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Annual IntegratedReport2016

Launch of the Audit Committee Forum’s Position Paper 3

Mauritius Institute of Directors - IntegratedReport 3

Contents

About this Report 04

Key Data and Highlights 05

Founders and Patrons 06

Corporate Information 08

Profile of Directors and Senior Management 09

Chairperson’s Statement 13

Directors’ Report 16

Corporate Governance Report 36

Sustainability Report 47

Value Added Statement 53

Directors’ Responsibility Statement 54

Secretary’s Certificate 55

Independent Auditors’ Report 56

Financial Statements 57

Statement of Financial Position 57

Statement of Income and Expenditure 58

Statement of Changes in Members’ Funds 59

Statement of Cash Flows 60

Notes to the Financial Statements 61

Global Reporting Initiative (GRI) Content Index 72

Mauritius Institute of Directors - IntegratedReport4

About this Annual Integrated Report(G4-3, G4-28, G4-30, G4-31)

The Mauritius Institute of Directors (MIoD) reports annually in line with the Mauritius Companies Act 2001 and this Annual Integrated Report

for the year ended 30 June 2016 has been prepared using the Global Reporting Initiative (GRI) G4 guidelines. A detailed GRI Content Index,

providing responses to each of the GRI G4 criteria, can be found on our website at www.miod.mu as well as on pages 72 to 75 of this report.

This is the fourth MIoD Annual Integrated Report and is in line with the MIoD’s objective to promote corporate sustainability and lead by

example. All previous Annual Reports can be found on the MIoD’s website. Any questions relating to this Report or any of the activities of the

MIoD can be addressed to the Chief Executive Officer at [email protected]

Members networking event and welcome for the new CEO

Workshop delivered by Mike Saunders


Key Data & Highlights

Retention

Members Growth 2008-20161400

1200

1000

800

600

400

200

0

2008

/200

9

2009

/201

0

2010

/201

1

2011

/201

2

2012

/201

3

Total Members900

800

700

600

500

400

300

200

100

0

Total Fellows Total Members TotalAssociates Total

Men

Women

372

55

535

234

31

35

938

324

Members by Sector

400

300

200

100

0

No

of m

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Acc

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& F

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81%

*Resigned includes moved overseas, ill-health, deceased, retired and bad debts

Events

New MembersResigned *

2013

/201

4

172260

527

708850

1002

Participants

2014-2015 2015-2016

Chairman & CEO

Breakfast Forums

DDPWorkshops

CG BytesNetworkingEvents

EOCP Directors’Skills

Workshops

BoardAppraisals &

InhouseWorkshops

13 11

17 14

4043

75 44 5 7

1 0

2015-2016

2014-2015

Inhouse Workshops Public Workshops & Events

3941094

8501126

2014

/201

5

2015

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6

11561262

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19%


as at 01 July 2016, following the amalgamation of Ireland Blyth Limited with and into GML Investissement Ltée.

FOUNDERS

as at 01 July 2016, following the amalgamation of Ireland Blyth Limited with and into GML Investissement Ltée.


PATRONS


Company SecretaryNavitas Corporate Services Ltd

Registered Office1st Floor, Standard Chartered Tower,19, Cybercity, Ebene 72201, Mauritius

Directors who completed their term of office during the yearRicardo FREYNEAU (24 September 2015)Ben LIM (24 September 2015)

Catherine MCILRAITH

Ravin LAMA

Jean Pierre LIM KONG

Heba CAPDEVILA-JANGEERKHAN

Dr. Sidharth SHARMA

Philippe Olivier DECOTTER

Patricia DAY-HOOKOOMSING

Neemalen GOPAL

Bryan GUJJALU

Paul HALPIN

Tahen Kumar SERVANSINGH

Jane VALLS

Juan Carlos FERNANDEZ ZARA

BOARD OF DIRECTORS

Independent Non-Executive Director | Board Chairperson

Independent Non-Executive Director | Board Vice-Chairperson

Independent Non-Executive Director |Chairperson, Audit & Risk Committee

Independent Non-Executive Director |Chairperson, Membership & Nomination Committee

Independent Non-Executive Director | Chairperson, Education Committee

Independent Non-Executive Director | Chairperson, Corporate Governance Committee

Non-Executive Director

Independent Non-Executive Director




Executive Director and CEO (up to 15 January 2016)

Executive Director and CEO (as from 25 May 2016)

F

M

M

F

M

M

F

M

M

M

M

F

M

21.09.2011

21.09.2011

25.09.2013

26.09.2012

25.09.2013

25.09.2013

26.09.2012

24.09.2015

25.09.2013

24.09.2015

25.09.2014

26.04.2010 to 15.01.2016

25.05.2016

GenderTitleName Date of Appointment

Corporate Information


Profile of Directors and Senior Management

Catherine McIlraith ChairpersonIndependent Non-Executive Director(52 years)

Catherine McIlraith, a Mauritian citizen, holds a Bachelor of Accountancy from the University of the Witwatersrand, Johannesburg, South Africa and has been a member of the South African Institute

of Chartered Accountants since 1992. She served her Articles at Ernst & Young in Johannesburg. She then joined the Investment Banking industry and has held senior positions in corporate and specialised finance for Ridge Corporate Finance, BoE NatWest and BoE Merchant Bank in Johannesburg. She returned to Mauritius in 2004 to join Investec Bank where she was Head of Banking until 2010.

She is a Fellow of the Mauritius Institute of Directors (MIoD). She is an Independent Non-Executive Director and a member of various Committees of a number of public and private companies in Mauritius including AfrAsia Bank Limited, CIEL Limited, Les Gaz Industriels Limited, Astoria Investments Limited, Anchor Capital (Mauritius) Limited and The Mauritius Development Investment Trust Co Ltd. She is also the Chairperson of the MIoD and a member of the Financial Reporting Council since October 2014.

Jean Pierre Lim Kong Independent Non-Executive Director (47 years)

Jean Pierre Lim Kong is a Fellow of the Institute of Chartered Accountants in England and Wales and holds a BSc (Hons) in Mathematics and Management Studies from King’s College London.

He is currently the Chief Finance Executive of the Cim Group, a financial services group listed on the Stock Exchange of Mauritius. Jean Pierre joined the Cim Group in September 2005 as Managing Director of Cim Finance and Cim Leasing and subsequently became the Group’s Chief Finance Executive in June 2008. He is a Fellow of the Mauritius Institute of Directors (MIoD) and board member of the MIoD since October 2013. He is also a member of the listing committee of the Stock Exchange of Mauritius since 2016.

Prior to joining the Cim Group, he worked for KPMG’s audit and consulting practice in London for six years. He then worked in the business advisory departments of KPMG and DCDM Consulting in Mauritius before joining Innodis as General Manager - Finance and Administration from 2000 to 2005.

Ravin Lama Independent Non-Executive Director(54 years)

Ravin Lama is a science graduate from India. He is currently the Managing Director of Mind Initiatives Ltd, a training institution, after having spent 8 years as the Executive Director of AAPCA Mauritius, looking after the national daily Le Matinal.

He has extensive experience in the field of communication, advertising, branding, PR and publishing, having successfully launched several newspapers and brands in Nepal while working and consulting with clients both national and international. He is the Publisher and Managing Director of Nepal’s largest selling English daily - The Himalayan Times, the only Certified Edward de Bono Trainer in Nepal on the “Six Thinking Hats” and the Charter President of the Rotary Club of Charumati, Kathmandu. He is also the Charter President of the IAA - Nepal Chapter (International Advertising Association), Nepal Country Representative for the Cannes Gold Lions, a Member of AFAA (Asian Federation of Advertising Associations) which hosts ADASIA every two years.

He was a former Board Member of Mauritius Qualifications Authority, American Chamber of Commerce (AMCHAM), the Past President of the Association of Registered Professional Training Institutes (ARPTI), and the Past President of the Parents Teachers Association of Le Bocage International School, Moka, and is on the Faculty Board of Business and Management at the Université des Mascareignes, Mauritius.

He was awarded the “Outstanding Brand Achiever Award” at the “World Marketing Summit Malaysia 2013” and “Golden Globe Tiger Award 2013”. He organises the Brand Magic Summit, an international summit on branding, in Mauritius and the BrandFest in Kathmandu.

Heba Capdevila - Jangeerkhan Independent Non-Executive Director (46 years)

Heba Capdevila-Jangeerkhan is Chief Operating Officer (COO) at Taylor Smith Group, and Director on the Boards of most Taylor Smith Group companies, Property Finder Ltd and Valendor (Mauritius) Ltd.

She is a Business Graduate from The University of Sheffield and holds an MSc in Organisation Development from Sheffield Business School. She speaks 4 languages, and has lived and worked in South America, the Middle East, Spain and the UK.

She has over 20 years of professional experience in business administration, sales, human resources, organisation development and business strategy, in both private and public sector organisations. She started her career in the Middle East and the UK, before coming to Mauritius in 1995.

Her professional industry experience includes textile, retail, engineering, BPO industries, manufacturing, marine activities, logistics & distribution, communications, amongst others. She has been a Director of Taylor Smith Group since 2004.


Dr. Sidharth SharmaIndependent Non-Executive Director (41 years)

Dr. Sidharth Sharma is the Group Managing Director of RHT Holding Ltd, an investment company listed on the Development and Enterprise Market of the Stock Exchange of Mauritius Ltd. RHT Holding holds investments in several key sectors of the

Mauritian economy such as transport, real estate and financial services. He joined RHT Holding Ltd in 1996 as Logistics Manager and was appointed Director in 1999. He is also a member of the Nomination and Remuneration Committee of the company.

He obtained his PhD. in Telecommunications from the University of Bristol in 2004 and holds an M.Sc. Communications Systems and Wireless networks, also from the University of Bristol, as well as a B.Sc. Electrical Engineering from the University of Cape Town. He has also worked at British Telecom as a Research Engineer.

He is a member of the National Council on Road Safety.

Patricia Day-HookoomsingNon-Executive Director (67 years)

Patricia Day-Hookoomsing holds a BA Joint Honours in Latin and French from the University of Reading, UK, a PGCE in the teaching of English as a Second Language, the ACCA Certified Diploma in Accounting and Finance and the IFE Diplôme d’Études

Professionnelles Approfondies en Entrepreneuriat. She is presently studying part-time for a PhD in Education at the University of Reading, UK.

She is currently Managing Director of Consultancy Company Ltd (CCL), a private training firm, which she joined in 1989 after 16 years as an English Language teacher at the Lycée Labourdonnais. She is also a Director of the MCCI Business School and Lecturer at the Institut de la Francophonie de l’Entrepreneuriat (IFE).

She is a Fellow of the UK Institute of Leadership and Management, Fellow of the Mauritius Institute of Directors and Honorary Fellow of the Mauritian Institute of Management. She is an accredited trainer with the Ethics Institute of South Africa, the IFC Global Corporate Governance Forum and the Mauritius Qualifications Authority.

Philippe Olivier DecotterIndependent Non-Executive Director (35 years)

Philippe Olivier Decotter graduated in business and private law from Montesquieu University in Bordeaux, France. He started his career in January 2006 at Investment Professionals Ltd, a leading Mauritius-based asset management house, where he held

the function of Legal & Compliance Officer as well as MLRO. He then joined GML Management Ltée in October 2010 to act as GML’s Legal Executive and now holds the position of Legal & Ethics Executive.

He is a certified Ethics Officer from The Ethics Institute (South Africa). He is a member of the Boards of Directors of Alentaris Ltd and City Brokers Ltd. He is currently the chairperson of the management and investment committees of the GML Pension Fund.

Bryan Gujjalu Independent Non-Executive Director (40 years)

Bryan Gujjalu holds a Diplôme d’Ingénieur INSA (Masters in Engineering) and an MBA from l’Institut d’Administration des Entreprises (IAE), France. He was previously the Chief Executive Officer of the Indian Ocean subsidiaries of APAVE International,

and the Deputy Managing Director of APAVE International for the business development of the Southern Africa-Indian Ocean-Australia region. He built up his international experience in the engineering and training fields, mainly in Northern African and UAE countries for the oil and gas industry and was involved in negotiations and due diligence for several joint ventures and acquisition opportunities.

Before joining Safyr Wealth Services, an Offshore Management Company, he was an Investment Partner in a Private Equity firm, where his main responsibilities included analysis of investment targets, deal flows management, corporate governance and process improvement, strategy and value creation.

As a director of the Board of Safyr Wealth Services and director of Capital Markets Division, he is involved in strategy, structuring, tax and corporate finance, with a strong focus on stock exchange listing.

He is a registered EUR ING European Engineer, a registered trainer with the Mauritius Qualifications Authority in Safety, Technical, Softskills and Management training, and a Certified Practitioner Coach (Business and Life).


Tahen Kumar ServansingIndependent Non-Executive Director (59 years)

Tahen Kumar Servansingh holds a Bachelor’s degree in Physics and started his career as a physics teacher at Royal College Port-Louis and Queen Elizabeth College. In 1992, he moved to the Ministry of Finance as Adviser to the Minister of Finance. From 2005 to

2010, he was Senior Adviser to the Vice Prime Minister and Minister of Finance, and contributed to the formulation and implementation of national economic policies, capacity building, national economic empowerment programmes and the corporate social responsibility framework. He was also appointed by the Vice Prime Minister and Minister of Finance to serve on several Boards and Committees.

He is a former Chairman of the Sicom Group and has been a director of the State Investment Corporation, the Mauritius Duty Free Paradise, the National Equity Fund and the Real Estate Investment Trust. He was also a board member of the Gambling Regulatory Authority, and the Corporate Social Responsibility Committee.

He is currently the Special Adviser to the Chairman of Mauvilac Group. He is a director of Mauritius Development Investment Trust Company Limited (MDIT), Building and Civil Engineering and India Equity Partners Fund. He is a Fellow of the Mauritius Institute of Directors (MIoD) and has been a director of the MIoD for the past 2 years.

Paul HalpinIndependent Non-Executive Director (57 years)

Paul Halpin is a Chartered Accountant, an active independent Non-Executive Director, a business services entrepreneur and a former partner at PwC Johannessburg, London and Dublin. He is experienced in the following sectors: financial services

(banking, insurance, fund management), oil and gas, ICT, healthcare, real estate, construction, renewables and heavy manufacturing.

Paul is Independent Non-Executive Director of a Real Estate Development Fund owned by major North American and South African Institutions, focused on the African market, and Independent Non-Executive Director of companies within a global satellite media group, with investments in India, Africa, China and the Middle East.He also serves as Independent Non-Executive Director, Investment Committee Member and Audit Committee Chairman of a diversified group of companies, listed on the Stock Exchange of Mauritius, and Independent Non-Executive Director of a Real Estate Fund owned by the Chinese Government-owned CITICC and IFC, a subsidiary of the World Bank and strategic board-level adviser to a number of high-profile clients in the UK, East Africa, Mauritius and India.

He is also the Executive Chairman of the Board of a group of oil and gas importation and distribution companies in East Africa.

Neemalen GopalIndependent Non-Executive Director (54 years)

Neemalen Gopal holds a DEUG A (Diplôme Universitaire D’Etudes Générales) from University of Reunion Island, a MIAG (Maitrise Informatique Appliquée à la Gestion) and a DEA (Diplôme des Etudes Approfondies) – Artifical Intelligence from

the University of Grenoble, France.

He is an experienced Chief Executive Officer with a solid track record of achievements, both in the public and private sectors of Mauritius. He currently acts as the ‘ IT Cluster Director ‘ of the Leal Group IT Cluster, namely; Leal Communications and Informatics Limited, Elytis, CiSolve Int., Solinfo SARL. He is also a Board Member of ICT Academy and UOM Enterprise.

He was the winner of the Africa Leadership Award (Information Technology) in December 2014. He is a Council member of the University of Mauritius, a Trustee of UOM Trust, a Fellow of the Mauritius Institute of Directors (MIoD) and has been a director of the MIoD for the past year.

Jane Valls CSK Executive Director and CEO (62 years)From 26 April 2010 to 15 January 2016

Jane Valls holds a BA Hons in French and Italian from Birmingham University, UK. She has been awarded an Honorary Doctorate Degree by the University of Middlesex for service to business, women’s empowerment and social justice and was decorated by the

Republic of Mauritius as a Commander of the Order of the Star and Key of the Indian Ocean (CSK) for services to corporate governance.

