The Board of Directors of MauBank Ltd consists of the following members:

  • Mr. Sookun Gooroodeo (Chairman & Independent Director)
  • Mr. Codabux Javed (Independent Director)
  • Mr. Rampersad Rabin (Non-Executive Director)
  • Mr. Sokappadu Ramanaidoo (Non-Executive Director)
  • Mr. Jeetoo Mohamad Fardeen (Non-Executive Director)
  • Mr. Semjevee Sivananda (Independent Director)
  • Mr. Kokil Anil Kumar (Independent Director)
  • Mrs. Vasseur-Soneea Alexandra (Independent Director)

The Board of Directors is responsible for the overall direction, supervision and control of the Bank. Specific responsibilities of the Board include laying down and approving the business objectives of the Bank, approving strategies and policies which need to be pursued in order to achieve these objectives, and reviewing on an on-going basis the performance of the Bank in relation to its stated objectives as well as adherence to policies.

The role of the Board of the Bank includes the following:
  • Establishing such committees as the Board may deem necessary to discharge its responsibilities effectively;
  • Establishing such procedures as may be necessary to resolve conflicts of interest, including techniques for the identification of potential conflict situations and for restricting the use of confidential information;
  • Taking into account the requirements of the banking laws, establishing such procedures as may be necessary to provide disclosure of information to customers and other parties having a direct interest in the financial institution;
  • And approve major policies of the financial institution, including, as applicable, investment, lending and risk management policies and standards and procedures in respect of such policies;
  • Determining the Bank’s purpose, strategy and values;
  • Monitoring and evaluating the implementation of strategies, policies, management performance and business plans;
  • Defining levels of materiality, reserving specific powers for itself and delegating other related matters with necessary written powers to management;
  • Identifying key risk areas and key performance indicators of the Bank;
  • Ensuring compliance with the banking laws, guidelines and instructions issued by the central bank and the bank’s constitution and by laws.
Board Sub Committees

The Board has constituted the following committees to assist effective implementation of its responsibilities;

  • +- Audit Committee
  • The Audit Committee’s principle function is to oversee the Bank’s financial reporting process, monitor the internal control systems, review financial statements, provide support to the Board of directors on compliance, audit and financial matters, oversee performance of external and internal auditors of the Bank, and review internal and external inspection reports.

    The Audit Committee shall be appointed by the Board and shall be made up of at least three (3) members who shall comprise of only independent directors.

    Responsibilities of the Audit Committee

    The Audit Committee’s responsibilities, among others, include:

    • Approve the risk-based audit plans of the internal and external auditors which address all activities over a measurable cycle and the work of external and internal auditors is coordinated.
    • Recommend to shareholders, through the Board, the appointment, removal and remuneration of external auditors. It should approve the engagement letter setting out the scope and terms of external audit.
    • Assess periodically the skills, resources and independence of the external audit firm and its practices for quality control.
    • Assess whether the accounting practices of the auditee are appropriate and within the bounds of acceptable practice.
    • Discuss with senior management and external auditors the overall results of the audit, the quality of financial statements and any concerns raised by external auditors.

    Composition of the Committee

    • Mr. Kokil Anil kumar (Chairman)
    • Mr. Sookun Gooroodeo
    • Mr. Semjevee Sivananda
  • +- Risk Management Committee
  • The role of the Risk Management Committee with the responsibility for advising the Board on the financial institution’s overall current and future risk appetite, tolerance and strategy and oversee Senior Management’s implementation of the risk appetite framework and reporting on the state of risk culture in the Bank.

    Members of this Committee shall be appointed by the Board and shall be made up of at least three (3) independent or non-executive members with a reasonable number having an adequate familiarity with risk management. The Chief Executive Officer shall be a member of this Committee.

    Responsibilities of the Risk Management Committee

    The Risk Management Committee’s responsibilities, among others, include:

    • Advise the Board on the Bank’s overall current and future risk appetite tolerance and strategy.
    • Recommend the Board on appropriate risk appetite framework for the Bank which shall be consistent with the Bank’s short term and long-term strategic plan.
    • Identify the principle risks, including but not limited to credit, market, liquidity, operational, compliance and regulatory and reputational risks and the actions taken to mitigate them.
    • Review the Bank’s key credit related management and stress testing reports.
    • Monitor the Bank’s compliance with regulatory capital adequacy requirements taking into account ICAAP implementation.
    • Appoint a Chief Risk Officer who, among others, shall provide assurance that the oversight of risk management is independent from operational management and is adequately resourced with proper visibility and status in the organisation.
    • Require the Chief Risk Officer to provide regular reports to the Committee, senior management and the Board on his activities and findings relating to the institution’s risk appetite framework.

