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CHAIRMAN

1. Meetings
 

1. Chair effectively board and shareholder meetings and encourage attendance at such meetings.
2. Organise regular and frequent board meetings.
3. Agreeing the Board agenda with the CEO and Company Secretary which addresses current and forward concerns of the business as well as strategic matters.
4. Ascertain the Board’s committees are properly structured, mandated and composed;
5. Ensure that directors receive accurate, timely and clear information to enable the Board to take sound decisions, monitor effectively and provide advice to promote the success of the organisation.
6. Encourage effective discussion on complex or contentious issues at board meetings.
7. Ascertain that the decisions by the Board are executed.
8. Promote constructive relations between the executive and non-executive directors.

2. Induction, Development, Succession and Performance Evaluation
 

1. Ascertain that new directors receive a formal induction programme.
2. Identify the development needs of directors and procure that adequate training facilities are provided.
3. Enhance directors’ confidence and encourage them to speak up and make an active contribution at meetings.
4. Overseeing a formal succession plan for the Board, CEO and certain senior management appointments such as the CFO.
5. Procuring that the performance of the Board and its committees is evaluated periodically and acting on any weaknesses identified. Where appropriate, through the Nomination Committee, revisit the composition of the Board.
    

3. Relations with shareholders
 

1. Ensure effective communication with shareholders to understand their issues and concerns.

4. Other matters
 

1. Set the ethical tone for the Board and the Company.
2. Hold  regular briefings with the Chief Executive, the Company Secretary, and members of the executive management as appropriate, to ensure that he is fully informed about all issues on which the Board will have to make a decision.
3. With the Nomination Committee, initiate change and plan succession in Board appointments (except that of a successor as Chairman) subject to Board and shareholders’ approval.
4. Ensure an appropriate balance is maintained between the interests of shareholders and other stakeholders (employees, customers, suppliers and the community).
5. Ensure the long term sustainability of the business.
6. Build and maintain stakeholders trust and confidence in the Company and in conjunction with the CEO, representing the Company to key stakeholders.
    

Company Secretary
 

1. Ensure that the organisation complies with its constitutive documents and all relevant statutory and regulatory requirements, Code of Ethics and internal policies approved by the Board;
2. Guide the Board on how their responsibilities should be properly discharged in the best interests of the organisation;
3. Develop the agenda of the Board and Committee meetings, as well as Notice of Annual Meeting of Shareholders, in consultation with the Chairman and the CEO;
4. Circulate agendas and any supporting papers as part of a Board pack in good time to the Board and its committees;
5. Ascertain that quorum of meetings is present;
6. Take minutes of Board and Committee meetings and circulating the draft minutes in a timely manner to all relevant members;
7. Ensure that meetings and resolutions of the Board and Annual Meeting of Shareholders are properly convened, held and passed in accordance with the Company’s constitutive documents as well as relevant statutory and regulatory requirements;
8. Maintain interests register, conflict of interest register and related party transactions register;
9. Ensure that the procedure for the appointment of directors is properly carried out;
10. Assist in the proper induction of directors and assess the specific training needs of directors/executive management;
11. Provide comprehensive practical support and guidance to directors;
12. Devise relevant timelines, checklists and any compliance documents with regard to ad-hoc projects of the organisation;
13. Liaise with relevant regulatory bodies as and when required;
14. Draft reports as required by law, including corporate governance report to include in the Annual Report of the organisation;
15. Communicate with shareholders and ensure that due regard is paid to their interests; and
16. Act as a primary point of contact (often via the share registrar) for all shareholders and proxy voting / corporate governance adviser.

