Corporate Governance Report- FY20-21
PRINCIPLE 1: GOVERNANCE STRUCTURE
Role of the Board
The Board of Directors of the Company recognises that the National Code of Corporate Governance for
Mauritius (2016) (the “Code”) is regarded as best practice and therefore uses its best endeavours to ensure
that the principles of good corporate governance are put in place to the extent that they are applicable to
the Company and form an integral part in the way in which the Company’s business is conducted. The
Company endeavours to apply the recommendations of the Code.
Board Charter and Senior Governance position
The Company has not yet adopted a Board Charter as it believes all the required contents that would have
been specified in a Board Charter are found in its constitution (the ‘Constitution’) and the prevailing
legislation, rules and regulations. The Board shall consider the adoption of a Board Charter, which will
provide the terms of reference for the Board clearly defining the responsibilities of the Board and how it
operates, in the near future.
Given that the business activity of the Company is investment holding, trading and procurement of pharmaceutical products, the Board has not appointed any officer at key senior governance position other than the Chief Executive Office and the Chief Financial Officer. Any matter requiring attention is dealt with by the directors.
Given that the business activity of the Company is investment holding, trading and procurement of pharmaceutical products, the Board has not appointed any officer at key senior governance position other than the Chief Executive Office and the Chief Financial Officer. Any matter requiring attention is dealt with by the directors.
PRINCIPLE 2: THE STRUCTURE OF THE BOARD AND ITS COMMITTEES
The Board of Directors
The Board, being a unitary Board, is composed of nine directors. The basis for determining the
composition of the Board has been established in the Constitution. It states that the number of directors
shall be a minimum of 2 and not exceed 15.
The Board is responsible for directing the affairs of the Company in the best interests of its shareholders, in conformity with legal and regulatory frameworks, and consistent with its Constitution and best governance practices. The directors are aware of their legal duties, degree of care, skill and diligence expected from them. The Board of the Company currently is constituted composed of executive, nonexecutive and independent directors, which also includes one female director.
The Board is satisfied that its actual composition is balanced and commensurate with the Company’s ownership structure and size. The current directors have the appropriate range of skills, expertise and experience to carry out their duties properly and are of sufficient calibre to exercise independence of mind and judgement.
The Chairperson of the Board, who is re-elected at each Board meeting, has the responsibility to lead the Board and facilitate constructive contribution by all directors in order to ensure the Board functions effectively as a whole in discharging its responsibilities.
The Board is responsible for directing the affairs of the Company in the best interests of its shareholders, in conformity with legal and regulatory frameworks, and consistent with its Constitution and best governance practices. The directors are aware of their legal duties, degree of care, skill and diligence expected from them. The Board of the Company currently is constituted composed of executive, nonexecutive and independent directors, which also includes one female director.
The Board is satisfied that its actual composition is balanced and commensurate with the Company’s ownership structure and size. The current directors have the appropriate range of skills, expertise and experience to carry out their duties properly and are of sufficient calibre to exercise independence of mind and judgement.
The Chairperson of the Board, who is re-elected at each Board meeting, has the responsibility to lead the Board and facilitate constructive contribution by all directors in order to ensure the Board functions effectively as a whole in discharging its responsibilities.
Directors’ Profile
| Director name | Role | Profile |
|---|---|---|
| Mr. Sinhue Bosco Noronha | Chief Executive Officer, Executive Director | Mr. Noronha is the Founder and controlling stakeholder of Africure Pharmaceuticals He is a veteran in pharmaceutical space in Africa. He has an experience of over 40 years, holding key positions in various multinational pharma companies and also a seasoned entrepreneur, having setup multiple manufacturing facilities and businesses in Africa. |
| Mr. Deepak Joseph Parayanken | Independent Non- Executive Director Member and Chairman of Audit & Risk Committee Member of Nomination & Remuneration Committee | Mr. Deepak is the CEO of a large conglomerate in Mozambique, having interests in pharma, mining and technology space. He has been driving strategic initiatives and is instrumental in various M&A transactions and expansion of businesses. He plays an advisory role in financial and strategic initiatives of Africure and is a member of Audit and Risk Committee of the Board. |
| Mr. Ravi Shankar Chandrasekhar | Chief Financial Officer, Executive Director | Mr. Ravi is a finance professional with over 17 years of experience in various capacities across various multinational companies, with over a decade of experience in African businesses. He is responsible for finance, legal, IT and compliances for the group. He has been instrumental in various M&A transactions and business integrations. |
| Mr. Haider Mousa Mohammed Mohammed | Independent Non- Executive Director Member and Chairman of Nomination & Remuneration Committee | Mr. Haider is a prominent pharma player in the MENA region with pharma distribution businesses spanning across the region and has deeply entrenched relationships with various big pharma companies and has an experience of running pharmaceutical business for over 30 years. He plays an advisory role in portfolio maximization and technical operations of Africure and is a member of the Audit and Risk Committee and Nomination and Re muneration Committee of the Board. |