She was the Chief Executive Officer of the Mauritius Institute of Directors (MIoD) from 26 April 2010 to 15 January 2016. Jane is an accredited trainer with the IFC Global Corporate Governance Forum and the Ethics Institute of South Africa. Before joining the MIoD, she held senior positions and directorships in a wide range of business sectors in Mauritius and overseas with leading companies including British Airways, Sun International and The Rogers Group as well as running her own management and training consultancy.

She is a Fellow of the Mauritius Institute of Directors and was the first Chairperson of the African Corporate Governance Network, a network bringing together 16 Institutes of Directors from across the African continent. She is also a member of Soroptimist International (an international women’s association) and a Director and the immediate past Chairperson of Women in Networking Ltd (WIN).

She left the MIoD in January 2016 to take up the position of Executive Director of the GCC Board Directors Institute in Dubai.


Juan Carlos Fernandez ZaraExecutive Director & CEO (41 years) – Effective as from 25 May 2016

Juan Carlos Fernandez Zara is an expert in corporate governance with over 10 years of international experience in this field, having worked in Asia, Europe and the Americas.

A corporate lawyer, holder of an LL.M. and an MBA, he was previously Corporate Governance Lead at the Inter-American Development Bank in the USA, where he was in charge of the development and promotion of a strategic vision, and the development of policies, guidelines, tools and training materials for the implementation and dissemination of best corporate governance practices throughout Latin America and the Caribbean.

He spent several years at the International Finance Corporation (IFC) as Senior Operations Officer/Program Manager, initially in Serbia where he advised companies, SMEs, banks, micro-finance institutions

Profile of Senior Management

and national governments in the fields of corporate governance and strategy.

His work at the IFC also took him to East Asia and Asia Pacific where he was in charge of managing projects related to good governance in 13 countries. He performed corporate governance assessments for a large number of companies, which included reviewing practices to identify weaknesses and areas of improvement. Juan Carlos also worked closely with educational institutions, helping them develop curricula in the subject matter of corporate governance. He has himself developed corporate governance courses and delivered them to postgraduate students, managers and executives.

He has contributed to the creation of institutes of directors and supported national stock exchanges in Europe and Asia. He has also worked for multinational corporations such as HSBC and Ernst & Young.

Juan Carlos Fernandez ZaraExecutive Director and CEO Please refer to the section above for the profile of CEO.

Jane VALLS Executive Director and CEO Please refer to page 11 for the profile of CEO.

Isabelle FRANCOIS-GOPAL Training and Administrative Executive

Isabelle François-Gopal has a BA Mass Communication from Curtin University of Technology, Perth.

She has 6 years of experience in the training industry and joined the Mauritius Institute of Directors in 2015 as the Training and Administrative Executive to develop and administer MIoD training and education as well as the MIoD information and advisory services. She was appointed Acting Manager until the nomination of the new CEO.

The MIoD has a service agreement with Navitas Corporate Services Ltd for the provision of company secretarial services.

Navitas Corporate Services Ltd provides a wide range of corporate secretarial, administration and advisory services to domestic clients ranging from the small stand-alone companies to large conglomerates listed on the Stock Exchange of Mauritius.

All Directors of the MIoD have access to the advice and services of the Company Secretary, who is responsible for providing guidance as to their duties, responsibilities and powers, whilst also ensuring that the MIoD is at all times in line with applicable laws, rules and regulations in Mauritius.

Navitas Corporate Services Ltd administers, attends and prepares minutes of all Board meetings, Committee meetings and Members’ meetings. The Company Secretary assists the Chairperson in ensuring that Board procedures are followed and that the Company’s Constitution and relevant rules and regulations are complied with. The Company Secretary also assists the Chairperson and the Board in implementing and strengthening good governance practices and processes with a view to enhance long-term stakeholders’ value.

The Company Secretary is the primary channel of communication between the MIoD and the Registrar of Companies.

Company Secretary


Chairperson’s Statement

On behalf of the Mauritius Institute of Directors (MIoD), I am pleased to make the following Statement to our members for the financial year ended 30 June 2016.

The world is currently dealing with the unexpected aftermath of the Brexit and the significance that this could have for the economy over the coming years. Meanwhile, in its latest World Economic Outlook Update, the International Monetary Fund brought down its global growth estimate for this year and the next by 0.1 percentage point, putting 2016 at 3.1% and on par with last year’s pace, the slowest since the financial crisis.

Mauritius too needs to consider how recent global pressures will affect its development. In his recent Budget Speech, the Minister of Finance and Economic Development pointed out that it is time for Mauritius to look towards a new model that would better meet its aspirations. In spite of the sluggish global economy over the last financial year, Mauritius has shown resilience and there are positive aspects to be noted in the country’s performance over the past year. The Budget Speech highlighted that GDP growth rate stands at 3.4% for the year 2015/2016 in spite of the sluggish global outlook. The unemployment rate went down to 7.6% in the first quarter of 2016 from 8.7% a year earlier, while the inflation rate went down to 0.9% for 2015/16 and is expected to be at 2% for 2016/17.

With regards to the progress of good corporate governance in Mauritius, we are pleased to note that as part of the Budget measures in favour of gender diversity, the Minister of Finance has announced that it will now be a requirement for public companies listed on the Stock Exchange to have at least one woman on their Board of Directors. At the MIoD, we believe that diversity on boards is an essential factor in good corporate governance and gender equality is a valuable resource for the progress of our country and the world. Based upon recent research published by AXYS Research team, 60 listed companies have no women on their boards. Overall, women constitute just 6% of available directorships in Mauritius compared to 21% in Europe. We hope that the coming decade will have Mauritius making greater

progress in this area and that our averages compare to world averages.Another much awaited element in the promotion of good corporate governance is the new Code of Corporate Governance, which is currently pending approval. We are confident that the adoption and implementation of the new Code by companies will further promote Mauritius as a leader in good corporate practices in the region and the world.

With the new code, Mauritius will be the first country in the world to use the “apply and explain” approach. This is a different from the prescriptive approach currently used in other codes of corporate governance. The “apply and explain” approach provides a set of principles that companies need to abide to and requires them to also explain how they applied these principles.

The new code pursues the heritage of the code of 2003, but also aims to go to the next level, which is to bring Mauritius’ at par with international standards. The adoption of the new code will be an important moment for Mauritius and is definitely an opportunity for our companies to lead by example.

The innovative changes to the code give room for our companies to adopt systems and practices that will fit with their realities. Corporate governance is not about one-size-fits-all and the new code provides companies with the opportunity to show their strong commitment through a tailor-made approach. The new code will create key opportunities for the MIoD in building partnerships for the development of corporate governance frameworks. We look forward to helping all companies adopt the principles of the code for the benefit of their stakeholders.

Chairperson’s Statement(G4-1)


Chairperson’s Statement continued

Going forward, the Integrity Pledge Project, on which the MIoD has taken the lead, will be a key project in supporting corporate governance. The aim of the project is to increase capacity among local business with regards to the fight against corruption in global value chains through better compliance. The Integrity Pledge Project is being run with support from the Centre for International Private Enterprise (CIPE) which will assist the MIoD in developing an auditable standard, including a self-assessment tool that Mauritian companies can voluntarily use to assess their ethical culture, anti-corruption framework and integrity model.

As you all know, the last financial year was marked by a major change for the Mauritius Institute of Directors. Jane Valls, the former CEO, left the organisation to take up a new post as Executive Director of the GCC Board Directors Institute in Dubai. Jane’s time at the MIoD was instrumental in building the first solid foundations of the institute and we are grateful to her for all her hard work and dedication.

Her successor, Juan Carlos Fernandez Zara took up his post in May 2016, and brings with him a wealth of experience, ideas and knowledge in the field of corporate governance. Juan Carlos has gained international exposure through his work across 4 continents and 30 countries. We are proud to have him in the driving seat of the MIoD and have full confidence that the organisation will flourish under his leadership, as it embarks on the second phase of its development.

As part of this phase, a new strategy is being put in place to better reflect the ever changing needs of the Mauritian business world. The new strategy looks at ways to further engage our different stakeholders, provide added value for our members and reach out more to the public sector, which is a key player of the Mauritian economy. The development and implementation of the new strategy will be an exciting time in the history of the MIoD and we look forward to the continued support of our Founders, Patrons, members, partners and other key stakeholders.

This is, unfortunately my last statement after 2 years as Chairperson, and 5 years as an independent non-executive director on the Board of the MIoD. It has been a pleasure to be part of this organisation and to support its development. I remain a Fellow of the institute and stay committed to advocating for the MIoD.

The MIoD’s achievements would not be possible without the dedication and commitment of my fellow Directors, who serve on a voluntary pro-bono basis, the leadership of the former CEO and our new CEO, the continuing support of our Founders and Patrons, members, and all partners for their contribution to the work of this institute. I also extend my thanks to the executive team of the MIoD whose support of the business continuity during the transition period relating to the change of leadership was invaluable.

This is the MIoD’s fourth Annual Integrated Report using the GRI G4 Framework. We hope that you will enjoy reading this document.

Catherine McIlraithChairperson

MIoD Board 2015/16


Our Values(G4-56)

IntegrityLeading Mauritian corporations and

institutions to international best practice in corporate governance while upholding the

highest ethical, moral and professional conduct.

ExcellenceAiming for excellence in all we do and being passionate

about our values.

AccountabilityActing responsibly and demonstrating accountability for our

decisions.

Knowledge and ForesightPromoting the learning and continuous development of our members

and the acquisition of planning and transformational skills.

Teamwork and InnovationWorking together, in mutual respect, towards a common goal, recognising that

innovation comes from harnessing diversity.

TransparencyOperating in a fair and transparent manner and devoting time for the benefit of the

Institute and its members.

Jane Valls, former CEO, being interviewed by the press


Directors’ Report

1. Introduction (G4-4, G4-5, G4-6, G4-7, G4-8, G4-9, G4-13, G4-17)

1.1. Setting up of the Mauritius Institute of Directors (MIoD) The MIoD was incorporated on 18 January 2008 as a not-for-profit company limited by guarantee under the Mauritian Companies Act 2001, primarily to advance corporate governance in Mauritius by establishing a professional forum for directors and managers within the public and private sectors.

The registered office and business premises of the MIoD are situated at 1st Floor, Standard Chartered Tower, 19 Cybercity, Ebène. The MIoD operates only in Mauritius and does not have any branch office.

Membership of the MIoD is individual and there were 1262 members registered as at 30 June 2016.

1.2. Activities of the MIoDThe day to day affairs of the MIoD are managed by the Chief Executive Officer (CEO), who is also an Executive Director appointed by the Board. Up to 15 January 2016, the post of CEO was held by Jane Valls. As from 25 May 2016, Juan Carlos Fernandez Zara has been appointed as the new CEO of the MIoD.

The Board of the MIoD meets regularly to review the institute’s activities, and look at the business, economic, environmental and social practices it has adopted. The governance dimensions of the MIoD are set out in the Corporate Governance Report on pages 36 to 46 of this report.

The MIoD has three major areas of activity: Membership Services, Training and Education, and Directors’ Services. These activities are generally carried out in Mauritius but the MIoD does respond to specific overseas requests.

The MIoD targets directors, professionals, and any persons wishing to learn more about Corporate Governance and how it should be applied within their organisations. Members are expected to abide by our Code of Conduct. The MIoD provides various membership services which include:

• Membership Card with discounts on various products and services• Quarterly online newsletter• Website and an online documentation centre• Reciprocal links with other international IoDs• Library• An E-Alert service• Priority Bookings• Directors’ Register service• Information and Guidance services• Special members’ events.

Our Value Drivers

• Engagement (with all stakeholders)

• Professionalism (quality and high standards)

• Accessibility (cost)

• Responsiveness (service and reactivity)

• Openness (transparency)

• Model (leadership and integrity)

• Learning and sharing (knowledge and information)

• Innovative and creative (dynamic)


As part of its Training and Education activities, the MIoD runs the following workshops:

• The Director Development Programme (an annual series of 12 workshops)• Corporate Governance Bytes and Legal Insights• Directors Skills Training• Chairperson and CEO’s Breakfast Forum.

In addition, the MIoD provides a number of corporate services in these areas:

• Board Evaluations• Corporate Governance Assessments• Directors’ Search• Ethics Management• Information and Advisory Services• In-house Training.

The MIoD has initiated and runs several Forums and Councils:

The Directors Forum

The objectives of the Directors Forum, which is sponsored by PwC, are to:

• Identify the issues that are of concern to directors• Produce position documents and, through consultation with Government and Regulators, contribute to policy development• Be the voice for governance and directors’ issues in Mauritius• Develop guidance on governance issues for directors.

The Directors Forum has published 3 papers to date:

• Best Practice Guidelines for the Appointment of Directors• An Ethics Guide for Boards• Engaging with Shareholders – A Guide for Boards.

The Directors Forum is currently working on a fourth paper on board performance and evaluation.All these papers can be found on the MIoD website www.miod.mu

Talk on Risk Management at Fellowsnetworking event

The Members of the Directors Forum this year were:

Jean Paul de Chazal (Chairperson)

Richard Arlove

Sunil Benimadhu

Prabha Chinien

Aruna Collendavelloo

Bhagwansing Girish Dabeesing

Rajanah Dhaliah

Akilesh Deerpalsingh

Pierre Dinan

George Dumbell

Gerard Garrioch

Geeanduth Gopee

Juan Carlos Fernandez Zara (as from 25 May 2016)

Michael Ho Wan Kau

Ravin Lama

Matthew Lamport

Georges Leung Shing

Catherine McIlraith

Giandev Moteea

Kemraj Reetun

Benu Servansingh

Aisha Timol

Jane Valls (up to 15 January 2016)


The Audit Committee Forum

The Audit Committee Forum (ACF) is an initiative of the MIoD which was set up in June 2013, in collaboration with KPMG. The objective of the ACF is to help Audit Committees in Mauritius, in both the public and the private sectors, to improve their effectiveness as an essential component of good corporate governance.

The ACF has published 3 position papers, namely:

• Position Paper 1 - Best Practice Guidance Notes for Audit Committees • Position Paper 2 - Interaction of Audit Committees with Internal and External Auditors • Position Paper 3 - The Audit Committee’s Role in Control and Management of Risk

The papers can be found on the MIoD website www.miod.mu

The ACF is currently working on Position Paper 4 entitled ‘Guidelines for the Audit Committee’s Assessment and Response to the Risk of Fraud’.

The Members of the Audit Committee Forum this year were:

Georges Leung Shing (Chairperson up to 6 April 2016)

Anil Gujadhur (Chairperson as from 6 April 2016)

Varsha Bishundat

Alastair Bryce (up to March 2016)

John Chung

Jérôme de Chasteauneuf

Pierre Dinan

Vidula Darshini Doorgakant

Maurice Enouf

Jean Michel Felix


Khoymil Goburdhun

Paul Halpin

Fabrice Koenig

Catherine McIlraith

Sanjay Molaye

Madhavi Ramdin Clark

Kwee Chow (Philise) Tse Yuet Cheong

Sheila Ujoodah

Jane Valls (up to 15 January 2016)

Audit Committee Forum Position Paper 3

Meeting of the Audit Committee Forum


Business Council for Sustainable Development

Following the signature of an MOU with the World Business Council for Sustainable Development (WBCSD) and Ecological Living in Action (ELIA), the MIoD and ELIA set up the Business Council for Sustainable Development (BCSD) in 2015. The BCSD is sponsored by Omnicane.

The Mission of the Business Council for Sustainable Development is to:

• Promote progress towards sustainable development• Further improvements in the management of environmental issues by business and industry• Implement business solutions for sustainable development• Disseminate information about “best practices” identified• Study relevant policy issues and ensure that the resulting views of businesses are fully taken into

account by policymakers.

