EAMC LTD CONSTITUTION AND BOARD/COMMITTEE CHARTERS

1. Introduction

1.1       Complementary to Law and Articles

The Board Charter sets out the objectives, roles, and responsibilities of the Board of Directors of EAMC Ltd (hereinafter referred as ‘the Company’). This Charter should be read in conjunction with the Mauritian legislations and regulations.

1.2       Charter on Website

This Charter is posted on the Company’s/ Group website.

2. Composition of the Board, Positions, Committees

(a)       General Composition

The Board shall use its best efforts to ensure that:

• Its members are able to act independently of one another;
• They are in a position to assess the broad outline of the Company’s overall position;
• Each Board Member has sufficient expertise to perform his or her role as a Board Member;
• At least one Board Member is fully conversant with critical financial issues, meaning he/she has expertise in financial administration and accounting of companies similar to the Company in size and sophistication; and
• No less than two Members of the Board are independent as defined in Section 2 (b) below.

(b)       Independence

An independent director is a Board Member who:

• has not been an employee of the Company or the group in the past three years;
• has not, or has not had in the past three years, a material business relationship with the Company either directly or as a partner, shareholder, director or senior employee of a body that has such a relationship with the Company;
• has not received, or does not receive, additional remuneration from the Company apart from a director’s fee;
• is not a nominated director representing a significant shareholder;
• does not have close family ties with any of the Company’s advisers, directors or senior employees;
• does not have cross directorships, nor significant links with other directors, through involvement in other companies or bodies; and
• has not served on the Board for more than nine years from the date of their first election.

2.1       (Re) Appointment; Term of Office; Resignation

(a)        Election by Shareholders

A meeting of shareholders shall elect Members of the Board. All Board Members shall hold office until the next annual meeting and may offer themselves for re-election.

2.2        Chairperson and Vice- chairperson

(a)        Election

The Board shall elect a Chairperson from among its Members and a Vice-Chairperson if deemed necessary. The latter shall replace and assume the powers and duties of the Chairperson when the Chairperson is absent.

(b)        Duties

The Chairperson of the Board shall primarily be responsible for the activities of the Board and its committees. He/She shall act as spokesperson for the Board and shall be the principal Board contact for Senior Executive Team. The Chairperson and the Senior Executive Team shall meet regularly. The Chairperson of the Board shall preside over the meetings of shareholders.

(c)        Responsibilities

The Chairperson shall ensure that:

• the Board fulfills its duties;
• Board Members, when appointed, participate in an induction program and, if needed, in supplementary training programs;
• Members receive all the information necessary for them to perform their duties;
• the agendas of Board meetings are determined;
• the Board meetings are chaired in an effective manner;
• the Board has sufficient time for deliberation and decision-making;
• minutes of Board and committee meetings are properly recorded and stored;
• the committees function properly;
• consultations are held with external advisors appointed by the Board;
• the performance of Board Members is evaluated regularly;
• problems related to the performance of individual Board Members are addressed;
• internal disputes and conflicts of interest concerning individual Board Members, including the possible resignation of such Members as a result, are addressed; and
• the Board has proper contact with the executive team.

2.3       Company Secretary      

(a)        General Access

The Company Secretary shall be available to Board Members for any advice required.

(b)       Responsibilities

The Company Secretary shall see to it that the Board follows correct procedures and that the Board meets its obligations under law and the Company’s Constitution. The Company Secretary shall assist the Chairperson of the Board to organise the Board’s activities (including provision of information, preparation of an agenda, report of meetings, evaluation and organisation of training programs).

2.4       Committees

(a)        Establishment of Committees

The Board may appoint committees from among its Members to perform specific tasks and determine their membership under the corporate governance structure. The Board shall establish, as a minimum, an Audit Committee.

(b)       Board Responsibility for Committee Action

The Board shall be collectively responsible for the decisions and actions taken by the committees. A committee may only perform the tasks delegated to it by the Board and shall not exceed the authority or powers of the Board as a whole. Decisions that, by law, must be taken by the Board may not be delegated to a committee.

(c)        Committee Reporting

The committees shall promptly inform the Board of the actions they have taken as well as of any major developments of which they become aware. Each Board Member will have unrestricted access to all committee meetings and records. The Board shall, as set forth in the Charter of the committee concerned, receive a report from the committee describing its actions and findings.

(d)        Committee Charters

The Board shall establish (and may amend) Charters for each committee. The Charters shall specify the role and responsibilities of the committee, its composition and the way it should perform its duties.