    Composition of the Committee

    • Mr. Codabux Muhammad Javed (Chairman)
    • Mr. Jeetoo Fardeen
    • Mr. Kokil Anil kumar
  • +- Nomination and Remuneration Committee
  • The Nomination and Remuneration Committee has the responsibility of selecting competent and qualified personnel and making recommendations to the Board. The Committee aims to retain and attract qualified and experienced personnel for the smooth running of the organisation.

    Members of the Committee shall be appointed by the Board and shall be made up of at least three (3) members, consisting of a majority of independent or non-executive directors.

    Responsibilities of the Nomination and Remuneration Committee

    The Nomination and Remuneration Committee’s responsibilities, among others, include:

    • Recommend to the Board candidates for Board positions, including the chair of the Board and chairs of the Board Committees.
    • Recommend criteria for the selection of board members and criteria for the evaluation of their performance.
    • Prepare for approval of the Board, the remuneration and compensation package for directors, senior manager and other key personnel.
    • Recommend to the Board, and incentive package, as necessary, to enhance staff performance, while ensuring that incentives embedded within remuneration structures do not incentivise staff to take excessive risk.
    • Approve remuneration and compensation frameworks, reward, talent management and performance appraisal structures.
    • Review and approve design of pensions and other benefits.

    Composition of the Committee

    • Mr. Rampersad Rabin (Chairman)
    • Mr. Codabux Muhammad Javed
    • Mrs. Vasseur-Soneea Alexandra
  • +- Conduct Review Committee
  • The Conduct Review Committee reviews and approves transactions connected with related parties to ensure that they are carried out on terms and conditions that are at least as favourable as market terms and conditions and also ensures the Bank is directed and controlled under best corporate governance practices.

    Members of the Committee shall be appointed by the Board and shall be made up of at least three (3) independent directors.

    Responsibilities of the Conduct Review Committee

    The Conduct Review Committee’s responsibilities, among others, include:

    • To have the mandate to require management of the bank to establish policies and procedures to comply with the requirements of the Guideline on Related Party Transactions.
    • Review the policies and procedures periodically to ensure their continuing adequacy and enforcement, in the best interests of the Bank and obtain the approval of the Board.
    • Review and approve each credit exposure to related parties.
    • Ensure that market terms and conditions are applied to all related party transactions.
    • Review on a quarterly basis the facilities granted to related parties.
    • Review the practices of the Bank to ensure that any transaction with related parties that may have a material effect on the stability and solvency of the Bank is identified and dealt with in a timely manner and report periodically and in any case not less frequency than on a quarterly basis to the board of directors on matters reviewed by it, including exceptions to policies, processes and limits.

    Composition of the Committee

    • Mr. Jeetoo Fardeen (Chairman)
    • Mr. Sokappadu Ramanaidoo
    • Mr. Semjevee Sivananda
  • +- Corporate Governance Committee
  • The Committee is responsible to determine, agree and develop the bank’s general policy on corporate governance in accordance with applicable Code of Corporate Governance and legislations. It should also ensure that the corporate governance report and disclosures to be published in the bank’s annual report is in compliance with provisions of the Code of Corporate Governance.

    Members of the Committee shall be appointed by the Board and shall be made up of at least three (3) non-executive directors.
    Responsibilities of the Corporate Governance Committee

    The Corporate Governance Committee’s responsibilities, among others, include:

    • Determine, agree and develop the Bank’s general policy on corporate governance in accordance with applicable Code of Corporate Governance and legislations.
    • Ensure that the corporate governance report to be published in the Bank’s annual report is in compliance with provisions of the Code of Corporate Governance.
    • Ensure that disclosures are made in the annual report in compliance with the disclosure provisions in the Code of Corporate Governance.
    • Consider any other corporate governance matters as directed by the Board.

