Our Constitution
The Group follows the provisions of the Companies Act 2001.
Nomination Policy
Introduction
The board of directors of Mammouth Mauritius Limited acknowledges the need for a policy outlining the procedures for the appointment to the Board as recommended in the Code of Corporate Governance forMauritius and is subject to the provisions of the Companies Act 2001, Section 132, 133,134 and 135 and any other applicable law or regulatory provision.
It is recognised that directors should be appointed through a formal and transparent process and should be assisted by the Nomination& Remuneration Committee, subject to shareholder approval. It is in the best interest of the shareholders that the board be properly constituted with the correct mix of skills, knowledge and expertise and that Directors are deemed fit for purpose according to the regulatory framework of Mauritius. The following factors are to be carefully considered:
- Skills, knowledge and expertise required on the Board
- Skills, knowledge and expertise of the candidate
- Previous experience as a director
- Specific roles required on the Board such as chairman of a committee
- Balance required on the Board such as gender and age;
- Independence where required;
- Reputation of the candidate
- Amount of time the candidate is able to devote to the business of the Board
- The fees requested from each candidate and
- Potential conflicts of interests.
- A proven track record of acting with integrity
Board Appointments
- The board will include a chairman and a chief executive officer; these roles will be separate.
- All non-executive and independent directors to be elected by the shareholders of the company.
- A minimum of two executive directors should form part of the main board namely the CEO and the CFO.
- The board of directors will comprise of at least nine directors. In terms of the regulatory framework of Mauritius, the board will observe all compliance factors in considering its optimal composition.A majority of the directors to be independent as assessed by the board.
- The age limit for non-executive directors is 70 years unless under compelling circumstances and subject to a bill of clean health from an agreed medical practitioner.
- The age limit for executive directors is 65 years; however, their conditions of employment can be extended depending on the continued value derived from the particular executive director.
- Non-executive directors are formally appointed for a period of one year and will be
- available for re-election by rotation yearly, usually at the annual general meeting or as otherwise prescribed.
Performing a needs assessment
A transparent procedure should be in place to vet the candidates according to the stated rubric above. The members of the Nomination and Remuneration Committee will interview each candidate and will make its recommendations to the Board. The Board should agree each appointment. Once the candidate has been selected they will be put forward to the shareholders at the Annual General Meeting by way of ordinary resolution for approval.
- Each candidate will be cleared for nomination as per the Companies Act 2001 and will be certified that they:
- Are above the age of 18 years and younger than 70 years (excepting clause above -medical approval).
- Is not or has not been declared bankrupt.
- Is judged to be of sound mind.
- Has not been convicted of any crime.
- When selecting the appropriateness of a director appointment, a mix of skills and experience will be determined. In addition to their skills and experience, personal style and diversity aspects will also be considered.
- No single director should be allowed to dominate the board and the majority of directors appointed will be independent and non-executive.
- The independence of an independent non-executive director who serves more than five years will be reviewed by the board and shareholders on a continuous basis.
- A potential remuneration package for new directors will be made available to shareholders.
- A description of the board’s requirements will be made available to shareholders to ensure they are aware of the skills and experience of the potential directors required on the board.
Process for Appointment
A mandate is to be given to the board, for them to locate and consider suitable nomination candidates. All proposals are accompanied by the candidate’s consent to act as a director and a detailed CV, including the candidate’s relevant expertise, experience and qualifications will be submitted to the board of directors. Candidates will be assessed on their CV, background checks and candidate interview undertaken, as well as experience as a previous director, competencies, independence, number and nature of other directorships.
Nominations
The Board will determine and agree on the nominees who will be put forward for election
Voting
The election of directors will be conducted as a series of votes, which will continue until all vacancies are filled. The vacancy is filled only if a majority of the voting rights exercised support the candidate.
Appointment
Once a candidate has accepted a seat on the Board, they are asked to sign a service Contract that carefully outlines the following:
- Term of office
- Time commitment expected from each director;
- Confidentiality
- Conflicts of Interests
- Directors liability insurance;
- Right to independent advice;
- Mandatory induction program;
- Training and development program and
- Board policies & procedures.