(e)        Website Disclosure

The Charters and the composition of the committees shall be posted on the Company’s / Group website.

3. Duties and Powers
3.1       General Duties and Powers

(a)        General Responsibilities

The Board shall be responsible for the supervision and oversight of the general business of the Company.

(b)        The Board acts in the Interest of the Company

The Board shall act in the best interests of the Company, its business, shareholders, and other stakeholders.

(c)        Quality of Performance

The Board is responsible for ensuring the standard of its own performance.

(d)        Action in Concert

To the extent possible and remaining within the limit of their individual responsibilities as Board Members, they shall act and speak in concert with respect to important affairs and matters of principle.

(e)        Provision on Information

The Chairperson and the Company Secretary shall see to it that the management provides, in a timely manner, to the Board and its committees with information they need to function properly.

 (f)       Use of Experts

The Board may have recourse to the services of experts for advice or assurance, the cost of which shall be agreed in advance by the Board and paid by the Company. A Board Member may rely upon the advice of a relevant expert so long as the Member has no reason to question the expert’s report or conclusion.

3.2     Duties Regarding the Supervision of Management

(a)       Nature of Supervision

In supervising management, the Board shall consider:

• the achievement of the Company’s objectives;
• the strategy and risks inherent in the Company’s activities;
• the structure and operation of the internal risk management, and audit and control

systems;

• the financial reporting process;
• compliance with law and regulations; and
• any other matters the law requires the Board to consider.

(b)        Financial Reporting

The Board shall, in consultation with the Audit Committee, supervise the Company’s financial reporting.

(c)       Annual Risk Review

At least once a year, the Board shall discuss the Company’s strategy and business risks, the management’s assessment of the internal risk management and control systems, and any significant changes to such systems.

3.3       Duties Regarding the Members and the Performance of the Board

(a)        Duties Regarding Board

The duties of the Board in relation to the Members of the Board include:

• The appointment of a Chairperson, the establishment of committees and defining their role, the evaluation of the Board, its individual Members and its committees (including an evaluation of the Board profile and the induction, education and training program);
• the approval of other positions of Board Members to the extent required under this Charter; and
• addressing any conflict of interest issues between the organisation and Members of the Board.

(b)        Board Assessment

At least once a year, the Board shall evaluate its own activities and those of its individual Members, the effectiveness of such activities, and competence of the Board and its committees.

4. Relations with Shareholders

(a) General Meeting; Record Date; Venue
The Board shall determine the date and place of any meeting of shareholders and date for the exercise of any voting. The Board shall use its best efforts to provide shareholders with all information necessary or requested for the shareholders to properly act at the meeting of shareholders.

5. Board Meetings; Decision-Making
5.1       Frequency, Quorum, Notice, Agenda and Venue of Meetings

(a)        Frequency

The Board shall meet as often as necessary, but not less than four times a year.

(b)        Quorum

Quorum of the Board shall be a majority of directors appointed by the Company.

(c)        Notice and Agenda

Meetings of the Board shall be called by the Chairperson. Save in urgent cases, as determined by the Chairperson, the agenda for a meeting shall be sent to all Board Members at least five calendar days before the meeting. To the extent possible, for each item of the agenda, an explanation in writing shall be provided and related documentation attached. Management shall consult the Chairperson on the content of the agenda.

(d)        Venue

Board meetings are generally held at the registered office of the Company. Where personal attendance of some or all the Directors is not possible, meetings of the Board may be held by audio conference and/or video call/video conference.

5.2       Attendance of and Admittance to Meetings

(a)        Attendance by Non-Members

The admission to a meeting of persons other than Board Members, the Executive Director, the     Company Secretary, and other executives (if invited), shall be decided by majority vote of the Board Members present at the meeting.

(b)        Undue Absence

If a Board Member is frequently absent from Board meetings, he/she shall be required to explain such absences to the Board.

5.3       Decision-Making within the Board

(a)        Preference for Unanimity

Board Members shall try to unanimously adopt resolutions. Dissenting opinions shall be recorded in the minutes when unanimity cannot be reached.

(b)        Individual Vote

Each Board Member has the right to cast one vote.

(c)       Majority Vote; Quorum

All resolutions of the Board are adopted by a majority of the votes cast. At a meeting, the Board may pass resolutions only if the quorum is present.

 (d)       Written Resolutions

Board resolutions may also be adopted in writing, provided the proposal concerned is submitted to all Board Members entitled to receive notice of meeting and none of them objects to this form of adoption.