| Dr. Vikramkumar Naik | Independent Non- Executive Director | Dr. Vikramkumar Naik is the promoter of a large pharmaceutical business focused in Zazibona region of Africa. He has wide and deep expertise in pharma space with an experience of over 30 years. His understanding and expertise of pharmaceuticals in Africa has added great value to Africure’s business proposition. He plays an advisory role in sales and marketing, pharmacovigilance initiatives of Africure and is a member of the Nomination and Remuneration Committee of the Board. |
| Mr. Ibrahim Malleck | Independent Non- Executive Director Member of Audit & Risk and Nomination & Remuneration committees | Mr. Ibrahim Malleck is a managing partner in a finance advisory firm with a rich experience in banking and financial services in senior roles, across various banks in Mauritius and the Middle East. He plays an advisory role in financial and strategic aspects of the business and is a member of the Audit and Risk Committee and of the Nomination and Remuneration Committee of the Board. |
| Mr. Sultunti Asnath | Independent Non- Executive Director | Asnath occupied various high-level positions with renowned companies in Mauritius as the Chief Operating Officer of the Retail Division of Iframac Ltd, a leading retailer of home appliances and furniture, General Manager of the BrandHouse Ltd, distributor of branded appliances and equipment. In addition to a strong exposure to the retail and distribution sector, Asnath has held previous positions as Financial Consultant with experience in accounting and auditing. Asnath also has extensive experience in business consulting and advisory matters, internal control and internal audit. |
| Mr. Vashish Bisnathsing | Independent Non- Executive Director | Mr. Vashish is a seasoned finance professional with deep understanding of regulatory, compliance and banking sectors. He has played a pivotal role in setting up various business processes since Africure inception. He has over 15 years’ experience in handling operations for various companies. |
| Mrs. Delba Valleri Lewis-Noronha | Independent Non- Executive Director | Highly professional and experienced Sales Executive with 23 years of experience within the hospitality industry. Extreme attention to detail that has helped create and nurture relationship by way of superior customer service skills. She drives the company’s digital marketing and new business initiatives. |
Board Committees
Two committees of the Board have been constituted, namely an Audit and Risk Committee and a
Nomination and Remuneration Committee. The two said Committees have been set up to assist the
directors in discharging their duties through a more comprehensive evaluation of specific issues. They
may seek any information that may be required from any employee of the Company to perform their
duties. The Committees can, at the Company`s expense, request such independent external professional
advice, which they consider necessary to perform their duties.
The Audit & Risk Committee has been set up to support the Board in fulfilling its responsibilities in ensuring the integrity of the Company’s financial management and reporting.
The Nomination and Remuneration Committee has been set up to support the Board in gearing itself towards best practices for its operations and ensure the appropriate nomination and remuneration policies are put in place.
The CEO and CFO of the Company can attend the aforementioned committees upon invitation.
The Audit & Risk Committee has been set up to support the Board in fulfilling its responsibilities in ensuring the integrity of the Company’s financial management and reporting.
The Nomination and Remuneration Committee has been set up to support the Board in gearing itself towards best practices for its operations and ensure the appropriate nomination and remuneration policies are put in place.
The CEO and CFO of the Company can attend the aforementioned committees upon invitation.
Company Secretary
The Company Secretarial function is fulfilled by Ocorian Corporate Services (Mauritius) Limited
(‘Ocorian’) through a Management Agreement entered into between Ocorian and the Company. Ocorian
is an award-winning alternative investment, corporate and private client administrator recognized for its
commercial expertise and dynamic culture supporting investment success. It employs qualified secretaries
from the Institute of Chartered Secretaries and Administrators to fulfil its duties as Company Secretary.
The statutory and accounting records are maintained at the registered office address of the Company in Mauritius.
The statutory and accounting records are maintained at the registered office address of the Company in Mauritius.
Board attendance in 2020 - 2021
During the year under review, there were two board meetings had been held. All other board decisions
have been taken via circular board resolutions, signed by the directors.
PRINCIPLE 3: DIRECTORS’ APPOINTMENT PROCEDURES
Appointment and re-election of Directors and Professional development and succession planning
The Directors are aware that the Code recommends that each Director should be elected (or re-elected as
the case may be) every year at the annual meeting of shareholders.
In accordance with its Constitution, the election of Directors is done by the shareholders. Also, there has been no need for a succession plan as the appointment of directors is made as per the Constitution.
No programmes are yet in place regarding induction and professional development plan of the Directors.
The members of the Board are professionally qualified senior individuals who are bound by the CPD requirements of their respective professional bodies. They are regularly informed of relevant new legislation and regulations that are applicable to the Company. Further review is done on an informal basis.
