Executive Non-Executive & Independent Directors that shall be be appointed in in in in line line with Code’s guidelines As provided in the the the Constitution of the the the Company each Director is eligible for re-election
every year at the the the Annual Meeting Induction and orientation
The Board assumes responsibility
for the induction
and orientation
of newly appointed Directors through an an an established induction
programme that includes meetings and and business presentation sessions with Key Executives of the Company and and its subsidiaries New Directors also receive a a a a a a a a comprehensive induction
pack outlining the the Company’s purpose mission and and values the the the Board governance governance structure and key governance governance policies an an an an an an an overview of the the the the previous year’s performance the the the annual operating plan the the the three-year strategy major projects and Board initiatives Professional Development & Succession Planning
The Company provides regular updates and the the necessary resources to to to the the the Directors to to to best develop their knowledge and and capabilities The Board facilitates the the the professional development of of Directors and and encourages them to to to to enroll for appropriate training
to to to continuously update their their skills and and knowledge to to to better fulfill their their role on
on
the the the the Board and and its Committees During the the the the year 2019 a a a a a a few Directors Directors attended courses delivered by the the Mauritius Institute of Directors Directors (‘MIOD’) The Board also recognises and and nurtures talent and and has approved a a a a a a a a a a a a a a Talent Development Programme for Senior Management to to ensure that the Group creates opportunities to to develop current and future leaders The The Board assumes the the responsibilities for for Directors’ succession succession planning planning The The succession succession planning planning for for the the the the the Chairman is addressed at the the the the level of of the the the the Board of of the the the the ultimate holding Company Company Currimjee Limited The Company’s Nomination & Remuneration Committee shall as part of its mandate make recommendations to to the the Board on
on
on
the the Managing Director’s succession planning PRINCIPLE 4 - DIRECTOR DUTIES REMUNERATION AND PERFORMANCE
All the the the the Directors on
the the the the Board are fully appraised of their fiduciary duties as laid out in the the the the Companies Act The Board has approved a a a a a a a a a “Related Party
Transaction Policy” to ensure due and and timely identification approval process disclosure and and reporting requirements of of transactions between the the Company and any any of of of its related Parties It also ensures transparency in in in the the the the conduct of of of Related Party
Transaction(s) in in in the the the best interest of of the the the Company and its Shareholders The Audit & Risk Committee has been assigned responsibility
to to to monitor and report related party party transactions transactions to to to the Board Board The Board Board ensures that all related party party transactions transactions are carried out at at arm’s length The Company Secretary also maintains an an interest register which is is available to to Shareholders upon written request to to the Company Secretary Information Information Information Information Information Information Technology and Information Information Information Security Governance
Information The Chairman with the the assistance of the the Management Leadership Team ensures that Directors receive necessary information for for for for them to to perform their duties and and that the the the Board has sufficient time for for for for consultation and and decision-making Directors also have access to to the Company’s Management Leadership Team Information Information Technology and Information Information Security Governance
Information Information Technology policies have been created based on
on
on
ISO standard 27001:2013 An Information Information Security Policy has been devised to ensure that the Company’s core and and supporting business operations continue to to operate with minimal disruptions and and to to protect the the organisation’s information assets Policies have been implemented to to control the the usage access and and security of Information Technology tools that are used by the Company and and and its subsidiary companies A Business Continuity Policy is is is in in in place and and a a a a a a a a a a a a a Disaster Recovery site is is is available for all critical services While the the Company focused on
building the the CJ Private Cloud Cloud System in in 2018 year year 2019 has been a a a a a a a year year where all group companies benefited from this Cloud Cloud system system effectively The Company also consolidated
the financial systems of all all Business Units under its its responsibility
thus allowing for standardisation CURRIMJEE JEEWANJEE AND COMPANY LIMITED