 (e)       Minutes

Minutes shall be drawn up for every Board meeting and signed by the Chairperson. The minutes of Board Meetings and the resolutions in writing must be added to the Company’s records. Each member of the Board is entitled to a copy of the minutes and the resolutions in writing.

(f)         Certification of Resolutions

A resolution adopted by the Board shall be publicly disclosed to relevant stakeholders only through a statement from the Chairperson of the Board or the Company Secretary.

6. Other Provisions
6.1.      Conflicts of Interest of Board Members

(a)        Duty to Disclose

The personal interests of a Board Member, or persons closely associated with him/her, must not take precedence over those of the Company.

A Board Member shall immediately disclose to the Board any conflict of interest or potential conflict of interest and shall provide all relevant information, including information concerning persons closely associated with him/her and cause same to be entered in the Interest Register. The Board Member concerned shall not take part in the assessment by the Board of whether a conflict of interest exists.

(b)        Abstention by Conflicted Party

A Board Member shall not take part in any discussion or decision-making regarding any subject or transaction in which he/she has a conflict of interest with the organisation.

(c)       Requirements to Approve Conflicts of Interest

All transactions in which there are conflicts of interest with Board Members shall be agreed on terms that are customary for arm’s-length transactions in the organisation’s business. Decisions to enter into transactions in which there are conflicts of interest with Board Members require the approval of the Board.

6.2       Induction Program, Ongoing Training and Education

(a)        Induction Program

Upon his or her election, each Board Member shall participate in an induction program.

(b)        Annual Review of Training

The Board shall conduct an annual review to identify areas where the Board Members require further training or education.

(c)        Costs of Organisation

The costs of the induction course and any training or education shall be paid by the Company.

6.3       Confidentiality

(a)        Duty to Keep Information Confidential

Unless required to do so by law, no Board Member shall, during his or her Membership of the Board or afterwards, disclose any information of a confidential nature regarding the business of the Company and/or any companies in which it holds a stake, that came to his or her knowledge in the capacity of his or her work for the organisation and which he/she knows or should know to be of a confidential nature. A Board Member shall not use such confidential information for his or her personal benefit.

(b)        Notice of Disclosure

If a Board Member intends to disclose to third parties information which he/she has become aware of in his or her duties and which may be confidential, he/she must inform the Chairperson of his or her intent and the identity of the person who is to receive the information with sufficient notice for the Chairperson to assess the situation and advise the Board Member.

6.4       Miscellaneous

(a)        Amendment

This Charter may be amended by the Board at its sole discretion without prior notification.

(b)        Partial Invalidity

If one or more provisions of this Charter are (or become) invalid, this shall not affect the validity of the remaining provisions. The Board may replace the invalid provisions by provisions which are valid and the effect of which, given the contents and purpose of this Charter is, to the greatest extent possible, similar to that of the invalid provisions.

Approved by the Board on 17 September 2021

1. Purpose

1.1 The Audit Committee (hereinafter referred to as ‘the Committee’) assists the Board of Directors in fulfilling its oversight responsibilities related to corporate accounting, financial reporting practices, quality and integrity of financial reports, compliance, internal controls, risk management and business ethics.

2. Membership

2.1 The Committee shall comprise at least three (3) non- executive directors appointed by the Board and the majority shall preferably be independent directors.

2.2 The Board shall appoint a Chairperson from independent members of the Committee.

2.3 The Chairperson of the Board, the Chief Operations Officer/ Chief Executive Officer and any executive director shall not be eligible to be appointed as Chairperson or member of the Committee.

2.4 Each member of the Committee must be financially aware, and the Board shall satisfy itself that the Chairperson has relevant financial experience and expertise.

2.5 The Board shall have the power at any time to remove any members from the Committee and to fill any vacancies created by such removal.

2.6 Only members of the Committee have the right to attend Committee meetings. However, the Committee may invite other persons to attend all or part of any meeting, as deemed necessary and appropriate.

3. Secretary

3.1 The Company Secretary shall act as the Secretary of the Committee.

4. Quorum

4.1 The quorum necessary for the transaction of business shall be a majority of members.

5. Frequency of meetings

5.1 The Committee shall meet at least twice a year or otherwise as required.

6. Notice of meetings

6.1 Meetings of the Committee shall be called by the Secretary of the Committee at the request of the Chairperson of the Committee or Executive Director or any of its members or at the request of the External Auditor or Internal Auditor or Risk Officer if they consider it necessary.

6.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend the meeting within a reasonable time.