1. APPOINTMENT
   • Appointment of Independent / Non-executive Director of Les Villas de Bel Ombre Ltee (the ‘Company’, either filling up a casual vacancy or appointed as an additional director to the Board of the Company, is carried out by way of a board resolution of the Company. The new director then shall hold office until the next Annual Meeting of the Company.
2. DUTIES
   • Director will faithfully and diligently perform his/her duties under the laws of Mauritius.
   • A comprehensive induction pack is forwarded to newly appointed director who is encouraged to contact the Company Secretary of the Company for additional information.
3. BENEFITS
   • As a principle, the Executive and Non-Executive Directors of the Company who are employed by either the Rogers Group or the ENL Group are not entitled to any Directors’ fees. Other directors are paid a basic monthly fee and an attendance fee.
4. TIME COMMITMENT
   • Time commitment of two to four hours per board meeting.
   • Each Director is expected to spend adequate time reading the Board pack ahead of each meeting.
   • Consult with the Chairman before accepting additional commitments that might affect the time able to devote to the role as [an independent / a non-executive] director of the Company.
5. OUTSIDE INTERESTS
   • A director who has business interests other than those of the Company acknowledges to declare any conflicts that are apparent at the present meeting.
   • In the event that the director becomes aware of any potential conflicts of interest, these should be disclosed to the Chairman and Company Secretary of the Company as soon as possible.
6. CONFIDENTIALITY
   • All information acquired during appointment as director is confidential to the Company and should not be released either during appointment or following termination, to third parties without prior clearance from the Chairman.
7. INDEMNITIES AND INSURANCE
   • A directors’ and officers’ liability insurance policy has been subscribed to and renewed by Rogers Group. The policy provides cover for the risks arising out of the acts or omissions of the Directors and Officers of the Company. Fraudulent, malicious or willful acts or omissions are excluded in the insurance policy.
8. DATA PROTECTION
   • A director consents to the Company for holding and processing information on self for legal, administrative and management purposes and in particular for the processing of any sensitive personal data (as defined in The Data Protection Act 2017).

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1. Hector Espitalier-Noël

Espitalier-Noël, Marie Maxime Hector

NON-EXECUTIVE DIRECTOR

(Born in 1958)

APPOINTMENT

• 18 November 2005

QUALIFICATIONS

• Member of the Institute of Chartered Accountants in England and Wales

PROFESSIONAL JOURNEY

• Worked for Coopers & Lybrand in London
• Worked with De Chazal du Mée in Mauritius
• Past Chairman of the Board of Rogers and Company Limited.
• Past President of the Mauritius Chamber of Agriculture
• Past President of the Mauritius Sugar Producers’ Association.
• Past President of the Mauritius Sugar Syndicate

SKILLS

• CEO experience across diversified sectors
• Significant experience in alliances, ventures and partnerships
• Strong financial skills and strategic understanding

Current External Commitments

Please refer to Mr. Espitalier-Noël’s directorship report.

2. Philippe Espitalier-Noël

Espitalier-Noël, Marie Hector Philippe

CHIEF EXECUTIVE OFFICER AND EXECUTIVE DIRECTOR

(Born in 1965)

APPOINTMENT

• 02 March 2006

QUALIFICATIONS

• BSc in Agricultural Economics (University of Natal, South Africa)
• MBA (London Business School)

PROFESSIONAL JOURNEY

• Worked for CSC Index in London as Management Consultant from 1994 to 1997
• Joined Rogers in 1997
• Was appointed Chief Executive Officer of the Rogers Group in 2007

SKILLS

• Proven experience of mergers and acquisitions
• Extensive know-how in business turnaround and transformation
• Successful track record of change management initiatives
• Extensive expertise in strategy development and execution
• Inspiring leadership with senior management in the Group’s four served markets – FinTech, Hospitality, Logistics and Property
• Strong insight into people development strategy

Current External Commitments

Please refer to Mr. Espitalier-Noël’s directorship report

3. Eric Espitalier-Noël

Espitalier-Noël, Marie André Eric

NON-EXECUTIVE DIRECTOR

(Born in 1959)

APPOINTMENT

• 27 July  2010

QUALIFICATIONS

• Bachelor’s degree in Social Sciences (University of Natal, South Africa)
• Master’s degree in Business Administration (University of Surrey, UK)

PROFESSIONAL JOURNEY

• Worked with De Chazal du Mée & Co., Chartered Accountants in Mauritius
• Joined the ENL Group in 1986
• Currently Chief Executive Officer of ENL Commercial Limited

