TABLE OF CONTENTS
|| The Board
|| Composition of the Board
|| Board Meetings
|| Decision-Making within the Board
|| Board Committees
|| The Corporate Secretary
|| Terms of Office of Directors
|| Disqualification & Removal of Directors
|| Induction Program & Ongoing training
|| General Duties of Directors
|| Board Accountabilities and Responsibilities
|| Code of Conduct for Board Members
|| Review and amendments of the Board Charter
|| Annexure 1: Position Statement of the Chairperson
|| Annexure 2: Position Statement of the Company Secretary
|| Terms of Reference of the Board Committees
1.1 The purpose of the present Board Charter is to define the composition and the role of the Board of Directors of CEB (the "Board") and the general duties of its Directors.
1.2 The Board is responsible for directing the affairs of CEB in the best interests of the organisation and in conformity with the applicable legal and regulatory framework and best governance practice.
1.3 This Board Charter is complementary to the requirements regarding the Board and Board members contained in relevant legislation and regulations.
2. THE BOARD
The composition of the Board is provided for in the CEB Act as follows:
- A Chairperson;
- The General Manager (‘GM’);
- A representative of the Ministry of Finance;
- A representative of the Parent Ministry;
- A representative of the Ministry of Economic Planning and Development;
- A representative of the Central Water Authority;
- One (1) member chosen from among thin members of the Engineers Association;
- Two (2) members of the Electricity Advisory Committee set up under section 24 of the CEB Act by the members thereof from among themselves, one of whom shall be selected to represent the interests of urban consumers of electricity, and the other, the interests of rural consumers;
- Two (2) other members, with experience in agricultural, industrial, commercial, financial, scientific or administrative matters;
- Two (2) members having wide experience in renewable energy.
2.2 Board Meetings
(i) Frequency, Notice and Agenda and Venue of Meetings
The Board shall meet as often as necessary, but not less than once per month, as preconised in the CEB Act. Meetings shall be scheduled annually in advance, according to a preset calendar. The Board of Directors shall meet earlier than scheduled if deemed necessary by the Chairperson or two other Board Members.
- Notice and Agenda
Board Meetings 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 three (3) business days prior to the meeting. For each item on the agenda, an explanation in writing shall be provided and related documentation will be attached. The Chairperson shall consult with the GM prior to convening the meeting on the content of the agenda. Each Board Member, has the right to request that an item be placed on the agenda for a board meeting; provided that the item is received by the Chairperson at least ten (10) business days prior to the meeting.
Board meeting are generally held at the registered office of the CEB but may also take place elsewhere. In addition, meetings of the Board may be held by conference call, video conference or any other means of communication, provided all participants can communicate with each other simultaneously.
A director must do his utmost to be physically present at all Boards Meetings during the year, or otherwise attend by phone or teleconference. If a Board member is frequently absent from Board meetings, he/she shall be required to explain in whole or in part.
No business shall be transacted at a Board meeting if a quorum is not present, whether physically or otherwise by phone or teleconference.
The quorum for a meeting of the Board shall be the Chairperson and four (4) members of the Board.
A Director having an interest in a transaction or proposed transaction with the Company, which will be discussed at a Board meeting, is not to be counted in the quorum of that meeting.
If a quorum is not present at a meeting, such meeting shall stand adjourned for two (2) days, provided such day is a business day and otherwise to the next following business day and at the adjourned meeting, any four (4) Directors would constitute a quorum. The adjourned meeting shall take place at the same time and place at which the original meeting was convened.
2.4 Decision-Making within the Board
Questions arising at any meeting of the Board shall be decided by a majority of the votes of the Chairperson and of the members present, and, if at any such meeting the votes are equally divided, the Chairperson shall have a second or casting vote, as prescribed in the CEB Act.
A director present at a meeting of the Board is presumed to have agreed to, and to have voted in favour of a resolution of the Board unless he expressly dissents from or votes against the resolution at the meeting. Board members should ensure that their dissenting opinions are recorded in the minutes.
Other than at a Board meeting, Board resolutions may also be adopted in writing, provided that, it is signed or assented to by all the Directors then entitled to receive notice of a Board meeting. Any such resolution may consist of several documents in like form each signed and assented to by one or more directors and shall be entered in the minute book of the Board proceedings.
Minutes must be drawn up for every Board meeting and for every resolution adopted in writing outside a meeting. The minutes are to be signed by the Chairperson of the meeting and then added to the Company’s records. The Board papers must be properly and securely stored by the Corporate Secretary.