    Composition of the Committee

    • Mr. Sokappadu Ramanaidoo (Chairman)
    • Mr. Kokil Anil kumar
    • Mr. Jeetoo Fardeen
    • Mrs. Vasseur-Soneea Alexandra
  • +- Board Credit Committee
  • The Credit Committee’s mandate is to act as the credit sanctioning authority of the Bank on behalf of the Board and ensure compliance to the Credit Risk Policy Guide (“CRPG”) of the Bank at all times. The Committee shall have the authority to make a final decision on approval or rejection of proposed requests / transactions as well as to establish general lending parameters in accordance with its powers.

    Members of the Committee shall be appointed by the Board and shall be made up of at least three (3) members, consisting of a majority of independent or non-executive directors and may include the CEO.
    Responsibilities of the Board Credit Committee

    The Board Credit Committee’s responsibilities, among others, include:

    • To ensure that concentration of credit risks is within the bank’s risk tolerance.
    • Consider and approve all credit facilities exceeding the delegated authority of the Management Credit Forum as set out in the CRPG.
    • Consider and approve the restructure of credit facilities as per the CRPG.
    • Consider and approve, amend, withdraw all credit financing schemes of the Bank.
    • Ensure that all facilities advanced are in accordance with the Bank’s defined overall credit risk strategy while adhering to the Bank’s Credit Policy Guide and any Guidelines from the Bank of Mauritius.
    • Ensure that any deviations / exceptions to policies are communicated to the Board for corrective actions to be taken.
    • Review the credit policies and procedures periodically to ensure their continuing adequacy and enforcement, in the best interests of the Bank.

    Composition of the Committee

    • Mr. Codabux Muhammad Javed (Chairman)
    • Mr. Sokappadu Ramanaidoo
    • Mr. Rampersad Rabin
    • Mrs. Vasseur-Soneea Alexandra
  • +- Strategy and Finance Committee
  • The Strategy and Finance Committee shall advise on the overall short and long term strategy of the Bank and monitor the Bank’s longer-term financial stability. Members of the Committee shall be appointed by the Board and shall be made up of at least four (4) members, consisting of a majority of independent or non-executive directors and shall include the CEO.
    Responsibilities of the Strategy and Finance Committee

    The Strategy and Finance Committee’s responsibilities, among others, include:

    • Advise on the overall short and long term strategy of the Bank and monitor the Bank’s longer- term financial stability;
    • Review and consider strategic and financial plans, including annual budget, of the Bank for recommendation to the Board;
    • Oversee implementation of the Bank’s Strategic Plan and its associated financial plans.
    • Advise the Board in relation to the Bank’s capital structure and its underlying equity/debt funding strategy and overall Financial Book;
    • Review the Bank’s quarterly financial performance and any other issues impacting the Bank’s Financial Book.

    Composition of the Committee

    • Mr. Rampersad Rabin (Chairman)
    • Mr. Sookun Gooroodeo
    • Mr. Sokappadu Ramanaidoo
    • Mr. Jeetoo Fardeen
Procurement Committee

The Procurement Committee reviews certain revenue and capital expenditures of the Bank to ensure that the Bank’s expenditure is appropriate in the pursuit of the Bank’s operations.

Responsibilities of the Procurement committee
  • Consider and approve the following capital and operational expenditures for the smooth running and operation of the Bank:

    1. Expenditure within approved annual budget for an amount of MUR 5M and up to MUR 25M.
    2. Expenditure that is not budgeted for an amount of MUR 1M and up to MUR 10M.
    3. Any other unforeseen expenditure not exceeding MUR 3M.

  • Notwithstanding paragraph 8.1.1, the Committee may in its discretion consider and approve any of the above expenditures provided that the amount of such expenditures do not exceed 10% of the applicable threshold.
  • Examine and recommend to the Board any unbudgeted expenditure exceeding MUR 10M and advise the Board on the financial and other resource implications.
  • Review and make appropriate recommendations to the Board with respect to budgeted expenditure exceeding MUR 25M.
  • Approve the list of preferred/prequalified suppliers/service providers of goods, works and service.
  • Evaluate and make recommendation to the Board on any acquisition or disposal and/or any undertaking or part of any undertaking of the Bank.
  • Approve any emergency procurements.
  • Monitor, evaluate and review management’s procedures for procurement, on a regular basis and the controls in place to ensure value for money and determine and set inbuilt accountability parameters for management in case of failure.
  • Review the Procurement Policy for recommendation to the Board.
Composition of the Committee
  • Mr. Codabux Muhammad Javed
  • Mrs. Vasseur-Soneea Alexandra
  • Mr. Semjevee Sivananda