The BCSD is working on two position papers:

• Sustainable land transport options for Mauritius• Opportunities to counteract the effect of climate change, reduced water availability

and increasing water demand in Mauritius

The Members of the Business Council for Sustainable Development this year were:

Mehran Abdouramane

Chitra Beekoo

Manjeet Bucktowarsing

Raj Cowaloosur

Sophie Desvaux de Marigny (until 29 February 2016

Audrey d’Hotman de Villiers

Roger Espitalier Noël

Louis Denis Koenig

Tony Lee

Donald Li Fook

Damon Page

Vishnee Payen

Maga Ramasamy

Sidharth Sharma

Ahmed Taleb

Emmanuel André

Sunil Benimadhu

Enrico Chadien

Vincent d’Arifat (until 29 February 2016)

Sanju Deenapanray

Mohunraj Dosieah


Jocelyn Kwok

Philippe Le Vieux

Berty Malabar

Chanil Pandoo

Claude Pougnet

Rajiv Ramlugon

Anneloes Smitsman

Jane Valls (until 15 January 2016)

Members networking event and

farewell for Jane Valls

GRI training delivered in collaboration with ELIA


Company Secretaries Circle

Following the joint initiative of the MIoD and the Institute of Chartered Secretaries and Administrators (ICSA) in Mauritius, the Company Secretaries Circle (CSC) was formalised. The CSC is sponsored by ABAX and the first meeting was held on 14 July 2015.

The objectives of the CSC are to:

• Provide a forum for company secretaries and identify critical issues which are of concern to them• Produce position documents and, through consultation with government and regulators, contribute to policy development• Share best practice and find ways to effectively leverage lessons learned• Explore the challenges of delivering effective company secretarial service.

Whistleblowing Council

The MIoD and Transparency Mauritius have signed an MOU to set up a Whistleblowing Council. The objectives of the Council are to:

• Promote whistleblowing within the private sector• Analyse trends and make recommendations accordingly• Act as an advisory council to relevant stakeholders• Raise awareness concerning whistleblowing initiatives.

The Whistleblowing Council is researching best practice guidelines for whistleblowing. The Whistleblowing Council issued a press release on the system of Unexplained Wealth Order in Australia and Ireland, following the presentation of the Good Governance and Integrity Reporting Bill.

The Members of the Company Secretaries Circle this year were:

Marie Anne Adam

Veronique Magny Antoine

Eddie Ah Cham

Christian Angseesing

Clothilde de Comarmond

Virginie Corneillet


Nathalie Gallet

Sophie Gellée

Patricia Goder

Preety Gopaul

Patricia Grenouille

Navin Jowaheer

Louis Denis Koenig

Sabrina Kong

Thierry Labat

Steve Leung

Ambrish Maharahaje

Frances McCaw

Catherine McIlraith (Chairperson from 4 March 2016 to 15 July 2016)

Kareen Ng

Kreshan Narroo

Sudhir Nathoo

Maryvonne Oxenham

Risha Ranlaul-Sookun

Shailen Soobah

Hélène Theveneau (until 6 November 2015)


Meeting of the Company Secretaries Circle


Private Sector Anti-Corruption Task Force (PACT)

PACT is a voluntary private sector anti-corruption initiative, which has been set up with the collaboration of various private sector companies, and the Independent Commission against Corruption (ICAC).

The mission of the PACT is to promote a culture of integrity, responsibility, accountability, fairness and transparency among private sector entities in Mauritius through the adoption of an Integrity Pledge and the practice of fundamental ethical principles.

Following discussions with the Center for International Private Enterprise (CIPE), the MIoD and CIPE entered into a grant agreement. The purpose of this grant is to enable the MIoD through PACT to carry out the development and implementation of the Integrity Pledge Project. CIPE will assist the MIoD in the development of an auditable standard, including a self-assessment tool, for Mauritian companies to voluntarily use as an instrument to assess their ethical culture, anti-corruption framework and integrity model.

PACT has appointed a project manager to manage the project and the following will be delivered:

• An Integrity Pledge • An auditable integrity standard • An auditable self assessment tool.

The Members of the Whistleblowing Council are:

Jacques Dinan (Chairperson)

Rajen Bablee

Eddy Jolicoeur

Michael King Fat



Members of the PACT Working Group

MIoD Jane Valls (Chairperson until 15 January 2016)

MIoD Catherine McIlraith (Chairperson until 26 May 2016)

MIoD Juan Carlos Fernandez Zara (Chairperson since 26 May 2016)

AHRIM Jocelyn Kwok Tin Siong Yen

BACECA Jean Marie Maillet (since 23 March 2016)

BCE Ltd Eric Lisis (until end of February 2016)

Business Mauritius Pradeep Dursun

Business Mauritius Renu Audit

EthicsSA Prof Deon Rossouw

IBL Ltd Olivier Decotter

IBL Ltd Sebastian La Hausse de Lalouvière

ICAC I. Jheengut

ICAC I. Rossaye

ICAC L. Boodhoo

Mauritius Bankers Association Aisha Timol

MCCI Faeeza Ibrahimsah (until December 2015)

Mauritius Telecom Velamah Cathapermal-Nair

Mauritius Union Group Harry Bansroopun

TERRA Gilbert Bouic

Transparency Mauritius Rajen Bablee


Women Directors Forum (WDF)

The MIoD, in collaboration with Blast Communications, launched the Women Directors Forum (WDF) in January 2016. The WDF is a platform to discuss the present situation regarding gender diversity on boards in Mauritius and at leadership positions, understand the challenges and obstacles for women becoming directors in Mauritius and propose solutions to address those challenges and obstacles. The objective of the forum is to push for more women in boardrooms and at leadership levels.

The WDF sent budget recommendations to the Ministry of Finance and Economic Development. An action plan is also being finalised.

The MIoD also has recourse to a pool of facilitators, based locally and from overseas, to deliver its training workshops. During this financial year, 44% of our public workshops were run by overseas facilitators.

1.4. Stakeholders (G4-DMA, G4-EC9, G4-HR6, G4-SO1, G4-24, G4-26, G4-27)

The MIoD values the benefits derived from stakeholder engagement and endeavours to maintain close proximity with key stakeholders. The MIoD engages with its stakeholders to gather insights with respect to the design, implementation, monitoring and evaluation of policies and programmes. We undertake regular membership surveys, and on-going evaluations of our training programmes in order to identify and address issues that are relevant to our stakeholders, and also to engage our stakeholders in assessing the MIoD’s performance. The MIoD’s various Forums and Councils also provide opportunities for our stakeholders to contribute their knowledge and experience as well as sharing their views with the MIoD on key issues. Stakeholders are prioritised by the impact they have on the organisation or the organisation has on them. All stakeholders’ suggestions and concerns are addressed on an ongoing basis and regularly reported to the Board.

1.3. Employees (G4-10)

In January 2016, the MIoD’s workforce consisted of 7 women between the ages of 25-60. Following the departure of the previous CEO, Jane Valls, a new CEO, Juan Carlos Fernandez Zara, was recruited. The latter took up his post on 25 May 2016. As at 30 June 2016, the workforce consisted of 6 women and 1 man, between the ages of 25-42.

The new CEO is of Swiss and Spanish origin and the rest of the team is Mauritian. They are all employed on permanent full-time contracts.

The MIoD Team

Local Facilitators

Kim Andersen

Patricia Day-Hookoomsing

Prakash (Sanju) Deenapanray

Benoit Maingard

Zarina Moorad

Anneloes Smitsman

Jane Valls (up to January 2016)

Francoise White

Bruneau Woomed


The main stakeholders and the modes of engagement are set out below:

The value chain for the MIoD’s services has been mapped to identify the following stakeholders (G4-25):

• The actors who produce and deliver a particular service (e.g. training module or corporate capacity development) to final consumers (e.g. members and non-members of the MIoD)

• The enabling business environment which is the set of critical factors and trends that shape the supply-chain environment and operating conditions. The critical factors and trends are determined by institutions that form part of the cohort of the MIoD’s stakeholders

• The input from service providers that provide the services that support, or could potentially support the overall efficiency of the supply chain.

Stakeholders Engagement Mechanism

Founders & Patrons

Members

Corporate Sector – Private And Public

The Community

Forums and Councils

Board & Committees

Policy Makers & Regulators

Kindred Organisations & Partners

Management & Employees

Suppliers

The Media

One to one meetings, training events, networking events, newsletters, surveys, social media, focus groups, Forums & Councils

Annual Members’ Meeting, newsletters, surveys, training events, networking events, social media, email, focus groups, Forums & Councils

One to one meetings, training events, advertisements, networking events, social media, newsletters, surveys, focus groups, Forums & Councils

Advertisements, networking events, social media, newsletters, surveys, Forums & Councils

Regular meetings, focus groups, training events

Board & Committee meetings, Management reports, one to one meetings with directors, Board evaluations, Forums & Councils

One to one meetings, training events, advertisements, networking events, social media, newsletters, surveys, focus groups, Forums & Councils

One to one meetings, training events, advertisements, networking events, social media, newsletters, surveys, Forums & Councils

One to one meetings, training events, social media, newsletters, surveys, staff meetings, performance evaluations, Forums & Councils

One to one meetings, social media, newsletters, surveys,

Advertisements, training events, social media, newsletters, press releases, events


The value chain has been mapped as follows (G4-12, G4-13, G4-15, G4-16):

VALUE CHAIN

SUPPLY CHAIN

ENABLING FACTORS:

• Laws and Codes – Mauritius Companies Act 2001 and other relevant legislation; Code of Corporate Governance

• Government – Ministry of Financial Services, Good Governance and Institutional Reform, Ministry of Finance and other ministries

• Regulators – Registrar of Companies, Bank of Mauritius, Financial Services Commission, Financial Reporting Council, Stock Exchange

of Mauritius

• NCCG – National Committee on Corporate Governance

• MQA and HRDC – Mauritius Qualifications Authority and Human Resources Development Council

• GRI - Global Reporting Initiative

• IFC/WB/GCGF – International Finance Corporation, World Bank, Global Corporate Governance Forum

• The Ethics Institute (South Africa)

• ICAC - Independent Commission Against Corruption

BUSINESS AND SERVICE PROVIDERS

• Suppliers – (venues, banks, insurance companies, printers, landlord, sponsors, advertising agency, PR agency, accountants, external

auditor, IT service providers, consultants and advisers)

• Forums – Directors Forum, Audit Committee Forum, Business Council for Sustainable Development (BCSD), Company Secretaries

Circle, PACT, Whistleblowing Council, Women Directors Forum

• Training providers – IFC Global Corporate Governance Forum, The Ethics Institute, GRI, PwC, EY, BDO, BLC Chambers and other ad hoc

international external providers

• Partner organisations – ACCA, AHRIM, Business Mauritius, Centre for International Private Enterprise, Competition Commission, ELIA,

Global Finance, IIA, ICAC, ICSA, Mauritius Bankers Association, Maurice Ile Durable, MCCI, MIPA, OPSG, Transparency International, and

regulators, tertiary institutions and international chambers of commerce.

• Kindred organisations – African Corporate Governance Network, Global Network of Director Institutes, International Corporate

Governance Network and other Institutes of Directors

• MQA – Mauritius Qualifications Authority

• HRDC – Human Resources Development Council

MIoD

MEMBERSFOUNDERS AND

PATRONSCLIENTS

TRAINERSFACILITATORS

PARTNERORGANISATIONS


The MIoD has adopted a Procurement Policy to ensure that all procurement activities carried out by the MIoD:

• provide best possible value• are conducted in a fair, objective and transparent manner• are compliant with all relevant legislation and any other related policies• use best practice in the application of ethical standards• are consistent with the MIoD’s Vision, Mission and Values.

The choice of suppliers is influenced by the above mentioned objectives. Although environmental benefits are considered as part of the procurement process, with due consideration given to all relevant aspects of whole life-cycle costs of products, the MIoD does not have a specific policy of preferring locally based suppliers. Forced or compulsory labour is illegal in Mauritius and the MIoD’s Procurement Policy (available on the website www.miod.mu) states that all procurement activities within the MIoD will be carried out to the professional standards required by best practice and in compliance with all prevailing legislation, the Mauritius Code of Corporate Governance and the MIoD’s Code of Conduct. All MIoD suppliers are expected to comply and none are considered to be a risk.

For some events, and where a local capacity gap exists, the MIoD has recourse to overseas facilitators to bring best practice to Mauritius. The MIoD has assessed the geographical spread of its procurement practices and 40% of our procurement budget is spent on local suppliers.

Although the activities of the MIoD are limited to the territory of Mauritius, it does collaborate with other Institutes of Directors in the region and in the world. The MIoD has thus contributed to the launch of the African Corporate Governance Network, a forum which currently regroups 16 Institutes of Directors in Africa. The MIoD has also joined the International Corporate Governance Network (ICGN) and is an active member of the Global Network of Director Institutes (GNDI).

Local Partners include:

ABAXACCA Association of Restaurateurs and Hotels in Mauritius (AHRIM)Bank of MauritiusBlast CommunicationsBLC ChambersBPMLBusiness Mauritius Competition CommissionELIA

EYFinancial Reporting Council Financial Services CommissionGlobal FinanceHay GroupSmall Step Matters Institute of Internal Auditors ICACICSAKPMGNational Committee on Corporate GovernanceOmnicaneOffice of Public Sector GovernancePwCRegistrar of CompaniesStock Exchange of MauritiusTransparency Mauritius

Company Secretaries CircleTraining, ACGNPrivate sector anti-corruption initiativeTrainingWomen Directors Forum Training, e-alertEbene Smart CommunityPrivate sector anti-corruption initiativeTrainingTraining, ecological footprint and sustainability reporting, GRI Training Centre and Business Council for Sustainable DevelopmentTraining, ACGNTrainingDirectors ForumTrainingResearchConsulting pro bono Training, Audit Committee ForumPrivate sector anti-corruption initiative and trainingTraining, Company Secretaries CircleAudit Committee Forum, Training Code of Corporate GovernanceBusiness Council for Sustainable DevelopmentTrainingAnnual Reporting Awards, Directors Forum and trainingDirectors Forum and trainingSustainability IndexPrivate sector anti-corruption initiative, Whistleblowing Council


International partners include (G4-15, G4-16):

African Corporate Governance Network

Asian Centre for Corporate Governance and Sustainability

Australian Institute of Company Directors

Brazilian Institute of Corporate Governance

Caribbean Corporate Governance Institute

Centre for International Private Enterprise

Chantell Ilbury

Egyptian Institute of Directors

The Ethics Institute (South Africa)

GNDI

Global Governance Services Ltd

GRI

Hong Kong Institute of Directors

ICGN

IFC Global Corporate Governance Forum

Institut Français des Administrateurs

Institute of Corporate Governance Ethiopia

Institute of Corporate Governance of Tunisia

Institute of Corporate Governance of Uganda

Institute of Directors Kenya

Institute of Directors in Malawi

Institut Marocain des Administrateurs

Institute of Directors Mozambique

Institute of Directors Nigeria

Institute of Directors Southern Africa

Institute of Directors in Tanzania

Institute of Directors of Zambia

Institute of Directors Zimbabwe

OECD

Singapore Institute of Directors

TomorrowToday

Verlion Pte Ltd

The Winning Edge

Collaboration, training, research

Reciprocal arrangements



Capacity building and support

Grant agreement for the Integrity Pledge Project

Training

Reciprocal arrangements, ACGN

MOU for training, research and sharing information, ACGN

Policy and research

Training

Training


Conferences, policy and research

MOU for training














Guidelines on Corporate Governance of State-Owned

Enterprises


Training

Training

Training


1.5 Sustainability

The Board is responsible for overseeing the MIoD’s Sustainability Policy, Strategy and Reporting and delegates its implementation to the CEO, who reports regularly to the Board on progress. The MIoD is committed to conducting business in a sustainable manner. In addition to its impact on the environment, the MIoD wants to ensure that its business activities continue in the sustainable future so that the benefits of good corporate governance continue to help local businesses and attract investors to Mauritius.

We consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic, social and environmental fronts. This is important on two counts, namely: (1) the increasing awareness in the Mauritian public and private sector for mainstreaming the three pillars of sustainable development; and (2) the recognition that corporate sustainability can be a significant comparative advantage and differentiation strategy.

Mauritius already has an enabling environment which is conducive to the adoption of sustainable business practices by businesses. The National Code of Corporate Governance, which was launched in 2004, recommends that relevant entities move to triple bottom line reporting, that is reporting on economic, environmental and social aspects.

The MIoD signed a MOU with Ecological Living in Action (ELIA), according to which ELIA acts as a technical consultant to the MIoD and collaborates on training, research and the promotion of sustainability initiatives. The MIoD has also been appointed as a GRI Training Partner and has now finalised the certification of its training materials. The first GRI certified workshop took place on 8 July 2015. The GRI G4 Guidelines were formally launched in Mauritius on the 5 November 2013 with the sponsorship of Omnicane. In 2015, the MIoD in collaboration with ELIA, signed an MOU with the World Business Council for Sustainable Development and set up a Business Council for Sustainable Development in Mauritius, sponsored by Omnicane (see page 19 for more information).