3. BOARD COMMITTEES
The Board of Directors has delegated certain of its responsibilities to board committees to assist it in discharging its duties through a more comprehensive evaluation of specific issues in line with the activities of the Company. The Board remains collectively responsible for the decisions and actions taken by any committee.
The Chairperson of the Board shall not be eligible to be appointed as member of the Committees.
The Board must determine and approve the composition and the committees’ terms of reference (“TOR”) which shall be formally laid down and published in the Company’s annual report. All Board Committees shall have at least three (3) members, appointed amongst the Directors and non-Directors, in exceptional cases where a specific skill is required. The composition and the TOR as regards each committee shall be reviewed and amended as and when deemed necessary by the Board.
As to date and to facilitate effective management, the Board has established an Audit, Risk and Good Governance Committee, a Finance Committee and a Human Resource Committee. These committees make recommendations, which are submitted to the Board for approval.
There shall be transparency and full and effective disclosure from the board committees to the Board. The TOR of each Board Committee are annexed to the present Charter.
Board Meetings are presided over by the Chairperson of the Board and, in his absence from a meeting, the members present shall elect a Chairperson from among themselves.
In the absence of the Chairperson from Mauritius, the Minister may nominate a member of the Board to act as Chairperson and such member shall exercise all the powers and perform all the duties of the Chairperson.
The title, function and role of the Chairperson should be separate from that of the GM.
The Chairperson is primarily responsible for the activities of the Board and its Committees.
He/ She shall act as the spokesperson for the Board and is the principal contact for the GM. The GM and the Chairperson shall meet regularly.
The Chairperson’s detailed position statement is annexed to the present Charter.
5. THE CORPORATE SECRETARY
The Corporate Secretary assists the Board. All members may consult the Corporate Secretary for advice or to use his / her services.
The Corporate Secretary sees to it that the Board follows correct procedures and that the Board complies with its obligations under the law. He/ She shall assist the Chairperson of the Board in organizing the Board’s activities (including providing information, preparing an agenda, reporting of meetings, evaluations and training programs).
The Company Secretary’s detailed position statement is annexed to the present Charter.
6. TERMS OF OFFICE OF DIRECTORS
The Chairperson and members, other than the GM and the representative of the Ministry of Finance, the representative of the Minister, the representative of the Ministry of Economic Planning and Development and the representative of the Central Water Authority, shall be appointed by the Minister and shall hold office for 3 years and may be eligible for re-appointment.
6.2 Disqualification & Removal of Board Members
A Board Member shall hold office until his resignation, disqualification or removal in accordance with the CEB Act.
6.3 Induction Program & Ongoing training
Upon his / her election, each Board member shall participate in an induction program that covers the Company’s strategy, general financial and legal affairs, financial reporting by the Company, any specific aspects unique to the Company and its business activities, and the responsibilities of a Board member.
7. GENERAL DUTIES OF DIRECTORS
The Board Members shall comply with their legal, statutory and equitable duties and obligations when discharging their responsibilities as Board Members. Broadly, these include:
- Acting in good faith, with honesty and integrity and in the best interest of the organisation;
- Ensuring that they have the time to devote to diligently carry out their responsibilities and duties to the organisation;
- Acting with care and diligence and for proper purpose;
- Avoiding conflicts of interest at all times and disclosing any actual or potential conflicts of interest which may exist or be thought to exist as soon as the Board Member becomes aware of the issue
- Refraining from disclosing to unauthorized persons or making improper use of information gained through the position as Board Member and from taking improper advantage of the position;
- Discharging diligently their duties and obligations to the organisation;
- Observing and fostering high ethical standards and a strong ethical culture in the organisation;
- With the committees’ assistance, preparing and presenting the financial statements in accordance with International Public Sector Accounting Standards;
- Complying with the relevant laws and regulations.
8. BOARD ACCOUNTABILITIES AND RESPONSIBILITIES
The Board’s overall responsibilities include the following:
- To prepare and carry out development schemes relating to electricity services;
- To prepare plans for the generation, transmission, procurement, distribution and sale of electricity;
- To construct, maintain and operate the necessary infrastructure for the generation, transmission and distribution of electricity;
- To transmit electricity and carry out system operation;
- To purchase electricity from the holder of a generation licence and distribute and sell electricity;
- To ensure that its total revenues are sufficient to meet its total expenses;
- To collect, with the approval of the Minister, fees on behalf of any entity; and
- To discharge such other functions conferred upon it under this Act or any other enactment.
