Corporate Governance

INFORMATION SECURITY POLICY

The Board of Directors and management of Scott & Co Ltd are committed to preserving all the physical and electronic information throughout the organisation. In this respect, the Information Security Policy has been devised in compliance with the Data Protection Act 2017 and other applicable Mauritian legal requirements.

The aim of this policy is to ensure:

1. Confidentiality of information is, ensuring accessibility of information only to those authorised to access the information. It also involves preventing both deliberate and accidental unauthorized access to Scott’s information and proprietary knowledge and its systems including its network(s), website, e-commerce systems, etc.

2. Availability of information is, ensuring information is accessible to authorised users when required and physically securing the information.

3. Integrity of information is, to ensure safeguarding the accuracy and completeness of information and the processing methods. Adequate and appropriate contingency and back-up plans and security incident reporting procedures are available within Scott to ensure information is not altered.
Scott & Co Ltd aims to achieve specific, defined information security objectives, which are developed in accordance with the business objectives, the context of the organisation, the results of risk assessments and the risk treatment plan. As such the IS Policy is subject to continuous improvement to respond to changes in the risk assessment and be reviewed at least annually.

Statement of Main Accountabilities

Main Accountabilities

1. Board

1.1.1 Ensures compliance by Company with applicable legislation, regulation and policies

1.1.2 Safeguards the assets of the Company

1.1.3 Ensures long term interests of the shareholder are being served

2. Chairman

2.1.1 Provides overall leadership to the Board

2.1.2 Ensures that the Board is effective in its tasks of setting and implementing the company’s direction and strategy

2.1.3 Ensures that the development needs of the directors are identified and appropriate training is provided to continuously
update their skills and knowledge

2.1.4 Maintains sound relations with the shareholders

3. Chief Executive Officer

3.1.1 Sets direction and oversee operations

3.1.2 Communicates vision and strategy to staff

3.1.3 Ensures efficient utilization of resources

POSITION STATEMENT OF CHAIRMAN

1. The Chairman is elected by his or her fellow directors and shall be a non-executive or an independent director.

2. He/she should be a firm, objective and open-minded leader, assuming his/her role by bringing independence of mind and intellectual honesty. Apart from being fully conversant with the key networks of the organisation and have sound knowledge of the activities of the organisation work, the Chairman is expected to be impartial and objective so as to support or take the right decisions concerning the organisation.

3. The main responsibilities of a Chairman can be summarised under the following areas:

3.1. Strategy and Management of the Company

3.1.1. To ensure that the Board is effective in its tasks of setting and implementing the Company’s direction and strategy.

3.1.2. To co-ordinate the Committees to ensure that appropriate policies and procedures are in place for the effective management of the organisation.

3.1.3. To ensure that the decisions by the Board are executed.

3.1.4. To sign the Statement of Compliance to be filed with the Financial Reporting Council along with a director to confirm whether the Company has complied fully, partially or has not complied with the Code of Corporate Governance.

3.2 Leadership

3.2.1. To provide overall leadership to the Board, be impartial and resolve differences in the most constructive way, whilst encouraging and ensuring the active participation of all directors in discussions and Board matters.

3.2.2. To participate in the selection of the board members whilst ensuring that the board has an appropriate mix of competencies, experience, skill and independence.

3.2.3. To provide support and supervision to the CEO.

3.3 Presiding and conducting meetings

3.3.1. To set the agenda for Board meetings, therefore giving the meetings their direction and scope.

3.3.2. To preside over the Board meetings and shareholder’s meetings of the Company and to ensure the smooth functioning of the meetings.

3.3.3. To ensure that Board meetings take place regularly and that all the relevant information and facts are placed before the Board to enable the directors to reach informed decisions.

3.3.4. To ensure that each meeting is planned effectively, conducted according to the Constitution and that matters are dealt with in an orderly, efficient manner.

3.3.5. To ensure that proper minutes are taken and sign the minutes of Board meetings and shareholder’s meetings jointly with the Secretary. Minutes which have been signed correct by the Chairman of the meeting are prima facie evidence of the proceedings.