It is within this context that the MIoD has launched the following activities since the financial year 2012/13 (G4-29):

• 2012/13 - Calculation of the ecological footprint of the MIoD• 2013/14 - Preparation of the first Integrated Report of the MIoD based on the GRI G3.1 framework• 2013/14 - Identification of the following areas that the MIoD needed to work on to mitigate its environmental impacts:

• Food served during training workshops• Consumables• Waste management

• 2013/14 - Preparation of the second Integrated Report of the MIoD • 2014/15 - Preparation of the third Integrated Report of the MIoD using the GRI G4 framework• 2015/16 - Preparation of the fourth Integrated Report of the MIoD using the GRI G4 framework

The MIoD’s 2015/16 Annual Report has thus been prepared in accordance with the GRI G4 framework. This Integrated Annual Report continues to be part of our objective to be a role model of good Corporate Governance and best practice and is used as a strategic tool for fostering leadership in corporate governance. The MIoD recognises that it operates within a social and economic environment and that its long term interest is to conduct itself as a “responsible corporate citizen”. For its ecological footprint, the MIoD has worked with ELIA, its technical adviser. The Footprint Report for 2015-16 is available on our website www.miod.mu under the section ‘Integrated Annual Report 2015-16’ on the homepage. The MIoD will apply for GRI G4 certification.

Our full Sustainability Report can be found on page 47 of this report.

Launch of the Women Directors Forum with The Hon Aurore Perraud, Minister of Gender Equality,

Child Development and Family Welfare

The CEO of the MIoD addressing participants at a workshop


Our Vision

Our Vision is to be the preferred professional

organisation for directors and aspiring directors as well

as business leaders and young professionals providing a forum to

learn, share and develop.

Tim Mason, from ISACA, delivering a workshop in IT Governance


2. The MIoD’s Strategy

The key strategic objectives of the MIoD as developed in its three year (2014-2017) Business Plan address the key challenges and critical issues which were identified as:

• assuring the long term sustainability of the Institute• establishing the legitimacy of the MIoD• attracting non-Directors, Associates and members from the Public

Sector, as well as seasoned Directors• maintaining existing Founders and Patrons and attracting new

Patrons.

The results achieved in the financial year 2015/16 under each key challenge and critical issue are hereafter discussed in more detail.

3. Assuring the Long Term Sustainability of the Institute

3.1. Financial Performance and Reserves

Membership continues to grow and has reached 1262 members.

During the year 2015/2016, the MIoD gained 188 new members and encountered 89 resignations. Thirty-six percent of the resignations have been classified as bad debts.

Membership retention, since the inception of the MIoD, stands at 81%. We incurred a slight drop in retention this year, with 22% of the members who moved overseas, and due to the difficult economic climate.

Five members were deregistered this year due to a breach of the MIoD’s Code of Conduct.

The percentage of our members who are directors has decreased to 58% compared to 63% in 2014/15. However, the MIoD continues to focus on supporting the development of aspiring directors and young professionals who will be future directors.

Our members’ survey and stakeholder engagement sessions show that members’ satisfaction is overall very high at 95%.

Our members continue to benefit from discounts on products and services via their Membership Card.

Affinity Partners sponsoring the new Membership Card 2016 are:

The surplus generated this year has helped us increase the accumulated funds, which have been placed in fixed deposits accounts with MauBank and the Mauritius Commercial Bank.

These fixed deposits are regularly reviewed by the Audit Committee.

3.2. Increasing Membership

2015/16

Surplus AccumulatedFunds

Rs 865,763 Rs 8,719,683

2014/15

Surplus AccumulatedFunds

Rs 2,737,638 Rs 7,853,920

2015/16 2014/15

74%Men

1262Total number

of active members

58%Percentage ofmembers who

are directors

81%Membership

retention since 2008

26%Women

95%Customer Satisfaction Rate

73%Men

1156Total number

of active members

63%Percentage ofmembers who

are directors

84%Membership

retention since 2008

27%Women

91%Customer Satisfaction Rate


Between July 2015 and June 2016, the MIoD held four members networking events and one Fellows event. These events included the Annual Members Meeting, with Dr. Keyu Jin from the London School of Economics as a guest speaker, a farewell event for the outgoing CEO, Jane Valls, and a welcome event to introduce the new CEO, Juan Carlos Fernandez Zara to members and stakeholders. Our thanks go to Grays, who sponsored our events until the end of 2015. The MIoD also extends its thanks to its new sponsor, Scott Co. Ltd, which has been collaborating with us since the beginning of 2016.

3.3. Diversifying Revenue Streams

The MIoD continues to seek new service offerings to satisfy demand while keeping an eye on sustainability. Every training proposal we deliver is an opportunity to build a relationship and make it last. Although the second half of the financial year was more challenging in terms of attendance at public workshops, we noticed an increase in enquiries regarding in-house workshops and consultancy, with a total of 55 requests for this financial year. By end of June 2016, we had completed the work for 30 requests, while 19 were awaiting go ahead from clients and 6 proposals were declined. The consultancy work consisted of board evaluations, corporate governance assessments and the implementation of a Code of Ethics. Over the year, 4 board evaluations and 1 development of Code of Ethics have been completed. An increase of 13% has been registered in the number of women attending our public workshops compared to last year although overall attendance fell by 3%.

The MIoD offers a Directors’ Register (the ‘Register’), which enables companies to find suitable independent directors for their boards. The Register is composed of Members and Fellows of the MIoD who are senior executives or directors from cross sections of industries and professions.

The service is offered free of charge to Members and Fellows and allows them to promote themselves as potential independent directors to sit on the boards of other organisations. The service is also offered to companies wishing to undertake a search for independent directors to sit on their boards. Founders and Patrons of the MIoD are offered the service free of charge. This also applies to registered NGOs, as part of our Corporate Social Responsibility. The service is offered to other companies for a small fee.

We currently have 604 members on the Directors’ Register, representing an increase of 12% compared to last year. Nine requests for Directors’ Searches were received during the year 2015/16.

Associate members still have the option of paying their membership fees in two instalments. Members now benefit from one free 2 hour workshop on business ethics. Fellows benefit from two exclusive Fellows Networking Events and a special day pass at Angsana Balaclava Hotel.

2015/16 2014/15

1126Participants

at public workshops

26Number of in-house

workshops

850Participants at in-house workshops

1094Participants

at public workshops

26Number of in-house

workshops

394Participants at in-house workshops

48Number of public

workshops

50Number of public

workshops

539Number of

members on the Directors

Register

18Number of Directors Searches

604Number of

members on the Directors

Register

9Number of Directors Searches

Scott Co. Ltd sponsoring one of our networking events

Workshop at Hennessy Park Hotel


3.4. Actively participating in the revision of the National Code of Corporate Governance

The National Code of Corporate Governance (Code) was first published in 2003 by the National Committee on Corporate Governance (NCCG). The MIoD has fully supported the efforts of the Ministry of Financial Services, Good Governance and Institutional Reforms, as well as the NCCG, to revise the Code. This is in line with the MIoD’s main objective of promoting effective corporate governance principles as adopted in the Code.

In May 2014, the Ministry of Financial Services, Good Governance and Institutional Reform and the NCCG appointed an international expert in Corporate Governance, Dr Chris Pierce to assist in revising the Code. The MIoD has been represented by its CEO on the ‘Board and Directors’ sub-committee set up in the context of the revision, and the MIoD, its Directors and the Directors Forum participated in the revision process. The revised Code adopts the new methodology of “apply and explain” and consists of 8 principles. The revised Code is to this day still a draft. The MIoD organised a series of workshops at the beginning of June to prepare companies for the implementation of the revised Code in their respective areas of activity.

4. Legitimacy of the MIoD

4.1. Being a Role Model by setting high standards and implementing best practice

Again this year, although there is no legal requirement to do so, the Corporate Governance Report of the MIoD will be reviewed by the independent auditors to assess the extent of compliance with the Code.

The MIoD was also among the first companies in Mauritius to produce its Annual Report in compliance with the Guidelines of the Global Reporting Initiative. This is our 4th Annual Integrated Report, this year using the latest GRI G4 framework.

The MIoD has been leading the voluntary private sector initiative, to combat corruption in Mauritius, known as the Private Sector Anti-Corruption Taskforce (PACT) which is currently working on an Integrity Pledge to be adopted by the private sector. The Integrity Pledge will be launched in the coming financial year. For more information, see page 21.

4.2. Being a Credible and Recognised Voice for Directors

The MIoD aims to provide a platform and a voice for directors through its various Forums and Councils described on pages 17 to 22. These include:

• The Audit Committee Forum• The Business Council for Sustainable Development• The Company Secretaries Circle• The Directors Forum• The Private Sector Anti-Corruption Taskforce• The Whistleblowing Council• The Women Directors Forum

More information on the above mentioned Forums and Councils can be found on the website of the MIoD, www.miod.mu

4.3 Being a Leading Regional Player (G4-15)

The growing trend of inter-continental business transactions and the

increase in the flow of direct foreign investment in Africa is giving rise to the importance of corporate governance on the continent. It has become imperative to develop initiatives that guide the formulation of Africa-specific guidelines to corporate governance, champion the business dynamics of the continent and meet the highest global standards. According to the International Monetary Fund, Africa will host seven of the top ten fastest growing economies in the world in the next few years. With the current focus on growth and development in Africa, good corporate governance and capacity building in this area is thus vitally important.

In 2013, the MIoD, together with the Institute of Directors of Southern Africa (IODSA), have jointly spearheaded the setting up of the African Corporate Governance Network (ACGN), with the support of the NEPAD Business Foundation (NBF) and the International Finance Corporation (IFC).

The ACGN, which was officially launched on 16 October 2013 in Mauritius, now has 16 Institutes of Directors as members from 16 countries in Africa.

Members and Affiliate Members of the African Corporate Governance Network:

Institute of Directors in Egypt

Institute of Directors Ethiopia

Institute of Directors Ghana

Institute of Directors Ivory Coast

Institute of Directors Kenya

Institute of Directors in Malawi

Mauritius Institute of Directors

Institute Marocain des Administrateurs

Institute of Directors Mozambique

Institute of Directors ina Nigeria

Institute of Directors in Southern Africa

Institute of Directors in Tanzania

Institute of Corporate Governance in Tunisia

Institute of Corporate Governance of Uganda

Institute of Directors of Zambia

Institute of Directors Zimbabwe

ACGN meeting in Maputo, Mozambique


The ACGN Secretariat support is provided by the NEPAD Business Foundation and Cliffe Dekker Hofmeyr act as pro-bono legal advisers. Other collaborators and affiliate members include:

• ACCA• African Securities Exchanges Association (ASEA)• The Ethics Institute (South Africa)• EY• FITC Nigeria• ICSA Nigeria, Uganda and Zimbabwe• IFC• Old Mutual• Society for Corporate Governance Nigeria• Standard Bank

The prime objective of the ACGN is to develop institutional member capacity for enhancing effective corporate governance practices, building better organisations and corporate citizens in Africa. The ACGN aims to become a repository of information on corporate governance in Africa, while providing policy makers and market participants with an important forum to exchange experiences and best practices aimed at addressing ongoing corporate governance challenges in Africa.

In February 2016, the ACGN in collaboration with EY South Africa, released a first edition report on the state of corporate governance in Africa. The report contains an overview of the current state of the corporate governance frameworks and systems in 13 African countries, which include Egypt, Ghana, Kenya, Malawi, Mauritius, Mozambique, Nigeria, South Africa, Tanzania, Tunisia, Uganda, Zambia and Zimbabwe.

As a first for a cross-country survey of corporate governance in Africa, the report is intended to establish a baseline understanding of what corporate governance looks like today in the 13 surveyed countriesThe ACGN meets twice per annum and is currently chaired by the CEO of the Institute of Directors Tanzania.

More information can be found on the ACGN website www.afcgn.org

4.4 Being recognised as the leading institute for quality training and education in corporate governance (G4-15)

The MIoD is approved as a Training Institute by the Mauritius Qualifications Authority (MQA). MIoD workshops are MQA approved and qualify for HRDC refunds, as well as Continuing Professional Development (CPD) units.

The MIoD completed 74 workshops, 48 public and 26 in-house, this financial year. A decrease in attendance was noted at the beginning of 2016, particularly in the Director Development Programme (DDP) but the trend was reversed in March, May and June. The level of participation in public workshops was affected by factors such as the economic climate in general and the attractiveness of the Director

As part of our mission to promote good governance, we ran a 5-day workshop on Risk Management, with the collaboration of an expert from the Institute of Risk Management, UK. The workshop received a 100% satisfaction rate. The MIoD satisfaction rate is measured through evaluation forms after each workshop.

The Mauritius Qualifications Authority also requires that we get feedback from participants on areas such as course content, the materials provided, the performance of our trainers, the convenience of the venue and the topics they would like the MIoD to cover in the future.

Development Programme after 6 years of delivery and over 1,400 participants trained to date.

The MIoD collaborates with the IFC on all corporate governance training using their Board Training Leadership materials and all our local trainers are trained by the IFC to deliver these materials. The MIoD also has an MOU with The Ethics Institute (South Africa) to deliver Business Ethics workshops and all the materials are provided by The Ethics Institute. Our local trainers for these programmes are approved by The Ethics Institute and the MIoD to date has trained 46 people of which 21 are Certified Ethics Officers.

This year, the MIoD continued its collaboration with BLC Chambers to run a series of workshops on legal matters, the objective being to update participants on the key elements of local laws. Topics covered to date include Competition Law, The Securities Act, SEM and DEM Listing Rules, Global Business as a Matter of Substance, Mergers & Acquisitions, Human Resource Management and Social Media, Data Protection, Intellectual Property & Cybercrime. In July 2015, for the first time after being appointed as a GRI Training Partner together with our technical partner, ELIA, we launched the 2-day workshop on the Global Reporting Initiative Framework and we also conducted an awareness session on Carbon Accounting to trigger interest in having a series of workshops on this subject.

The MIoD has also been approached by the US-based expert in IT Governance, ISACA, to run tailored training workshops. We have similar collaborations with other organisations such as ACCA, the Institute of Internal Auditors (IIA) and the Mauritius Institute of Professional Accountants.

2015/16

1488 Total number of participants

attending workshops

99% Customer

satisfaction with training workshops

2014/15

1976 Total number of participants

attending workshops

94% Customer

satisfaction with training workshops

Year

2015/16

2014/15

2013/14

2012/13

2011/12

2010/11

2009/10

Public

Workshops

48

43

37

43

37

25

4

In House

Workshops

26

40

36

12

8

0

0

Participants

1488

1976

1716

1875

1025

852

160

Workshop on Risk Management


Training – both public and in house – has contributed a surplus of MUR 5,186,841 in this financial year which represents 54% of the total MIoD revenues.

4.5 Increasing our Visibility and Building on our Existing Good Reputation

The MIoD continued to build its reputation and brand through its sustained presence in the press and on social media. This financial year, a total of 92 articles on the MIoD were published in the mainstream newspapers and on online news platforms. Our goal is to continue building ties with the media to support awareness of the institute and its mission of promoting corporate governance.

During the last financial year, we also produced 4 online members’ newsletters. The newsletter format has been upgraded and it is now

The feedback is monitored by the Training and Administrative Executive of the MIoD and is sent to the facilitators and the MIoD’s Education Committee. Any complaints are promptly dealt with, and if necessary, amendments may be brought to the workshops. Suggestions for new topics are compiled and fed into the training calendar.

The MIoD believes that effective director and governance training programmes can exponentially improve national capacity for greater adherence to best practices in corporate governance. While the MIoD has created a niche in corporate governance, business ethics, corporate sustainability and director training, with a record satisfaction rate of 99% for this financial year, innovation will be essential to meeting market demands. Therefore a new strategy will be developed to revamp our Training and Education Programme and its delivery.

The Mauritius Code of Corporate Governance, initially published in 2004, has been revised this year. Once the new Code is adopted, we will focus on running more programmes to support companies with the implementation of the Code’s requirements.