- To be responsible for the performance and affairs of the organisation;
- To ensure that the organisation complies with all relevant laws, regulations and codes of best business practice;
- To approve the Company’s and the group’s annual budget;
- To approve the audited financial statements and annual report;
- To be responsible for risk governance and ensure that the organisation develops and executes a comprehensive and robust system of risk management; and ensure the maintenance of a sound internal control system;
- present a fair, balanced and understandable assessment of the organisation’s financial, environmental, social and governance position, performance and outlook in its annual report;
- To nominate the representatives of the organisation to represent the latter on subsidiaries’ boards;
- To ensure that the conflicts of interest issues are dealt by the Board members as per all relevant laws, regulations and codes of best business practice.
9. CODE OF CONDUCT FOR BOARD MEMBERS
9.1 Compliance with Laws, Rules & Regulations
The Board Members ::
- must comply, and oversee compliance by officers and other Board Members, with laws, rules and regulations applicable to the organisation;
- should encourage the reporting of any illegal or unethical behaviour. They should communicate any suspected breaches of this Charter promptly to the Chairperson of the Audit, Risk and Good Governance Committee or of the Board (as applicable). Any breach of the Charter will be investigated, and appropriate actions taken as necessary.
9.2 Conflict of Interest
Conflict of interest can be defined as a situation where a Board Member or related party has a personal or financial interest in any transaction or decision taken by the Board, which would impair his/her judgement in exercising his/her responsibilities.
The Board Members should:
- Not take improper advantage of their position or use the orgnaisation’s property or position for personal gain.
- As far as possible, avoid conflicts of interest and where a conflict or potential conflict arises, the same must be disclosed promptly to the Chairperson of the Audit, Risk and Good Governance Committee or of the Board (as applicable) and all procedures for dealing with such cases must be strictly adhered to.
- Not participate in the discussions and decision-making related to any particular issue on which the Board Member(s) have a conflict of interest.
A conflict of interest may occur when:
- A Board Member’s personal interest or the interests of a Related Party conflicts or may seem to conflict with the interests of the organisation.
- A Board Member or a Related Party, receives improper personal benefits as a result of his/her position in the organisation.
A Related Party includes the following:
- A person having close connections with a Board Member, including:
- His / her spouse or partner;
- His / her children and his / her spouse’s or partner’s children;
- His / her father and mother, and his / her spouse’s or partner’s father and mother;
- His / her grand-parents, and his / her spouse’s or partner’s grand-parents;
- His / her dependents, and his / her spouse’s or partner’s dependents;
- His / her business partners; and
- Any person whose judgment or decisions could influence him / her as a consequence of a relationship or arrangement between themselves or involving themselves and any of the persons in paragraphs (i) to (vi).
- An entity of which a Board Member or any of the persons in paragraphs (a)(i) to (a) (vii):
- has control;
- may, because of his / her shareholding, exercise a significant influence on the composition of the entity’s Board of Directors and / or its financial and operating policy decisions
- is a Board / Executive Member.
A Board Member has to notify the organisation of any direct and indirect interests in any contracts entered into by the organisation, interests in any transactions, including potential and existing conflicts of interests.
The said Board member shall not take part in any discussion or decision-making regarding any subject or transaction which he / she has a conflict of interest with the organisation.
The Corporate Secretary shall cause for an Interest Register to be kept for the Organisation.
9.3 Gifts & Entertainment
Board Members should not accept or provide gifts or entertainment in return for any business, services, confidential information or any kind of favours.
Board Members must never, directly or through intermediaries, offer or promise any personal or improper financial or other advantage in order to obtain or retain a business or other advantage from a third party, whether public or private.
Board Members must also refrain from any activity or behaviour that could give rise to the appearance or suspicion of such conduct or the attempt thereof.
9.5 Anti-money laundering and Combating the Financing of Terrorism (“AML/CFT”)
The Board Members should understand the AML/CFT laws such as Financial Intelligence and Anti-Money Laundering Act 2002, Financial Intelligence and Anti-Money Laundering Regulations 2003 and such other applicable laws.
The Board Members should be able to identify the risks associated with Anti-money laundering to the Organisation’s business and reputation.
9.6 Working Relationships
Board Members should always strive to create an environment, which is conducive to team work, diversity, and mutual respect.