The Directors are deliberating to put in place the said programmes
In accordance with its Constitution, the election of Directors is done by the shareholders. Also, there has been no need for a succession plan as the appointment of directors is made as per the Constitution.
No programmes are yet in place regarding induction and professional development plan of the Directors.
The members of the Board are professionally qualified senior individuals who are bound by the CPD requirements of their respective professional bodies. They are regularly informed of relevant new legislation and regulations that are applicable to the Company. Further review is done on an informal basis.
The Directors are deliberating to put in place the said programmes
PRINCIPLE 4: DIRECTORS’ DUTIES, REMUNERATION AND PERFORMANCE
Legal Duties
Directors are aware of their legal duties upon their appointment and shall be regularly reminded of same.
Directors’ ethics and code of conduct
The Company wishes to reaffirm to its stakeholders about its strong commitment in doing business
ethically, sustainably and with integrity. The Board is considering the adoption of a code of conduct
and business ethics in the near future.
The Board intends to formalise the above policy into a Code of Ethics, in the absence of which, the Board is adhering to the applicable legislation.
The Board intends to formalise the above policy into a Code of Ethics, in the absence of which, the Board is adhering to the applicable legislation.
Declaration of Interests
Pursuant to section 271 (1) of the Mauritius Companies Act 2001, the Company has been dispensed of
the need for a Register of Directors’ Interests.
Directors’ remuneration and benefits
The Directors represented are not entitled to remuneration as the Company does not have a remuneration
policy in place for its Directors.
Ocorian who has nominated Mr. Asnath Sultunti and Mr. Vashish Bisnathsing to act as directors on the Board of the Company, is paid a fee for procurement of directorship services.
Ocorian who has nominated Mr. Asnath Sultunti and Mr. Vashish Bisnathsing to act as directors on the Board of the Company, is paid a fee for procurement of directorship services.
Statement of remuneration policy
There is no remuneration policy that has been put in place as the Nomination and Remuneration
Committee members are yet to meet. The Company incurs Directors’ fees as disclosed under the section
Director’s remuneration and benefits.
The policy would be put in place as and when the Nomination and Remuneration Committee would so decide.
The policy would be put in place as and when the Nomination and Remuneration Committee would so decide.
Directors’ service contracts
No director of the Company has any service contract that needs to be disclosed under section 221(2) of
the Companies Act 2001.
Board evaluation
The Board does not deem fit to appoint any independent Board evaluator as of now. The Directors believe
that the composition of the Board is stable and adequate. The appointment of an independent evaluator
will be considered as and when the Board will deem fit.
Constitution
The Company’s Constitution is in conformity with the provisions of the Mauritius Companies Act 2001.
The Board assumes responsibility to recommend any change in the Constitution to the shareholders for their consideration. Moreover, as the Company is a public one, the Constitution is available at the registered office address of the Company.
The Board assumes responsibility to recommend any change in the Constitution to the shareholders for their consideration. Moreover, as the Company is a public one, the Constitution is available at the registered office address of the Company.
Related parties
Related party transactions are disclosed in Note 29 to the financial statements.
All conflict-of-interest and related party transactions that have been conducted were in accordance to the Mauritius Companies Act 2001.
All conflict-of-interest and related party transactions that have been conducted were in accordance to the Mauritius Companies Act 2001.
PRINCIPLE 5: RISK GOVERNANCE AND INTERNAL CONTROL
The Board is responsible for the Company’s risk management framework. The Company, in collaboration
with its Company Secretary and Management Company which is ISO 14001 & OSHAS 18001 certified,
monitors and evaluates the strategic, financial, operational and compliance risks faced by the Company.
The Company Secretary and Management Company has the following processes in place for identification
and management of risks:
- The system of internal controls is primarily designed to manage rather than eliminate the risks of failure in the achievement of business objectives.
- Internal controls procedures and policies have been designed and implemented so as to get comfort that material misstatement or loss is detected.
- The company has a corporate risk management policy framework, where all internal & external risks are mitigated through frequent review of operations & daily reporting systems on key parameters.
Some of the prominent risks to which the Company is exposed are:
Ocorian has an established system for the ongoing identification and assessment of risk within its facilities.
- Financial risks comprise of market risks (including foreign exchange risk and cash flow), credit risks and liquidity risks as reported in Note 24of the financial statements.
- Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. The Company aim at maintaining flexibility in funding by keeping reliable credit lines available. Management monitors rolling forecasts of the Company's liquidity reserve on the basis of expected cash flows.
- The processes are periodically re-evaluated to ensure their effectiveness. The risk management process continues throughout the life cycle of the system, mission or activity.
- Reputational risk is defined as the risk of losses due to unintentional or negligent failure to meet a professional obligation to stakeholders.