In line with our training and education objectives, as well as our sustainability programme, the MIoD has decided to reduce its carbon footprint in terms of printing. Most of our training manuals, handouts and presentations slides are now sent via email to participants.

International trainers and facilitators who visited Mauritius and delivered workshops for the MIoD this year include: Carl Bates, Douglas Kruger, Graeme Codrington, John Crawley, Maggie Gorse, Dr Bert van Walbeek, Chantell Ilbury, Dr Chris Pierce and Mike Saunders.

presented in the form of an electronic magazine. The E-Alert service for members, which was started last year to update them on relevant legal information that may impact on their business or board duties, has successfully continued this year.

5. Attract non-Directors, Associates and Public Sector, as well as seasoned Directors

5.1. Widening the scope of our services beyond corporate governance and providing more skills training and a Leadership Programme

During the year under review, the MIoD continued to run in house skills training, this time with Douglas Kruger, on the topic of Effective Presenting skills. D. Kruger holds the record for being the only speaker in Africa to have won the Southern African Championships for Public Speaking five times. He is also the author of several books and has delivered training for large multinationals.

5.2. Reaching out to the Public Sector

The MIoD continues to work with the Office of Public Sector Governance (OPSG) offering pro-bono training and presentations, as well as seats on our public workshops, whenever possible.

We have also worked with several parastatal bodies and state-owned enterprises during the year providing training for their board and senior management, as well as board evaluations.

Chantel Ilbury was one of the overseas facilitators who delivered sessions on Strategic and Scenario Planning to develop strategic thinking capacity, and to help develop the tools required to do so.

In June 2016, the Ministry of Financial Services, Good Governance and Institutional Reforms organised a half-day workshop on Corporate Governance for state-owned enterprises. The CEO of the MIoD, Juan Carlos Fernandez Zara, was invited as guest speaker.

Workshop on The 10 Commandments of

Effective Presenting with Douglas Kruger

Tomorrow’s Technology Today with Mike Saunders


6. Maintaining existing Founders and Patrons and attracting new Patrons

We are pleased to report that our 14 Founders* and 24 Patrons continued to support the MIoD during this year. We thank all of them for their support which enables the MIoD to keep its membership fees at such a reasonable level and offer other directors services.

7. Annual Report

The MIoD gives its members the possibility to opt for an electronic version of the Annual Report since its introduction by the Registrar of Companies (the Registrar) on 30 May 2014. To this date, we have the consent of approximately 679 members who have chosen this more environmentally friendly option, in line with the MIoD’s sustainability programme.

8. Outlook

The MIoD is now looking at the second phase of its development and a new strategy is currently being prepared. With this new strategy, the organisation will be able to improve its offering to Mauritian private sector companies, while reaching out more to public sector organisations.

We also look forward to the publication to the new Code of Corporate Governance, which will create major opportunities for the MIoD in terms of developing new training and providing increased support to our members.


Date: 10 August 2016

Jean-Pierre Lim KongChairperson of the Audit and Risk Committee

* 13 Founders as at 01 July 2016, following the amalgamation of Ireland Blyth Limited with

and into GML Investissement Ltée, now IBL Ltd.


Our Mission

Our Mission is to champion best business practices and

effective corporate governance, supporting Mauritius as a

regional leader, and to be the voice of Directors, through training and

certification programmes, workshops and networking events, advocacy, research

and thought leadership, reaching out to both private and public sector enterprises.

Meeting of the Company Secretaries Circle


Corporate Governance Report

1. Compliance Statement G4-DMA, G4-SO8, G4-PR8, G4-PR9)

Although the Mauritius Institute of Directors (the MIoD or the Company) is not a Public Interest Entity as defined by law, in accordance with its mission statement, the Company is committed to applying the principles of good corporate governance. The MIoD sees effective corporate governance as a performance driver and not simply as a compliance function and thus aims to be a model of good corporate governance, embedding the principles of the Code of Corporate Governance in its strategy and day to day operations.

The MIoD has complied with all key aspects of the current Code of Corporate Governance with one exception and that is the number of Executive Directors. Given that the Company has less than 10 employees and one senior executive, the Board considers that it functions effectively with only one Executive Director, namely the Chief Executive Officer (the CEO).

The MIoD has not received any fines or any sanctions for non-compliance with any laws and regulations.

The MIoD has not received any complaints regarding breaches of customer privacy or loss of customer data.

The MIoD has taken into consideration the provisions of the new draft Code of Corporate Governance while updating its records. It has also carried out a mock scorecard test to identify areas of improvement and has incorporated some of the changes while updating its report.

2. Governance Framework

The Board assumes full responsibility for leading and controlling the organisation and meeting all legal and regulatory requirements. The Board sets the tone of the organisation, determines the organisation’s Mission, Vision, Values and strategy, and evaluates the economic, environmental and social performance of the company.

The MIoD’s governance framework reflects its fundamental respect for the principles of good governance and its aim to be a model of good governance.

The governance structure is laid out in the MIoD’s:

• Constitution• Board Charter• Code of Conduct• Policies and Procedures• Organisational Chart

All of these documents, which can be found on the MIoD’s website (www.miod.mu), are reviewed regularly by the Board of the MIoD.

3. Corporate Details and Holding Structure

Incorporated in Mauritius as a public company limited by guarantee on 11 February 2008, the MIoD is a not-for-profit organisation engaged in the promotion of good corporate governance in Mauritius and in training and development.

The rights, powers, duties and obligations of the Company, the Board, each director, and the members of the Company are governed by the Constitution of the Company and the Companies Act 2001, as well as by the MIoD Board Charter.

Annual Members Meeting 2015

Launch of the Women Directors Forum


The Constitution of the MIoD provides inter alia that:

3.1. every member, irrespective of his class of membership, including a person who has been a member at any time within 12 months from the effective date of the winding up of the Institute, shall in the event of the Company having a deficit in disposable assets over its liabilities, contribute a maximum of one hundred (100) Mauritian Rupees to the assets of the Company in the event of it being wound up

3.2. the monies collected shall be applied for the payment of the debts and liabilities of the Company and the payment of the costs, charges and expenses associated with winding up the Company

3.3. the Directors are prohibited from making any form of distribution, including distributing dividends, returns of capital, income or profits of the Company to the members. However, the Company shall use any surplus funds in any year to pursue the goals set out in Article 5 of the Constitution.

4. The Board

The MIoD Board has a unitary structure (one tier). As at 30 June 2016, the Board of the MIoD comprised 12 directors (9 men and 3 women) of whom 10 were independent directors, 1 was a Non Executive Director and 1 was an Executive Director, namely Jane Valls (up to 15 January 2016) and Juan Carlos Fernandez Zara (effective as from 25 May 2016).

The size of the Board is set out in the Company’s Constitution and the Board considers that it functions well with 12 directors which allows a sufficient mix of expertise, skills and competencies as required by the Board in the effective performance of its duties and to achieve its objectives in line with its Vision, Mission and Values, and taking into consideration succession planning and board diversity. All directors are resident in Mauritius.

On the recommendation of the various board committees, the Board of Directors of the MIoD approves, on an annual basis, the Board Charter as well the Terms of Reference of each board committee.

The Board assumes the responsibilities for succession planning and for the appointment and induction of new directors to the board. The Constitution of the Company provides that, with the exception of the CEO, every other director shall be eligible for reappointment for a maximum of five consecutive years. In line with the Code, all directors who meet the eligibility criteria stand for re-election at the Annual Members Meeting on the recommendation of the Membership and Nominations Committee.

The Membership and Nominations Committee annually reviews the skills, competencies and experience required to enable the Board to function efficiently as well as the profile of the directors eligible for re-election. Their contribution to meetings of the Board and its committees as well as their willingness to stand for re-election is also considered.

Pursuant to such review, the Membership and Nominations Committee recommended that the following directors be considered for re-election at the Annual Members Meeting on 24 September 2015:

1. Heba Capdevila-Jangeerkhan2. Patricia Day-Hookoomsing3. Olivier Decotter4. Bryan Gujjalu5. Ravin Lama6. Jean Pierre Lim Kong7. Catherine McIlraith8. Tahen Kumar Servansingh9. Sidharth Sharma

As regards the two remaining vacancies on the Board, the Membership and Nominations Committee recommended that candidates with experience in insurance, IT, agriculture/cane industry, textile, tourism, commerce or banking and/or public sector be considered for election as directors of the Company. The candidates should also have a good knowledge of corporate governance.

A notice inviting members to apply for consideration as director of the Company was issued on 17 July 2015. In line with the MIoD’s nomination procedures, at the Annual Members’ Meeting on 24 September 2015, 2 new independent directors were elected, namely Messrs. Paul Halpin and Neemalen Gopal, filling the 2 Board seats vacated by Messrs. Ben Lim and Ricardo Freyneau.

The profiles of the directors are set out on page 9 of the report and are available on the MIoD’s website (www.miod.mu).

On appointment to the Board, new directors receive a comprehensive induction pack from the Company Secretary and the CEO and have informal meetings with the Chairperson, fellow Board members, members of the Membership and Nominations Committee, the CEO and the employees of the MIoD.

The Directors of the Company can attend the various workshops delivered by the MIoD so as to keep themselves up to date with the latest trends on good corporate governance, business ethics and economic, environmental and social topics.

Board Meeting


Statement of Independence

The Chairperson is independent and the functions and responsibilities of the Chairperson and CEO are separate. All the independent directors work pro-bono and none have been employees of the Company; none of the independent directors have served more than 5 years on the Board as per the MIoD Constitution; nor do any have a material business relationship with the Company. In determining the independence of its directors, the MIoD is guided by the Code of Corporate Governance. Alternate directors are not permitted by the MIoD Constitution.

The MIoD’s Company Secretary acts as a vital bridge between the Board and the CEO, and the Company Secretary has both direct and informal access to all board members. During this reporting year, Navitas Corporate Services Ltd has acted as Company Secretary of MIoD.

The Chairperson and the CEO, in collaboration with the Company Secretary, agree on the Board meeting calendar for the year and the Board meeting agendas in advance to ensure adequate coverage of key issues throughout the year. Board packs are usually, and as far as practicable, sent to the Directors 5 business days in advance.

The other Directors of the Company do not have any directorships on listed companies.

ABBREVIATIONSCIEL : CIEL LimitedCIM: CIM Financial ServicesLGIL: Les Gaz Industriels LimitedMDIT: Mauritius Development Investment Trust Company LimitedRHT : RHT Holding LtdTSIL: Taylor Smith Investment LtdGCL: Gamma Civic LtdAIL: Astoria Investment LtdLTL: Lottotech Ltd

All Directors have access to the Company Secretary and CEO to discuss issues or to obtain information on specific areas or items to be considered at Board meetings or any other area they consider appropriate. Directors attend Board meetings unless exceptional circumstances prevent them from doing so.

Furthermore, the Directors have the right to request independent professional advice at the expense of the Company. The Board also invites third parties with relevant experience and expertise to attend Board meetings as and when required. There are no restrictions placed on directors’ rights of access to information.

Besides Board meetings, decisions are also taken through Board resolutions as and when required.

The attendance of Directors at Board and Committee meetings is set out in the table on page 41.

The profiles of the senior management team are set out on page 12 of the report.

“The Board of Directors met 7 times during the year under review. Due to the departure of Ms. Jane Valls as CEO, no strategic review of the MIoD has been held during the past year. The Board has received regular reports from the CEO on the activities of the Company. The Board has also received regular reports from the Chairpersons of the various Committees. Board deliberations were characterised by open and frank discussions and provided a forum for challenging and constructive debates.”

Catherine McIlraith (Chairperson - Board)

Directors’ Directorships on Listed Companies:

Directors

Catherine McIlraith

Jean Pierre Lim Kong

Dr. Sidharth Sharma

Tahen Kumar Servansing

Heba Capdevila-Jangeerkhan

Paul Halpin

CIEL

√

CIM

√

LGIL

√

MDIT

√

√

RHT

√

GCL

√

TSIL

√

AIL

√

LTL

√

5. Board Committees (G4-DMA, G4-LA12, G4-34)

The Board of the MIoD has set up the following committees (together, the “Committees”, and each a “Committee”) to assist the Board in the effective performance of its responsibilities:

• Audit and Risk Committee• Corporate Governance Committee• Education Committee • Membership and Nominations Committee

The Terms of Reference of each Committee have been reviewed this year and approved by the Board and are available for consultation on the website of the MIoD, at www.miod.mu

The Board recognises that board committees are an effective part of the corporate governance framework of the Company, and enable the Directors to discharge their duties more effectively by sharing the work of the Board, enhancing Board efficiency and effectiveness and enabling issues to be studied in greater depth. However, the Board also understands that it is ultimately responsible and accountable for the performance of the Company and that delegating authority to board committees does not in any way absolve the Board of its duties and responsibilities. All MIoD board committees are responsible for making recommendations to the Board and work transparently with full disclosure to the Board of all minutes of meetings. The Company Secretary attends all board committee meetings and records all the minutes.


5.2. Corporate Governance Committee (CGC)

The CGC is composed of 5 members of which 4 are independent directors and 1 is an executive director. For the year under review, the Committee was constituted of the following members namely, Olivier Decotter (Chairperson), Catherine McIlraith, Jean Pierre Lim Kong, Neemalen Gopal, and Juan Carlos Fernandez Zara (effective as from 25 May 2016) in replacement of Jane Valls (up to 15 January 2016). The Company Secretary acts as secretary of the Committee.

5.3. Education Committee (EC)

The EC is composed of 4 members of which 3 are independent directors, namely Sidharth Sharma (Chairperson), Ravin Lama, Heba Capdevilla-Jangeerkhan, and 1 is an executive director, namely Jane Valls (up to 15 January 2016) and Juan Carlos Fernandez Zara (effective as from 25 May 2016). The Company Secretary acts as secretary of the Committee.

The Committee is responsible for all matters regarding the MIoD’s training and education activities.

“The Committee met 4 times during the financial year to review the management accounts and the audited financial statements of the Institute, monitor the risk register, consider proposed changes to accounting policies and procedures, and receive reports of the work conducted by Internal and Independent Audit teams. During the year, the Committee also reviewed its Terms of Reference and completed the tendering and selection process for Internal Audit services which was initiated last year. The findings of the first Internal Audit review were received in early 2016 and progress on the management action plan following the audit is being monitored regularly. ”

Jean Pierre Lim Kong – Chairperson, ARC

“The Corporate Governance Committee met 4 times during the year under review. As part of its activities, the Committee reviewed the non-financial part of the Annual Report, and also looked at the MIoD’s CSR Policy, the Data Protection Policy of the Company, and the IT Governance Framework of the Company. We also dedicated time to follow and discuss the developments taking place with the new Code of Corporate Governance. The Committee has approved a new Policy on Promoting Other Events, Products, Brands and Services. The MIoD’s Board Charter was also reviewed as was the Committee’s Terms of Reference, for approval by the Board, and it has been agreed that all Company Policies should be reviewed every three years, while the Terms of References of the Committees and the Board Charter would be reviewed on an annual basis”

Olivier Decotter, Chairperson, CGC

5.1. Audit and Risk Committee (ARC)

The ARC is composed of 3 independent directors and 1 non-executive director, namely, Jean Pierre Lim Kong (Chairperson), Paul Halpin, Bryan Gujjalu and Patricia Day-Hookoomsing respectively. The Company Secretary acts as secretary of the Committee. The CEO is also in attendance at the meetings of the ARC, as well as the Accountant and the Independent Auditor, when required.

The ARC assesses the effectiveness of the independent audit process by having regular interactions with the independent auditors. The approach, scope and timing of the audit field work is discussed with the audit team prior to the start of the audit. The ARC also meets the independent auditors to receive their report and discuss their findings before recommending the financial statements for approval by the Board of Directors.

The ARC’s main responsibilities are to assist the Board of Directors in fulfilling its oversight responsibilities for:

• the integrity of the Company’s financial statements• the Company’s compliance with legal and regulatory requirements• the independent auditor’s qualifications, independence and

performance• the effectiveness of the Company’s internal controls• the review of any accounting or auditing concerns identified• monitoring of debtors• the review of the risk philosophy, strategy and policy and assessment

of the quality of the risk management process.

The CGC makes recommendations to the Board on all Corporate Governance provisions to be adopted to enhance compliance with prevailing governance principles and practices.