7. Minutes of meetings

7.1 Minutes shall be drawn for every Committee meeting and signed by the Chairperson.

8. Written Resolutions

8.1 Decision may also be taken by way of written resolution signed by all members of the Committee.

9. Terms of Reference

The Committee should carry out the following duties and responsibilities: –

9.1.    Auditors and External Audit

9.1.1. The Committee may be requested to recommend to the Board which firm(s), subject to the Procurement Guidelines and Process set by the Company, should be appointed as External Auditor(s).

9.1.2. The Committee will:

• Evaluate the independence, performance and effectiveness of the External Auditor(s);
• Consider and make recommendations on the appointment and retention of the External Auditor(s), and any questions of resignation or dismissal of the Auditor(s);
• Discuss and review, with the External Auditor(s) before the start of audit commences, the Auditor(s) engagement letter, the terms, nature and scope of the audit function, the timing, new auditing standards, audit approach, reports and the audit fee with a view to obtain value for money services;
• Consider any problems identified and improvements to existing internal control system and risk management proposed by external auditors;
• Consider accounting treatments, significant transactions, or accounting judgements, that could be unusual;
• Identify key matters raised during audit and arising in the current year’s management letter and satisfy itself that these are being properly followed up;
• Obtain assurance from the External Auditor(s) that adequate accounting records and systems are being maintained to ensure completeness and reliability.

9.2.    Financial Statements

9.2.1  The Committee will examine and review the financial statements, the interim reports, any report regarding the company’s results or other financial information to be made public, prior to submission and approval by the Board, focusing particularly on:

• The implementation of new systems;
• Tax and litigation matters involving uncertainty;
• Any changes in accounting policies and practices and major judgmental areas;
• Significant adjustments resulting from the audit;
• The basis on which the Company has been determined as going concern and capital adequacy;
• Compliance with the financial conditions of loan covenants;
• Compliance with International Financial Reporting Standards, and legal requirements where applicable;
• Review the annual report and accounts taken as a whole, to ensure they present a balanced and understandable assessment of the position, performance and prospects of the Company;
• Consider the External Auditor(s) proposed audit certificate;
• Discuss problems and reservations arising from the audit, and any matters the auditor(s) may wish to discuss (in the absence, where requested by the Committee, of executive directors, and any other person who is not a member of the Committee);
• Consider the External Auditors’ management letter and management response; and
• Change in audit fees (if any) after completion of audit exercise.

9.3.    Internal Control and Internal Audit

9.3.1  An important role of the Committee will be to monitor and supervise the effective function of the internal audit, ensuring that the roles and functions of the external audit with internal audit are sufficiently clarified and co-ordinated to provide an objective overview of the operational effectiveness of the company’s systems of internal control and reporting. This will include:

• Reviewing the internal audit function’s compliance with its mandate as approved by the Committee and the independence of internal auditors;
• Reviewing the effectiveness of the Company’s systems of internal control, including internal financial control and enterprise risk management and reporting;
• Reviewing findings, conclusions and recommendations from the internal audit exercise;
• Verify follow-up by internal auditors on the adequacy of corrective action taken in response to significant internal audit findings; and
• Reviewing management responses to internal audit findings reported.

9.4.    Risk Management

The Duties of the Committee pertaining to Risk management shall include the following:

• Consider and recommend to the Board the establishment and implementation of the Risk Management Framework (“RMF”) which also encompasses the Risk Management Strategies and processes;
• Review and recommend to the Board areas where risk assessment exercises should be conducted including the risk identification and assessment methodologies proposed by Management;
• Considering and taking appropriate action on the exposure of the Company to market risk, credit risk, liquidity risk, operational risk, commercial risk and any other risks appropriate to investment management and financial activities which may be identified from time to time;
• Review and recommend to the Board the remedial plans as proposed by Management, to mitigate the impact of risks; and
• Review of the practices of the Company to ensure that any transactions that may have a material effect on the stability, solvency and reputation of the Company are identified in a timely manner and dealt with.

The Committee shall also consider any other matters as may be instructed by the Board from time to time.

10. Reporting responsibilities

10.1 The Committee shall make recommendations to the Board as it deems appropriate, on any area within its remit where action or improvement is needed.

11. Other matters

The Committee shall:

11.1   Have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for assistance as required.

11.2   Work and liaise as necessary with all other Board Committees.

11.3   Arrange for periodic reviews of its own performance and, as when required, review its charter to ensure it is operating at maximum effectiveness and recommend any charges it considers necessary to the Board for approval.

12. Authority

12.1   The Committee is authorised by the Board to obtain, at the company’s expense, legal or other professional advice on any matter within its terms of reference.