SKILLS

• Experienced in the commercial and hospitality sectors being a board member of various companies evolving in those sectors
• Extensive know-how in audit, accounting and financial dynamics
• Strong insight into business and commercial matters
• Excellent leadership skills
• Extensive expertise in entrepreneurial and strategic dimension

Current External Commitments

Please refer to Mr. Espitalier-Noël’s directorship report

4. Francois Eynaud

Eynaud, François Paul Philippe

CHIEF EXECUTIVE OFFICER AND EXECUTIVE DIRECTOR|
(Born in 1961)

APPOINTMENT

• 19 October 2016

QUALIFICATIONS

• Diplôme d’école de commerce

PROFESSIONAL JOURNEY

• Past export director at Sagem (France)
• Past Country Manager of Sagem in the Caribbean Island and in England
• Past marketing director of Ciel Textile
• Past executive director of Tropic Knits
• Past managing director of Veranda Resorts
• Past CEO of Veranda Leisure and Hospitality

SKILLS

• Proven experience in the textile industry
• Extensive know-how in business and accounting skills
• Strong leadership insight
• Inspiring entrepreneurial and commercial know-how
• Strong insight in sales and marketing

Current External Commitments

Please refer to Mr. Eynaud’s directorship report

5. Christopher Hart De Keating

Hart De Keating, Edouard Philippe Christopher

NON-EXECUTIVE DIRECTOR

(Born in 1971)

APPOINTMENT

• 18 May 2018

QUALIFICATIONS

• Deug Sciences économiques (Université de la Réunion)
• Maitrise Sciences économiques Spécialité Audit et Contrôle de gestion (Université de Paris Dauphine)

PROFESSIONAL JOURNEY

• Past General Manager at Grewals Ltd
• Past General Manager at Karina International
• Past Consultant Self Employed at Propeller Ltd
• Past CEO at Mauvilac Industries Ltd
• Past CEO at Iframac Transport Division
• Currently CEO at Les Gaz Industriels group

SKILLS

• CEO experience across diversified sectors
• Inspiring leadership skills
• Extensive know-how in Audit and Risk management
• Significant experience in commercial and strategic dimension
• Strong insight in sales and marketing

Current External Commitments

Please refer to Mr. Hart De Keating’s directorship report

1. Hector Espitalier-Noël

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2. Philippe Espitalier-Noël

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3. Eric Espitalier-Noël

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4. Francois Eynaud

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5. Christopher Hart De Keating

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1. Radhakeesoon, Aruna

COMPANY SECRETARY

(Born in 1970)

APPOINTMENT

20 February 2013

QUALIFICATIONS

• BA (Hons) in Jurisprudence (Balliol College, Oxford University)
• Solicitor of England and Wales (NP)
• Attorney-at-law (Mauritius)

SKILLS

• Transactional lawyer with over 17 years’ experience in the Group with a detailed knowledge of its operations
• Extensive knowledge of board practices, corporate governance, financial services and stock market requirements
• Growing people and inspiring teams successfully
   

2. Seepursaund, Kunal

COMPANY SECRETARY

(Born in 1982)

APPOINTMENT

20 February 2013

QUALIFICATIONS

• LLB
• Barrister-at-Law (Mauritius)

SKILLS

• Proven experience of board matters
• Extensive know-how in Company Secretarial and Governance skills
• Strong insight in HR
• Extensive legal skills
• Knowledge in Fintech, Hospitality, Logistics and Property business
   

3. Ah-Lin, Sharon

COMPANY SECRETATY

(Born in 1980)

APPOINTMENT

24 August 2018

QUALIFICATIONS

• BA (Hons) Business Law and International Business (University of North London)
• Chartered Secretary, ACIS (ICSA: The Governance Institute)

SKILLS

• Proven experience of board matters
• Extensive know-how in Company Secretarial, Governance and Compliance skills
• Strong insight in HR and Business skills
• Extensive entrepreneurial skills
• Knowledge in Fintech, Hospitality, Logistics and Property business

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