“The Education Committee met 7 times during the year under review. We noted a decrease in attendance at our workshops with an average of 22 participants. We noted that requests from private and state-owned companies for Board Evaluations, Corporate Governance Assessments and in-house workshops have increased. Following a survey conducted amongst our members, a training plan consisting of the Directors Development Programme (DDP) and more Leadership Skills workshops was devised to cater for their needs. Dr Chris Pierce has completed the review of the DDP and has applied the principles of the New Code of Corporate Governance to the new programme structure. The MIoD ran a series of workshops on the New CG Code for the different sectors and it was delivered by the author, Dr Chris Pierce. As the Code still needs to be adopted, the Committee has decided to put on hold the implementation of the new DDP which will be addressed in the new strategy.”

Sidharth Sharma – Chairperson, EC

5.4. Membership and Nominations Committee (MNC)

The MNC is composed of 4 members of which 3 are independent directors, namely Heba Capdevila-Jangeerkhan (Chairperson), Tahen Kumar Servansingh, and Catherine McIlraith and 1 is an executive director, namely Jane Valls (up to 15 January 2016) and Juan Carlos Fernandez Zara (effective as from 25 May 2016). The Company Secretary acts as secretary of the Committee.

The Committee is responsible for all matters concerning membership of the MIoD, as outlined in its Constitution. It is also responsible for putting forward candidates to be appointed as directors to the Board in line with the approved Nomination Procedures, and for recommendations on all employees’ remuneration.

The Committee has a separate set of clear and transparent published procedures and distinct terms of reference for the nomination of Directors and for the admission of new members. All such policies and procedures are available on the MIoD website (www.miod.mu).

“During the year under review, the Membership and Nominations Committee met 4 times and approved 188 new members, as well as the de-registration of any members who have infringed the MIoD’s Code of Conduct. The Committee has reviewed the Terms of Reference, the Nomination Policy and Procedures as well as the Membership Rules and Regulations and all changes have been approved by the Board and are published on the MIoD website. The Committee has also reviewed and approved all staff changes and appointments made by the MIoD. During the year, the Committee has also looked at the issue of succession planning for the CEO. In line with the revised Nomination Procedures, the Committee has reviewed the competency matrix for board appointments and approved the notice for the nomination of directors to be appointed at the next Annual Members Meeting on 28 September 2016.”

Heba Capdevila-Jangeerkhan – Chairperson, NMC


6. Board Performance and Evaluation

All the Directors of the MIoD are aware of their legal duties, the Code of Corporate Governance and the MIoD’s Constitution, Board Charter, Policies and Procedures and Code of Conduct.

An evaluation of the Board’s performance is undertaken every year and reviewed with the objective of improving its performance, procedures, practices and administration and those of its Committees, as well as the overall achievement of the Company’s Vision, Mission, Values and Objectives.

The last board evaluation exercise was undertaken in 2015 by a consultant, namely Reverend Kim Andersen.

The Board Evaluation was carried out as part of its ongoing pursuit of being an example of corporate governance of Mauritius.

The data was reviewed in the context of the following laws, regulations and reports:

• The Companies Act 2001• The Code for Corporate Governance in Mauritius• OECD Guidelines on Corporate Governance 2005• IFC Corporate Governance Development Framework• Harvard Law Forum for Corporate Governance.

Areas pertaining to the non-compliance or which were highlighted in the data collected from the Directors as being critical success factors were as follows:

• Succession Planning• Executive Director• Positioning in new climate• Staff retention• Director selection process.

As a result of the Board Evaluation, it was concluded that the Board of the MIoD was striving to fulfil the mission set by its members. It was, in most respects, above average in its corporate governance practices and was considered as a strong example to other non profit organisations.

7. Conflict of Interest

The Board’s policy on conflicts of interest, with which all employees and Directors are expected to comply, is available on the MIoD website, www.miod.mu. All Directors are required to disclose any conflicts of interest at the start of every Board or committee meeting.

In line with best practice, the Board has set up a Register of Interests which will be available to members upon written request to the Company Secretary.

Any conflicts of interest have been disclosed in accordance with the MIoD’s Policy on Conflicts of Interest and the MIoD’s Code of Conduct.

8. Statement of Remuneration and Philosophy, Recruitment and Employment Policy

8.1 Remuneration Philosophy (G4-DMA, G4-LA2,G4-LA11, G4-LA13, G4-11)

The MNC is responsible for reviewing and recommending to the Board any changes to employees’ remuneration. Employees are rewarded for their contribution to the Company’s performance based on their performance against annual Key Performance Indicators (KPIs) and the company’s financial position. The MIoD regularly reviews employees’ remuneration to ensure it is in line with industry and market benchmarks. All employees undergo an annual performance and career development review. The proportion of the fixed and variable remuneration, which is based on the KPIs, are reviewed on an annual basis by the MNC and subsequently approved by Board of Directors of MIoD.

Attendance at meetingsMcILRAITH, CatherineLAMA, RavinCAPDEVILA-JANGEERKHAN, HebaDAY-HOOKOOMSING, PatriciaDECOTTER, OlivierFERNANDEZ ZARA Juan Carlos 3

LIM KONG, Jean Pierre GOPAL NeemalenGUJJALU, BryanHALPIN PaulSERVANSING, Tahen KumarDr. SHARMA, SidharthLIM, Ben1

FREYNEAU, Ricardo1

VALLS, Jane Elizabeth Orde 2

Board7/76/76/76/77/71/17/74/67/72/65/73/71/11/15/5

ARCN/AN/AN/A4/4N/AN/A3/4N/A3/42/3N/AN/AN/A0/1N/A

ECN/A5/74/7N/AN/AN/AN/AN/AN/AN/AN/A7/7N/AN/A4/4

MNC3/4N/A4/4N/AN/A1/10/1N/AN/AN/A4/4N/AN/AN/A2/2

CGC3/4N/AN/AN/A4/4N/A1/33/3N/AN/AN/AN/A0/1N/A2/2

1 Stepped down at the AMM on 24 September 20152 Stepped down on 15 January 20163 Joined MIoD on 25 May 2016


Non-Executive Directors are not remunerated for serving on the Board.

The total remumeration for the key management staff of the MIoD for the year was MUR 5,346,815.

The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees. Entry salaries are based on industry and market benchmarks, the entrant’s educational level and relevant experience. The Board of Directors has approved the job description of the key personnel of MIoD and the Statement of Accountabilities of the MIoD.

None of the employees of the MIoD are members of a union or covered by collective bargaining agreements.

The MIoD employs 7 staff members, including the CEO, out of which 6 are women and 1 is a man. The MIoD has outsourced all its accounting work to Cays Associates Services, which employs 2 staff to look after our accounts, 1 man and 1 woman. The secretarial services have been outsourced to Navitas Corporate Services Ltd, which employs 2 staff members to look after the secretarial work of MIoD. The IT services are outsourced to Harel Mallac.

The ratio of the annual total compensation for the organisation’s highest-paid individual to the median annual total compensation for all employees (excluding the highest-paid individual) is 9:1.

The ratio of percentage increase in annual total compensation for the organisation’s highest-paid individual to the median percentage increase in annual total compensation for all employees (excluding the highest-paid individual) is 7.17:1

The MIoD is focused on continually developing a workforce that is dedicated, motivated and well trained in order to ensure the Institute’s future development and growth as well as providing long term employment for individual employees. To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment. The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions. A competitive total compensation package includes an effective salary and a benefits plan which aims to:

• pay a fair basic salary for the job by benchmarking against similar jobs and similar organisations in Mauritius and taking into consideration internal equity, specific job requirements, and the skills, knowledge, and abilities of the employee

• provide basic benefits • recognise individual contribution through the performance bonus

system.

The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation, which is normally paid in December and is calculated proportionately to the time of service during the year. All employees receive a pay slip and salaries are paid on 26th of each month by bank transfer.

A contributory 24/7 insurance is provided to all full time employees. They are entitled to parental leave in line with Government Policy. The MIoD also caters for retirement benefits in line with Government Policy.

8.2 Recruitment Policy (G4-DMA, G4-EC6, G4-10)

Under the Equal Opportunities Act 2008 (‘EOA’), an employer cannot discriminate against an employee/prospective employee on the basis of the following:

• Age• Caste• Colour• Creed• Ethnic origin• Impairment • Marital status • Place of origin• Political opinion• Race • Sex• Sexual orientation

The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting, recruiting, employing, appraising, promoting or dismissing an employee.

Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis, the MIoD is committed to a policy of equal opportunities.

The MIoD’s HR Policies and Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race, religion or belief, colour, sex, age, national origin, disability or sexual orientation. The MIoD’s HR Policy and Guidelines can be found on the website, www.miod.mu, under the section About us – Policies.

All employees are hired from the local community as far as possible, although this is not explicitly stated in our HR Policy and Guidelines.

8.3 Employment Policy (G4-DMA, G4-LA4, G4-LA16, G4-HR2)

All employees are always consulted in advance of any major changes in the workplace and their scheme of duties, and their suggestions and ideas are taken into consideration.

The MIoD’s employment policy and its grievance procedures are laid out in its HR Policy and Guidelines available on the website (www.miod.mu). No grievances about labour practices have been reported.

All MIoD employees are free to attend any MIoD public workshop and are encourage to do so. In addition the following training has been conducted with the team members.

Training

MIoD Values IT securityCustomer service Data protection

Number ofEmployees

7777

Number of hours trainingper employee

7 hours2 hours7 hours 2 hours


8.4 Gender and Diversity (G4-DMA, G4-LA12, G4-HR3)

The MIoD’s published HR Policy and Procedures is intended to ensure that, inter alia:

• Recruitment practices are professional, transparent and equitable• Employment relationships are based on mutual trust, fairness and

equality of opportunity for all• The dignity and individuality of all employees are respected• No applicant or employee is subjected to discrimination of any kind• All employees are trained to carry out their role competently and are

supported to develop to their full potential• Equality of access to all development opportunities• Fair and equal treatment of all employees• Equal opportunities for all employees.

The MIoD is committed to a policy of equal opportunities to ensure that no unlawful discrimination occurs in any aspect of our activities on the grounds of race, religion or belief, colour, sex, age, national origin, disability or sexual orientation. No incidents of discrimination have been reported.

8.5 Human Rights (G4-DMA, G4-HR9, G4-HR12)

The MIoD has not conducted a human rights review or impact assessment as all its operations take place in Mauritius, which has a very good human rights record and the MIoD has had no reported incidents of human rights abuse or grievances about human rights impacts filed against it.

9. Members Events

As at 30 June 2016, the MIoD had 1,262 members. The MIoD communicates to its members through its Annual Report, publications, newsletters, website, emails, networking events, surveys and the AMM. The key members events held during the year were:

10. Share Price

The Company is not listed on any stock exchange and share price information is therefore not applicable.

11. Internal Control and Risk Management

11.1 Risk ManagementThe Board is responsible for the governance of risk and for determining the nature and extent of the principal risks it is willing to take in achieving its strategic objectives, as well as the process of risk management which incorporates internal control and audit, and has delegated its overall responsibility to the Audit and Risk Committee (ARC). The Board reviews the Company’s Risk Register at every Board meeting which includes the Company’s strategic, financial, operational, IT and compliance risk. The Board holds an annual strategic review and this includes the identification and discussion of the risks that threaten the business model, future performance, solvency and liquidity of the Company.

The ARC assists the Board in fulfilling its responsibilities by regularly monitoring decisions and processes designed to ensure the integrity of financial reporting and sound systems of internal control and risk management. The ARC reviews and updates the Risk Register at every ARC meeting.

Management is accountable to the Board to establish processes and procedures for identifying, evaluating, and managing any significant risks faced by the Company.

A risk analysis has been undertaken and a register of key risks has been established and is regularly updated and presented to the ARC for the appropriate mitigation, actions and decisions to be taken.

The key risks identified and which require monitoring are as follows:

• Reputation• Loss of Founders and Patrons funding• Technology failure and data loss• Natural disasters• Credit risk attributable to trade receivables• Loss of key personnel.

AMMFellows Networking Evening at the Residence of the British High Commissioner Members Networking Evening at Le SuffrenMembers Networking Evening and Farewell for the CEO Members Networking Evening and Welcome for the new CEO

25 September 2014

14 October 2015

26 November 2015

14 January 2016

31 May 2016

Members at the Annual Members Meeting 2015

Fellows networking event at the British High Commission


These risks are being addressed in the following ways:

• A risk appetite level has been defined as low and set at 2% of gross annual revenues

• An ethics risk assessment was completed in August 2012 and is due to be updated in 2015

• The MIoD’s Code of Conduct has been reviewed• A Whistleblowing Policy has been implemented• The MIoD has put in place a new 3-year business plan to ensure its

sustainability• A Disaster Recovery and Business Continuity Plan has been put in

place and reviewed• Board training has taken place and an annual internal exercise has

been conducted this year• Insurance cover is reviewed annually• Debtor management procedures are in place with regular review

and follow up; a new bank account has been opened with The Mauritius Commercial Bank Ltd in order to allow members to pay by mobile phone banking

• A sector analysis has been undertaken to ensure limited vulnerability to a financial downturn in any one sector

• A succession plan is being put in place by the Membership and Nominations Committee (MNC) for the loss of key personnel

• An IT security audit had been undertaken by PwC and their recommendations have already been implemented; accounts and key data is backed up daily; IT policies are gradually being put in place

• An Internal Audit has been undertaken• The Membership and Nominations Committee is undertaking a

review of disciplinary procedures for members who breach the Code of Conduct.

The Board is responsible for the IT Governance of the MIoD and delegates this work to the ARC. IT Governance has been reviewed this year as part of the overall IT Security Audit, and appropriate Information, IT and Information Security Policies are being put in place. The Board, via the ARC, also monitors and evaluates significant expenditures on information technology.

11.2 Internal ControlThere is no internal audit function as the Board considers the size of the Company too small. However, Cays Associates was appointed in May 2010, and re-contracted in 2014, to look after the MIoD’s accounts and oversee the Company’s accounting procedures and controls. The ARC is responsible for ensuring that all internal controls are in place and for the regular review of the company’s management accounts and policies. Separation of powers is ensured for approval of all purchases, payments of bills and signing of cheques. Cash transactions are limited and receipts are immediately issued. The Pastel software accounting system is used for the management and control of accounts and debtors.

As a point of good governance, since the MIoD has no internal audit function, it has been outsource this function to Lancasters Chartered Accountants, who have carried out and internal audit on Revenue.

11.3 Independent AuditMoore Stephens was re-appointed as independent auditors for the year 2015/16. No non-audit services were rendered by the independent auditor. This is their 4th year as the MIoD’s independent auditors.

The MIoD’s policy on External Auditor rotation of Partners responsible for audit work has been reviewed as part of the MIoD’s Board Charter and, in line with best practice, it has been agreed that the number of years a person may be part of the audit team of the external auditor, is capped. Partners of the audit team of the Company who are charged with essential audit tasks must be replaced every 5 years after the start of their involvement. The partners of the audit team of the Company charged with essential tasks who have been replaced are not allowed to work on a new assignment for the Company until at least 5 years have expired from the date of their replacement. A tender for the appointment of the External Auditor will take place every 10 years.

12. Corporate Social Responsibility (CSR)

The Company is a not-for-profit organisation and is therefore not accountable for CSR contributions. The MIoD does, however, implement a CSR programme by providing “at cost” training on corporate governance and ethics management to registered non-governmental organisations as well as using its Directors Register to conduct pro-bono searches for such organisations. Three NGOs benefited from this free service this year.

13. Ethics

The Board regularly monitors and evaluates compliance with the MIoD’s Code of Conduct. An ethics risk assessment, which also covered corruption risks, was undertaken in 2011. The assessment covered all the activities of the MIoD. Thereafter the MIoD Code of Conduct was reviewed and revised on 15 July 2012 to address ethical conduct within the organisation and by its members. The members of the MIoD are expected at all times to act in such a way as not to bring themselves or the MIoD into disrepute. They are also expected to comply with the Code of Conduct of the MIoD which provides guidance on behaviour to be adopted by the members. The MIoD’s HR Policy and Guidelines provides employees with guidance for reporting concerns about unethical or unlawful behaviour, and matters related to organisational integrity.