Ocorian has an established system for the ongoing identification and assessment of risk within its facilities.
PRINCIPLE 6: REPORTING WITH INTEGRITY
Statement of Directors’ Responsibilities in respect of the Preparation of the Financial Statements
The Directors affirm their responsibilities for preparing the Annual Financial Statements of the Company
that fairly present the state of affairs of the Group and Company and the results of their operations.
The Statement of Directors’ Responsibilities is found on page 3 to 6 of the financial statements.
The Statement of Directors’ Responsibilities is found on page 3 to 6 of the financial statements.
Dividend Policy
The Company has a dividend policy as per clause 8 of the Constitution.
Donations
During the year, the Company made no charitable or political donations.
Employee share option plan
The Company does not have any share option plan.
Auditors Report and Accounts
The Auditors’ report is set out on pages 17 to 19 and the consolidated statement of s comprehensive
income is set out on pages 21 to 22 to these consolidated financial statements.
The Board is responsible for the preparation of the consolidated financial statements, in accordance with International Financial Reporting Standards and the requirements of the Mauritian Companies Act 2001, which give a true and fair view of the affairs of the Group and Company.
The Board is responsible for the preparation of the consolidated financial statements, in accordance with International Financial Reporting Standards and the requirements of the Mauritian Companies Act 2001, which give a true and fair view of the affairs of the Group and Company.
Environmental, health and safety
The Board is yet to assess the need for any measure to put in place regarding the above.
Share price information
Based on the EBIDTA of the entity, considering an EBIDTA multiple of 15 to arrive at the enterprise
value, the market value of each share is expected to be about USD 5, after adjusting for the net Debt. The
Company has 8,337,500 shares which have No par value.
PRINCIPLE 7: AUDIT
External auditor
The audit is conducted in Mauritius and the auditor, RSM (Mauritius) LLP, has indicated its willingness
to continue in office and a resolution concerning its re-appointment had been passed at the Annual
Meeting. The Board considers the auditor’s independence as unimpaired.
The directors have assessed the external audit process and are of the view that the process is effective.The re-appointment of the external auditor is reviewed each year such that the Board is satisfied that there is no independence issue or conflict of interest.
The directors have assessed the external audit process and are of the view that the process is effective.The re-appointment of the external auditor is reviewed each year such that the Board is satisfied that there is no independence issue or conflict of interest.
Internal audit function
The Board has not established an independent internal audit function due to its size and business
transactions. However, the corporate finance team has an Internal audit wing that conducts internal audits
based on a well-defined calendar.
The Board will consider the setting up of an independent internal audit function as it deems fit.
The Board will consider the setting up of an independent internal audit function as it deems fit.
PRINCIPLE 8: RELATIONS WITH SHAREHOLDERS AND OTHER KEY STAKEHOLDERS
The Company employs a corporate team for each department & the team monitors the activities such as
strategy, Finance, Legal, IT, Quality function, EHS, Sales of all its subsidiaries. These teams monitor &
oversee the operational activities in their area of expertise & report to the CEO, who in turn reports to the
board.
The directors have assessed the external audit process and are of the view that the process is effective.The re-appointment of the external auditor is reviewed each year such that the Board is satisfied that there is no independence issue or conflict of interest.
The directors have assessed the external audit process and are of the view that the process is effective.The re-appointment of the external auditor is reviewed each year such that the Board is satisfied that there is no independence issue or conflict of interest.
Shareholder’s relations and communication
The Company is held by different shareholders and there is constant communication. Also, all information
requested by the shareholders are duly taken care of.
The financial statements of the Company shall be adopted at the Annual Meeting whereby the shareholders will attend or through written resolution of the shareholders.
The financial statements of the Company shall be adopted at the Annual Meeting whereby the shareholders will attend or through written resolution of the shareholders.
Key Dates
The calendar of key events is as follows:
| Financial year end | 31 March 2021 |
| Board meeting | 28 June 2021 |
| Annual meeting | 28 June 2021 |
Directors’ Statement of Compliance with the National Code of Corporate Governance
We, the Directors of the Company, confirm to the best of our knowledge that the Company has
complied throughout the year ended 31 March 2021 with its obligations and requirements under the
National Code of Corporate Governance for Mauritius. The Company has applied all the principles set
out in the Code and explained how these principles have been applied except for the following:
- Board Charter: As set out in Principle 1, the Company has not adopted a Board Charter as it believes all the required contents that would be specified in a Board Charter are found in its constitution and the prevailing legislation, rules and regulations. The Board intends to formalize a Board Charter in the near future.
- Code of Ethics: The Company has a well-defined code of ethics, and the management & its employees adhere to such code including the legislations applicable.
- Whistle Blowing Policy: All the Company affairs are addressed to its Board and the Administrator of the Company has a whistle blowing policy in place which the latter ultimately follows.
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