3.4 Relations with the Shareholder

3.4.1. To act as the Company’s leading representative and be the spokesperson at functions and meetings to present the aims and policies of the Company.

3.4.2. To maintain sound relations with the Company’s shareholder and ensuring that the effective communication and disclosures are being carried out.

3.4.3. To ensure that all directors be made aware of the main concerns of the shareholder and key stakeholders and that their views be communicated to the Board as a whole.

3.5. Induction, Development, Succession and Performance Evaluation

3.5.1. To ensure that newly appointed directors participate in an induction program with the support of the Company Secretary.

3.5.2. To ensure that the development needs of the directors are identified, and appropriate training be provided to continuously update the skills and knowledge of the directors so that they fulfil their role on the Board and its Committees.

3.5.3. To identify the development needs of the Board as a whole to promote its effectiveness as a team.

3.5.4. To oversee a formal succession plan for the Board, CEO and certain senior management position, in collaboration with the CGC.

NOMINATION AND APPOINTMENT PROCESS OF DIRECTORS

1. The Board identifies the profile for the consideration as director of the company based on the skills and competences that company’s board requires to perform efficiently. Suitable candidates are proposed for consideration by the Board and the Chairman is delegated by the Board to interview the shortlisted candidates.

2. The Chairman carries out interviews of the potential candidate(s) before selecting appropriate candidates.

3. The Chairman then proposes the selected candidate(s) to the Board for assessment.

4. Once Board has reviewed and is satisfied with the profile of the candidates, the Board shall propose the election of the potential candidate/s by way of an ordinary resolution/s to be approved at the Meeting of Shareholder/s.

5. Reappointment of a director at the end of his/her mandate shall be based on the recommendation of the Chairman and subject to approval from the Board of directors and to election by the shareholder.

6. A letter of appointment stipulating the terms and conditions is remitted to the new directors.

7. Necessary filing is effected with regulatory authorities.

8. The Board then ensures that an induction programme is provided to the new Directors covering their roles and responsibilities.

POSITION STATEMENT OF COMPANY SECRETARY

1. Compliance

1.1. To ensure that the organisation complies with its constitution, all relevant statutory and regulatory requirements, codes of ethics and procedures established by the Board.

1.2. To inform Board of all legislations relevant to or affecting meetings of shareholders and directors.

1.3. To continually review developments in corporate governance.

2. Board
members – Appointment, Guidance and Development

2.1. To ensure that procedures for the appointment of directors are properly undertaken.

2.2. To facilitate the proper induction of directors into their role.

2.3. To provide the Board as a whole and directors individually with guidance as to their roles and responsibilities, advising and
assisting the directors with respect to their duties and responsibilities, in particular compliance with prevailing regulations.

2.4. To act as a channel of communication and information for non-executive directors.

2.5. To assist the Chairman in governance processes such as Board and Committee evaluation.

3. Organisation of Meetings of the Company

3.1. To prepare the agenda of Board, Board Committees and shareholder’s meetings in consultation with the Chairman and the CEO and to circulate the agendas and supporting documents in a timely manner.

3.2. To ensure that there is a quorum for meetings.

3.3. To take minutes of Board/Annual meetings and circulate draft minutes to all members and to ensure that minutes of proceedings of Board meetings and meetings of shareholder as well as resolutions of the Board are properly maintained.

3.4. To ensure that Annual and Special Meetings of Shareholder are held in accordance with the requirements of the Companies Act and the Company’s Constitution.

3.5. To ensure that proxy forms are correctly processed and that the voting process whenever applicable is carried out correctly at meetings of shareholders.

4. Communication with the Shareholder

4.1. To ensure that the shareholder’s interests are taken care of and act as a primary point of contact for the shareholder.

4.2. To communicate with the shareholder and arrange payment of dividends and/or interest, issuing documentation regarding corporate events being undertaken by the Company such as rights and bonus issues and maintaining good shareholder relations.