MIoD workshop at Labourdonnais Waterfront Hotel


The MIoD’s Whistleblowing Policy and all of its other policies (listed below) are available on its website, www.miod.mu :

• Accounting Policies & Procedures • BYOD Policy• Code of Conduct• Conflict of Interest Policy• Data Protection Policy• HR Policy and Guidelines• IT Governance Policies and Procedures • Media Policy• Nominations Procedure• Promoting Other Events, Products, Brands and Services• Procurement Policy• Quotation and Tender Process• Related Party Transactions• Social Media Policy• Password Policy• Whistle Blowing Policy• Preferred Supplier Sponsorship Policy.

Training in Anti-Corruption Policies and Procedures (G4-DMA, G4-SO4)The MIoD’s Code of Conduct also applies to all its employees who are required to behave ethically in a manner consistent with the values of the MIoD. If in doubt, employees should seek advice from management.

Employees are encouraged to report to management any behaviour by another employee they consider to be unethical. This may include behaviour that the employee believes violates any law, rule or regulation or represents corrupt conduct, substantial mismanagement of company resources, or is a danger to public health or safety or to the environment. Employees making such reports shall be protected against reprisals provided the claim is based on a reasonable belief, is reported to an appropriate person and is not malicious.

Two of the MIoD’s Directors, Patricia Day-Hookoomsing and Olivier Decotter, are Certified Ethics Officers.

The MIoD has signed an MOU with Transparency International to set up a Whistleblowing Council (see more information on pages 20 to 21). The Whistleblowing Council is currently actively engaged in promoting whistleblowing legislation, and is working on a draft paper in this respect.

The MIoD has also been mandated to lead the voluntary private sector initiative, known as PACT (Private Sector Anti-Corruption Task Force) – see pages 20 to 21 for more information. The key objective is to mobilise the private sector to take tangible measures to proactively reduce the risk of corruption and develop ethical cultures in their organisations.

14. Environment

To support the MIoD in its endeavour to promote corporate sustainability in Mauritius, an exercise was undertaken in 2011/12 to calculate the MIoD’s Ecological Footprint (EF). The Company’s EF is now updated annually and can be found on our website, www.miod.mu under the section ‘About Us – Ecological Footprint’ on the homepage. Please refer to the Sustainability Report on page 47 of this report for more information.

15. Health and Safety (G4-DMA, G4-LA6)

The MIoD is committed to meeting environmental, health and safety standards, maintaining a safe and healthy workplace for all and minimising the impact of its activities on the environment. The MIoD recognises and accepts its responsibility as an employer to maintain, so far as is reasonably practicable, the safety and health of its employees, and of other persons who may affected by its activities. Procedures in the event of an accident are outlined in the MIoD’s HR Policy and Guidelines available on the website (www.miod.mu).

The Company complies with all health and safety legislations. There have been no injuries, occupational diseases or significant absenteeism amongst the MIoD team during this reporting year.

Participants doing group work at an MIoD workshop

Private Sector Anti Corruption Task Force


16. Social Issues

The Board of Directors of the MIoD sets the strategic aims of the company to ensure that the necessary human and financial resources are in place for the MIoD to meet its Vision, Mission and Objectives in line with our Values. The MIoD is committed to the best HR practices and believes that our people are our most valuable asset and that providing a safe and healthy working environment is not only a basic responsibility, it is fundamental to the success of our Institute. The Company accepts its ethical and corporate social responsibilities and recognises its obligation to conduct its activities in full knowledge of, and in compliance with, the requirements of applicable employment legislation, regulations and approved codes of practice. The MIoD aims to achieve this by adopting a policy of best practice in managing people.

The MIoD is an equal opportunities employer and considers the welfare and development of its employees to be very important. Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD workshops and events, as well as external training for their professional development. Team building exercises are held regularly to reinforce team values and teamwork.

Please consult our website www.miod.mu, particularly the Policies section to know more about our HR policies and practices.

17. Related Party Transactions

The MIoD has a Policy on Related Party Transactions and any related party transactions have been conducted in accordance with the said policy and the MIoD’s Code of Conduct.

The MIoD has procured training services from Consultancy Company Limited (CCL), amongst other service providers, since 2011. Mrs. Patricia Day- Hookoomsing is the Managing Director of CCL and with her nomination as a Director of the MIoD in September 2012, it implies that such services from CCL are now classified as a related party transaction and disclosed in the Financial Statements in note 13 on page 67.

18. Political Contribution (G4-DMA, G4-SO6)

The MIoD makes no political contributions.

19. Management Agreements

No management agreement has been entered into by the Company.

Navitas Corporate Services LtdCompany Secretary

10 August 2016


1. GRI Framework

This Annual Integrated Report has adopted the GRI G4 Guidelines of the Global Reporting Initiative (GRI), and it reflects MIoD’s commitment to provide a transparent and fair review of its strategy, performance and activities in 2015-16 to all its stakeholders. The triple bottom line report provides an open and honest summary of the social, economic and environmental impacts stemming from our activities and commitments, practices, objectives and performance results regarding the management of our impacts.

It is the second year that the MIoD is using the GRI G4 Guidelines and it has chosen to prepare its sustainability report with the ‘in accordance’ Core option. The Core option provides the background against which an organisation communicates the quantitative and qualitative impacts of its economic, environmental and social and governance performance and the MIoD considers that the Core option best meets its current reporting needs and its stakeholders’ information needs.

MIoD continues to adopt a learning-by-doing approach to internalise integrated sustainability reporting as a strategic management tool. It is understood that the learning-by-doing approach implies that the processes, tools and methodologies applied to identify, prioritise and validate report content and reporting parameters will evolve over time. Nevertheless, the processes, tools and methodologies are systemic and have been applied systematically to allow year-on-year comparisons of MIoD’s performance. This is even more so because MIoD is a relatively young organisation that holds a unique position vis-à-vis its stakeholders.

The MIoD has used GRI reporting principles in determining the scope of the report, content structure and quality and data calculation and disclosure techniques. The content of this report discloses MIoD’s performance for the period starting 1 July 2015 and ending 30 June 2016.

A detailed GRI Content Index, providing responses to each of the G4 general and specific disclosures, can be found on our website at www.miod.mu as well as on pages 72 to 75 of this report.

2. Strategy and Impacts (G4-DMA,G4-EC8)

In line with its mission, the MIoD aims to be a model of corporate governance and as such has been a leader in promoting corporate sustainability training.

The MIoD believes that sustainability is an integrated part of corporate governance and that every company should recognise its corporate responsibility to respect the social and economic environment, which is itself embedded within the natural environment. In this respect, the MIoD aims to identify the particular circumstances, whether environmental or social or economic, relevant to its business.

Sustainability is thus not only relevant to the MIoD as an organisation in its own right, but also as an integral part of the corporate governance framework which it is our objective to promote within the Mauritian corporate sector.

In order to achieve this objective, the MIoD has adopted the following strategy:

• to be a role model by measuring its Ecological Footprint and adopting the GRI Guidelines for its annual integrated reports

• to ensure sustainability training is part of its overall corporate governance training programme

• to become a certified GRI Training Partner in Mauritius thus enabling Mauritian companies to easily access local GRI training workshops

• to set up a Business Council for Sustainable Development (BCSD) thus providing a forum for the private sector to collaborate and promote progress towards sustainable development in Mauritius, implementing practical business solutions and sharing and disseminating information about best practices.

MIoD’s strategy is also fully supportive of the Stock Exchange of Mauritius Sustainability Index (SEMSI), which was launched in September 2015. The SEMSI is aligned with the GRI G4 Guidelines.

Significant indirect economic impacts of the MIoD’s activities include:

• enhancing Mauritian directors’ education and skills and thus improving national board performance in line with the national Code of Corporate Governance

• improving Mauritian companies performance through the implementation of more effective corporate governance and business ethics

• helping to maintain the ranking and reputation of Mauritius as a regional leader in corporate governance, thus stimulating foreign direct investment in line with Government policy

• promoting Mauritius as a regional leader in corporate governance through the African Corporate Governance Network in line with Government policy to develop Mauritius as the business portal for Africa

• acting as a role model for other companies and NGOs and promoting corporate sustainability and integrated reporting

• providing free or at cost workshops on corporate governance and ethics for NGOs, as well as assisting NGOs in finding skills and competencies for their Boards or Committees

• supporting jobs in the supply chain by offering a Directors Search service to members.

3. Report Content and Aspect Boundaries (G4-18, G4-19, G4-20, G4-21)

In deciding the Report Content and the Aspect Boundaries, the MIoD has adopted the G4 recommended process, namely identification, prioritisation, validation and review to select the organisation’s significant economic, environmental and social impacts.

The reporting process is based on the four Principles for Defining Report Content: namely materiality, stakeholder inclusiveness, sustainability context and completeness, and using the process detailed in our Annual Integrated Report 2015/16.

Sustainability Report


The Aspects, and Specific Standard Disclosures related to them, that have been identified as being material for the MIoD are:

Material Aspect

Economic Performance

Market Presence

Indirect economic impacts

Procurement practices

Employment

Labour/management relations

Occupational health and safety

Training and education

Diversity and Equal opportunity

Equal remuneration for women and men

Labour practices grievance mechanisms

Investment

Non-discrimination

Forced or compulsory labour

Assessment

Boundary

Inside and outside the organisation

Inside the organisation

Outside the organisation











Inside and outside the organisation


Indicator

Direct economic value generated

Proportion of senior management hired from the local community at significant locations of operation

Significant Indirect Economic Impacts, including the Extent of Impacts

Proportion of spending on local suppliers at significant locations of operation

Benefits Provided to Full-Time Employees that are not provided to Temporary or Part-Time Employees, by significant locations of operation

Minimum notice periods regarding operational changes, including whether these are specified in collective agreements

Type of injury and rates of injury, occupational diseases, lost days, and absenteeism, and total number of work related fatalities, by region and by gender

Percentage of Employees receiving Regular Performance and Career Development Reviews by Gender and Employment Category

Composition of governance bodies and breakdown of employees per employee category according to gender, age group, minority group membership, and other indicators of diversity

Ratio of basic salary and remuneration of women to men by employee category, by significant locations of operation

Number of grievances about labour practices filed, addressed, and resolved through formal grievance mechanisms

Total Hours of employee training on human rights policies or procedures concerning aspects of human rights that are relevant to operations, including the percentage of employees trained

Total number of incidents of discrimination and corrective actions taken

Operations and suppliers identified as having significant risk for incidents of forced or compulsory labour, and measures to contribute to the elimination of all forms of forced or compulsory labour

Total number and percentage of operations that have been subject to human rights reviews or impact assessments


The report boundary covers the activities of MIoD in Mauritius. In addition to GRI’s Sustainability Reporting Guidelines (GRI G4), the report also follows the International Financial Reporting Standards (IFRS) for financial reporting, and the Code of Corporate Governance of Mauritius 2004. Boundaries for non-financial data collection are consistent with our financial reporting, thus aligning financial, environmental and social reporting.

The MIoD runs an international conference every two or three years. No conference has been held during this reporting year. The air travel footprint of overseas facilitators, running MIoD workshops, has not been included in our calculations as we have considered this to be part of their own footprint.

Guided by the G4 reporting guidelines and principles, and technical protocol, the following criteria have been observed in preparing this report:

3.1 Stakeholder Inclusiveness

Stakeholder identification and engagement have been carried out using a combination of three methods, namely: (1) market knowledge by virtue of being the only organisation mandated to foster the development of corporate governance at the level of Boards and senior management in Mauritius; (2) value-chain analysis to establish the entire supply chain of MIoD’s services, including the enabling environment and business providers; and (3) ongoing surveys with existing and potential members.

The value chain has been mapped using in-depth knowledge of our market and by keeping in close proximity with all the stakeholders and can be found on page 24.

3.2 Completeness

We have ensured that all the material topics and indicators covered in this report reflect completely the significant economic, environmental, and social impacts of our activities and enable our stakeholders to assess our performance in 2015-2016 effectively.

3.3 Balance

We have attempted to present an unbiased picture of our performance by avoiding selections, omissions, or presentation formats that are reasonably likely to unduly or inappropriately influence the reader’s decision or judgment. The report provides both favourable and unfavourable results, as well as results that can influence the decisions of stakeholders in proportion to their materiality. This is a commitment to MIoD’s transparency.

3.4 Comparability (G4-23)

Since this is the fourth integrated sustainability report, results present the latest data and information as well as a comparative analysis against the performance over the last 3 years, where possible.

The Ecological Footprint (EF) calculations have been based on the methodology used in the original Ecological Footprint Analysis & Advice on Sustainability Reporting of MIoD conducted by ELIA in November 2012, which was updated for the financial years 2012/13 and 2013/14 and again updated and approved by the Board of the MIoD on 12 August 2015 for the reporting period 01 July 2014 - 30 June 2015. The Report and the Ecological Footprint calculations for 2012/13, 2013/14, 2014/15 and 2015/16 can be found on the MIoD website, www.miod.mu under the section ‘Integrated Report 2015/16’ on the homepage).

Material Aspect

Human rights grievance mechanisms

Local communities

Anti-corruption

Public policy

Compliance

Customer privacy

Compliance

Boundary








Indicator

Number of grievances about human rights impacts filed, addressed, and resolved through formal grievance mechanisms

Percentage of operations with implemented local community engagement, impact assessments, and development programs

Communication and training on anti-corruption policies and procedures

Total value of political contributions by country and recipient/beneficiary

Monetary value of significant fines and total number of non-monetary sanctions for non-compliance with laws and regulations

Total number of substantiated complaints regarding breaches of customer privacy and losses of customer data

Monetary value of significant fines for non-compliance with laws and regulations concerning the provision and use of products and services


3.5 Accuracy

The different data in this report have been presented on both a qualitative and quantitative basis. In any case, we have ensured openness in measurements and qualitative analyses while bearing in mind that data would need to be verifiable. While the non-financial components of the present report have not been subject to an independent third party audit, the processes, methodologies and tools for generating and analysing quantitative and qualitative data were adopted because they lend themselves to such audits. Where applicable, such as in the case of the Ecological Footprint analysis discussed below, error analysis is provided to deal with uncertainties in measurements.

3.6 Timeliness

This report is issued for the purpose of the Annual Members Meeting on 28 September 2016. It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting. This open review process forms an integral part of the learning-by-doing approach.

3.7 Clarity

This report has been presented in a manner that is understandable, accessible and usable by our stakeholders. As far as practicable, graphics and data tables have been used to present information.

3.8 Reliability (G4-22)

Information and processes used in the preparation of this report have been consistently gathered, recorded, compiled, analysed, and disclosed in a way that has been subject to constant examination by a competent internal team, together with the help of an external consultancy firm with experience with integrated sustainability reporting using the GRI G4 Reporting Guidelines and Principles.

The contents of this report also take into consideration:

• The legal requirements of the Republic of Mauritius. In many instances, the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts

• Adoption of a thorough risk management process that allows us to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative. The risk management process also makes visible opportunities to better serve our stakeholders

• Keeping in close proximity with our stakeholders as explained in Section 1.4 of the Directors Report on page 22

• Identification of internal issues through meetings with MIoD team members as well as subscribing to continuous learning to better adhere to our policies, values, strategies, targets and risk management processes

• Carrying out an Ecological Footprint analysis of our operations that cover the impacts of the following: (1) food (mainly provided by third parties during delivery of MIoD training); (2) consumables; (3) utilities, buildings, and transport; and (4) waste. The analysis has been used to quantify impacts, identify impacts of most significance, and provide a basis for taking remedial actions across the value chain as discussed in this report. The Ecological Footprint analysis also captures the ecological impacts of services delivered (excluding electricity and primary energy consumption) by third party venues during MIoD training workshops.

The MIoD’s materiality framework is evolving and will mature over time. We are confident that the results presented here are sufficiently robust to instil confidence in the quality of the report. The Integrated Annual Report should be read in conjunction with our online resources.

Validation is currently essentially an internally orientated process, with authorisation by the CEO and Company Secretary and ultimate approval of the Annual Integrated Report by the Corporate Governance Committee and the Board of Directors. In addition, although the MIoD is not defined by law as a Public Interest Entity, and is therefore not required to do so, we have nevertheless asked the Independent Auditor to review the extent of compliance with the Code of Corporate Governance when undertaking the annual external audit.