9.7 Data Privacy
9.7.1 Confidential Information
Unless required to do so by law, no Board member shall, during his / her tenure on the Board or thereafter, disclose any information regarding the business of the organisation and / or any of the wholly-owned subsidiaries, that came to his / her knowledge in the capacity of his / her work for the organisation, and which he / she knows or ought to know to be of a confidential nature
A Board member shall not use such confidential information for his / her personal benefit.
At the end of his / her term of office, a Board member shall return all confidential documents in his / her possession to the organisation or guarantee their disposal in a manner that ensures confidentiality is preserved.
9.7.2 Protection of organisation assets
Board Members must never engage in fraudulent or any other dishonest conduct involving the property or assets or the financial reporting and accounting of the organisation.
Board Members must take reasonable care to safeguard the organisation’s assets as well as data and information.
9.8 Reputation And Goodwill
Board Members must avoid any communication (written or oral), disclosure or interaction that might defame the organisation or otherwise damage its reputation.
Board Members should not make any public statement either to the media or on any other forum (including social media and blogs) relating to the organisation unless they have been properly mandated to do so.
In all communications made on the organisation’s behalf, Board Members should always be courteous irrespective of the situation.
Board Members should be conscious that views expressed outside the Board’s / organisation’s perimeter, may at times be interpreted as the views of the Board / organisation and, as such, may have unintended consequences on the organisation’s reputation.
9.9 Corporate Opportunities
Board Members must not take improper advantage of their position, use the organisation’s property or position for personal gain, or compete with the organisation. Board Members may not use any information or opportunity received by them in their capacity as Board Members in a manner that would be detrimental to the organisation’s or national interests.
10. REVIEW AND AMENDMENT OF THE BOARD CHARTER
The Board may at any times review and amend the present Board Charter by a simple majority decision of its members.
Approved by the Board on
Position Statement – Chairperson of the Board
The Chairperson is responsible for:
- Chairing Board meetings
- Upholding rigorous standards of preparation for meetings
- Running the board and ensuring its effectiveness in all aspects of its role, including regularity and frequency of meetings
- Setting the board agenda, taking into account the issues and concerns of all board members.
The agenda should strike a balance between addressing past issues and be forward looking by concentrating on strategic matters
- Ensuring that there is appropriate delegation of authority from the board to executive management and board committees
- Ensuring the board’s committees are properly structures with appropriate terms of reference
- Ensure that the board members receive accurate, timely and clear information, including that on the organisations’s current performance, to enable the board to take sound decisions, monitor effectively and provide advice to promote the success of the organization
- Managing the board to allow enough time for discussion of complex or contentious issues The Chairperson should ensure that all board members have sufficient time to consider critical issues and obtain answers to any questions or concerns they may have and are not faced with unrealistic deadlines for decision-making
- Ensuring that the decisions by the board are executed
- Facilitating the effective contribution of all board members and encouraging active engagement by all members of the board
- Ensuring constructive relations between the board members
- Induction, Development and succession
- Ensuring that new directors participate in a full, formal and tailored induction programme, facilitated by the Corporate Secretary
- Identifying the development needs of the board as a whole to enhance its overall effectiveness as a team
- Overseeing a formal succession plan for the Board, the General Manager and certain senior management positions
Position Statement – Corporate Secretary
The Corporate Secretary is responsible for:
- Ensuring that the organisation complies with all relevant statutory and regulatory requirements, codes of ethics and rules established by the board
- Providing the board as a whole and individual board members with detailed guidance as to how their responsibilities should be properly discharge in the best interest of the organisation
- Developing the agenda of board and board committee meetings in consultation with the Chairperson of the Board and of the Committees, and the General Manager
- Circulating agendas and any supporting papers in good time
- Checking that quorum of meeting is present
- Taking minutes of board and committee meetings, and circulate to all members
- Ensuring that meetings and resolutions of the board are properly held and passed in accordance with the organisation’s rules and regulation
- Assisting in the proper induction of board members
- Providing comprehensive practical support and guidance to board members, both as individuals and as a collective
The Corporate Secretary should ensure compliance with all relevant statutory and regulatory requirements.
Both the appointment and removal of the Corporate Secretary shall be a matter for the board as a whole. The board must satisfy itself that the appointee is fit and proper and has the requisite attributes, experience and qualification to properly discharge his/her duties.
The Corporate Secretary should report to the Chairperson on all board governance matters and administratively to the General Manager of the organisation