The calculation of indicators has followed the GRI G4 Implementation Manual. GHG emissions arising from the use of electricity has been calculated using the standardised baseline Grid Emission Factor of Mauritius (https://cdm.unfccc.int/filestorage/e/x/t/extfile-20160108170610437-G--SDM-Clean_Development_Mechanism_-CDM--CDM02-Methodology-Standardized_baseline-Approved_Standardized_Baselines_-ASBs-ASB00019_PSB0008-ASB0019.pdf/ASB0019.pdf?t=bzR8b2FsbTF2fDAjXQVnS_uCvcIrAYQzbQSW).

GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator (http://www.icao.int/ENVIRONMENTAL-PROTECTION/CARBONOFFSET/Pages/default.aspx).

Re-statements of information are not applicable.

4. Ecological Footprint (EF) (G4-14)

While the environmental impact of the MIoD’s activities has not been identified as a Material Aspect, the MIoD continues to measure its Ecological Footprint as an important additional exercise which it started in 2012 in order to act as a role model and to focus attention on the need for corporate responsibility in this area.

The Ecological Footprint (EF) calculation enables the MIoD to use a precautionary approach and address its potential environmental impacts, and also acts as a benchmark for reducing our footprint in the future.

Since the number of workshops and events organised by the MIoD, as well as the food and consumables provided at these events, form a significant part of our ecological footprint, we have chosen to focus on this category in order to reduce our footprint.

Although, the footprint per workshop participant has not changed since the last reporting year, there has been a decrease since 2013/14. The Footprint per workshop participant is 0.032 ha/person in this reporting year.

Year

Footprint (ha)

Membership

Public workshop participants

Employees and outsourced staff

Footprint per workshop participant (ha/person)

2015/16

30.93

1262

985

9

0.032

Total Footprint in Hectares (ha)

2014/15

37.80

1156

1126

7

0.033

2013/14

39.39

1002

882

6

0.044


5.3. Greenhouse Gas Emissions

The total CO2 emissions of the MIoD have been estimated at 25.02 tonnes for the reporting period vs 16.74 in the previous year, with direct emissions at 5.97 tonnes of CO2 this year vs 4.46 tonnes of CO2, in the previous year, and indirect emissions contributing 19.05 tonnes of CO2 this year vs 12.28 tonnes of CO2 last year.

Indirect emissions of CO2 arose from the consumption of electricity and air travel. This amounted to 10.46 tonnes this year vs 10.00 tonnes last year for electricity and 8.59 tonnes vs 2.28 tonnes last year for air travel. The increase in air travel is due to the relocation of the new CEO of the MIoD. This is a one off situation and is not likely to reoccur in the near future.

Total direct CO2 emissions related to land transport has been estimated at 5.97 tonnes of CO2 vs 4.46 tonnes of CO2 last year due to an increase in the number of staff.

With the general trend showing an increase in greenhouse gas emissions, the MIoD will focus in the coming years on reducing its emissions.

5. Environmental Performance

5.1. Materials

The main consumable materials used by the MIoD are shown in this chart giving a year on year comparison with the last 3 years:

The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes. This has been reduced by 5.45% this year (4,945 MJ). The indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid. This showed an increase again in this reporting year at 37,031 MJ thermal compared to 35,398 MJ thermal last year i.e. 10,281.5kWh in this reporting year vs 9,832kWh last year. This is an increase of 4.6%, which can be accounted for by the increase in the number of employees and electrical equipment. The electricity use is currently 1,328.4 kWh per employee. The MIoD is not a producer of direct or indirect energies.

Initiatives to reduce indirect energy consumption include:

• use of more energy saving lighting• reduction in the use of air conditioning where possible.

A key constraint for the implementation of greater energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner.

5.2. Energy Consumption

year 13/14 year 14/15 year 15/16

Year

Direct Energy Consumption (MJ)

Indirect Energy Consumption (MJ)

2015/16

85,669

37,013

Energy Consumption

2014/15

90,614

35,398

2013/14

100,682

38,621


5.4. Waste

All waste produced by MIoD and related to MIoD activities was sent either to the landfill, or for recycling, or for reuse during the reporting period.

The main sources of waste are as follows:

By virtue of its activities, the MIoD does not deal with hazardous wastes of any kind.

5.5. Mitigation of Environmental Impacts

The MIoD continues to focus on the three following areas:

(i) food (mainly provided by third parties during delivery of MIoD trainings)(ii) consumables(iii) waste management.

In this respect, the MIoD has:

• continued working with its main third party food suppliers to enhance the quality of food provided during training sessions, and to reduce the food-related footprint.

• continued to ban plastic bottles from our offices and workshops; a water filter is used in the office and our third party suppliers only use filtered water for our workshops. We are pleased to report that the main hotels we work with have adopted filtered water for all their needs

• continued using only recycled paper for all our needs. We encourage the use of soft copies wherever possible. Board papers are only sent by soft copy and the software Board App is used so that directors can use tablets and do not need to print their board packs. The Registrar of Companies issued a new Practice Direction, effective as of 31 May 2014 and updated in May 2015, making it easier for companies to send soft copies of their annual report to shareholders who accept to receive this format, and thus reducing substantially the amount of paper used not only by the MIoD but by all companies in Mauritius. 679 MIoD members signed up for a soft copy of our Annual Report and we will work towards increasing this number.

• worked with HSBC and BLC Chambers to set up the Ebene Smart Community Project in the main Cybercity area of Ebene which is the 2nd business hub on the island. The objective of the Ebene Smart Community Project is to address some of the environmental issues facing the area namely littering, hawkers, lack of green spaces, abandoned plots of land, no proper pavements, lack of parking space and cycling tracks. Other suggestions include car sharing facilities, a jogging track, a waste reduction and recycling programme for the whole of the Cybercity and the setting up of a designated food court to have all hawkers located in an appropriate area. Ebene Smart Community Ltd has been incorporated as a Public Company Limited by Guarantee on 15 March 2016. The project is currently being led by the Business Parks of Mauritius Ltd, who are responsible for managing the Cybercity, and other companies. It is expected that the Ebene Smart Community will be launched in the second half of 2016.

Source

Paper

Plastic

Electronics

Wood

Metal

Total

waste

350kgs

0kg

0kg

0kg

0kg

2014/15 Total Waste2013/14 Total Waste

Landfill

315kgs

0kg

0kg

0kg

0kg

Recycled

35kgs

7kgs

14.5kgs

131kgs

40kgs

2015/16 Total Waste

Total

waste

257kgs

0kg

0kg

0kg

0kg

Total

waste

340kgs

0kg

16kgs

73kgs

0kg

Landfill

231kgs

0kg

1kg

0kg

0kg

Landfill

306kgs

0kg

0kg

0kg

0kg

Recycled

26kgs

0kg

0kg

0kg

0kg

Recycled

34kgs

0kg

16kgs

0kg

0kg

Reuse

0kg

0kg

0kg

0kg

0kg

Reuse

0kg

0kg

0kg

73kgs

0kg


Value Added Statement(G4-DMA, G4-EC1)

Direct Economic Value Generated

Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess: Membership expensesLess: Seminar expensesLess: Other operating expensesTotal direct economic value generated

Wealth distributedTo employees as salaries, wages and other benefitsTotal wealth distributed

Wealth reinvestedMembers’ fundsDepreciationTotal wealth reinvested

2016Rs

5,350,001 4,076,487

11,970,790 543,899

(555,453) (7,064,949) (5,833,754) 8,487,021

7,258,646 7,258,646

865,763 362,612

1,228,375

2015Rs

5,383,333 3,480,203

14,443,118 544,455

(470,255) (8,762,478) (5,018,777) 9,599,599

6,600,816 6,600,816

2,737,638 261,144

2,998,782

2%

24%

55%

Income from Contributions

Income from Subscriptions

Income from Seminars and others

Interest received19%

Income Analysis


Directors’ Responsibility Statement

1. Financial Statements

The Directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements:

The Board confirms that, in preparing the audited financial statements, it has:

• selected suitable accounting policies and applied them consistently• made judgments and estimates that are reasonable and prudent• stated whether applicable accounting standards have been followed, subject to any material departures explained in the financial statements• kept proper accounting records which disclose with reasonable accuracy at any time that the financial position of the Company• safeguarded the assets of the Company by maintaining internal accounting and administrative control systems and procedures• taken reasonable steps for the prevention and detection of fraud and other irregularities.

2. Going concern statement

On the basis of current projections, we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted.

3. Internal control and risk management

The Board is responsible for the system of Internal Control and Risk Management for the Company. It is committed to continuously maintaining a sound system of risk management and adequate control procedures with a view of safeguarding its assets.

The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified, reported on and dealt with appropriately.

4. Donations

The Company did not make any donation during the financial year.

5. Annual Financial Statements

The audited financial statements of the Company which appear on pages 57 to 71 were approved by the Board on 10 August 2016 and signed on their behalf by:

Signed on behalf of the Board

Jean Pierre Lim KongChairperson of the Audit and Risk Committee




Secretary’s Certificate

We, confirm that to the best of our knowledge and belief, the Company has filed with the Registrar of Companies, for the financial period ended 30 June 2016, all such returns as are required of the Company under the Companies Act 2001.

Navitas Corporate Services LtdCompany Secretary



Independent Auditors’ Report to the Members ofMauritius Institute of Directors

This report, including the opinion, has been prepared for and only for the company’s members, as a body, in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Report on the financial statements

We have audited the financial statements of Mauritius Institute of Directors (The Company), set out on pages 57 to 71, which comprise the statement of financial position as at 30 June 2016 and the statement of income and expenditure, statement of changes in members’ funds and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes.

Directors’ responsibility for the financial statements

The Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements on pages 57 to 71 give a true and fair view of the financial position of the Company at 30 June 2016 and of its financial performance, its changes in members’ funds and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001.

Report on other legal and regulatory requirements

Companies Act 2001

We have no relationship with or interests in the Company other than in our capacity as auditors.

We have obtained all the information and explanations we have required.

In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records.

MOORE STEPHENS Ashvin Mawven, ACAChartered Accountants Licensed by FRC

PORT LOUISMAURITIUS DATE: 10 August 2016


Financial StatementsMAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2016

ASSETS

Non-current assets

Plant and equipment

Current assets

Trade and other receivables

Cash and cash equivalents

TOTAL ASSETS

ACCUMULATED FUNDS AND LIABILITIES

Members’ funds

Non-current liabilities

Retirement benefit obligations

Current liabilities

Trade and other payables

Deferred revenue

2015

MUR

508,201

1,636,053

11,984,644

14,128,897

7,853,920

660,007

2,142,328

3,472,643

14,128,897

2016

MUR

529,139

4,286,006

10,706,974

15,522,119

8,719,683

69,000

2,829,778

3,903,658

15,522,119

Notes

5

6

7

8

15

9

10

Approved by the Board of Directors and authorised for issue on 10 August 2016.

Jean Pierre Lim KongChairperson of the Audit and Risk Committee


The notes on pages 61 to 71 form an integral part of these financial statements.


MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF INCOME AND EXPENDITUREFOR THE YEAR ENDED 30 JUNE 2016

INCOMECorporate patrons contribution and donationsMembers’ subscriptionsRevenue from workshops and other revenueInterest received

Total income

EXPENDITUREAMM expensesAdvertisingAudit feesBank chargesComputer maintenance and licencesDepreciationEcological footprintElectricityEntertainmentSubscriptionGeneral expensesGifts and donationsInsuranceLibrary and publicationsLicences and taxesMembership - networking event expensesMembership - other expensesOverseas travellingProfessional feesIT Security AuditPostageProvision for impairment of trade receivablesBad debts written offPublic relation expensesRent and property expensesRepairsLegal expenses PPE scrappedSalaries and personnel costsPrivate sector anti-corruption task forceSecretarial services and board costsSeminar expensesStationery and printingTelephoneTraining of trainers

Total expenditure

SURPLUS OF INCOME OVER EXPENDITURE

2015

MUR 5,383,333 3,480,203

14,443,118 544,455

23,851,109

366,268 262,103

55,000 48,666

546,095 261,144 140,615

66,076 92,453

260,868 4,532

99,015 88,204

8,547 24,507

116,355 353,899

78,151 731,597 172,500

7,729 154,000

25,794 309,150 567,496

58,500 115,000

- 6,600,816

100,000 218,012

8,762,478 66,217

238,060 113,622

21,113,470

2,737,638

2016

MUR 5,350,001 4,076,487

11,970,790 543,899

21,941,177

447,608

40,595 60,000 58,314

779,301 362,612

477 69,092

120,178 227,285

7,426 19,364 99,393

7,230 57,000

456,938 98,515

552,502 1,486,525

- 8,818

200,000 -

144,058 546,905

43,064 -

10,360 7,258,646

20,198 551,881

7,064,949 39,250

236,930 -

21,075,414

865,763

Note

3 ( c )



MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERS’ FUNDSFOR THE YEAR ENDED 30 JUNE 2016


As at 1 July 2014

Surplus of income over expenditure

As at 30 June 2015


As at 30 June 2016

Total

MUR

5,116,281

2,737,639

7,853,920

1,146,763

8,719,683

Members’ funds

MUR

5,116,281

2,737,639

7,853,920

865,763

8,719,683


MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2016


Adjustments for:

Interest received

Retirement benefit obligations

Loss on disposal of computer equipment

Depreciation

Provision for impairment of trade receivables

Movements in working capital

Increase in trade and other receivables

Increase in trade and other payables

Increase / (decrease) in deferred revenue

Net cash flows (absorbed into) / generated from operating activities

Cash flows from investing activities

Purchase of plant and equipment

Interest received

Net increase in cash and cash equivalents

Movements in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year

Net increase in cash and cash equivalents

2015

MUR

2,737,638

(544,455)

66,103

-

261,144

154,000

2,674,430

(38,173)

160,683

(5,913)

2,791,027

(281,438)

544,455

3,054,044

8,930,600

11,984,644

3,054,044

2016

MUR

865,763

(543,899)

(591,007)

10,360

362,612

200,000

584,829

(2,849,953)

687,450

431,015

(1,427,659)

(393,910)

543,899

(1,277,670)

11,984,644

10,706,974

(1,277,670)

Notes

15

7



MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016

1. CORPORATE INFORMATION

Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee.

The principal object of the company is that of promoting corporate governance and providing a professional forum for directors. The principal place of business and registered office is 1st Floor, Standard Chartered Tower, 19 Cybercity, Ebene, Mauritius.

2. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) 2.1 New and Amendments to International Financial Reporting Standards (IFRSs) (a) Adoption of New and Revised IFRSs During the current financial year, there are no new and revised IFRSs that are relevant to the Company’s operations and mandatory for annual period beginning on 1 January 2015 and accordingly, there is no financial impact on the financial position of the Company. (b) New and Revised IFRSs issued but not yet effective As at the date of these financial statements, the following new and revised IFRSs that are relevant to the Company’s operations have been issued but are not yet effective:

The Company is in the process of assessing the impact of IFRS 9 and IFRS 15 on the financial statements. Except as disclosed above, the directors expect the adoption of the new and revised IFRSs above will have no material financial impact on the financial statements in the period of initial application.

IFRS 9, Financial Instruments

IFRS 15, Revenue from Contracts with Customers

Amendment to IAS 1, Presentation of Financial Statements: Disclosure Initiative

Amendment to IAS 7, Statement of Cash Flows

Amendment to IAS 12, Income taxes – Recognition of deferred tax assets for unrealised losses

Improvement to IFRSs (2014)

• IFRS 7, Financial Instruments: Disclosure

Effective for annual periods

beginning on or after

1/Jan/2018

1/Jan/2018

1/Jan/2016

1/Jan/2017

1/Jan/2017

1/Jan/2016



3. SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of compliance The financial statements have been prepared in accordance with International Financial Reporting Standards. (b) Basis of preparation The financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for assets. (c) Revenue recognition (i) Subscription and members contribution Subscription and contribution from members are released to the income and expenditure account over the period to which they relate. (ii) Corporate patrons contributions and donations Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the costs for which

they are intended to compensate. (iii) Seminar revenue Seminar revenue is recognised as income in the period in which the seminar is held. (iv) In-house training In-house training is recognised as an income in the period in which the training is held. (v) Interest income Interest income is accounted on a time-proportion basis. (d) Deferred revenue Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of financial position at year end. Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in the statement of financial position at year end. Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue.

(e) Cash and cash equivalents Cash comprises of cash at bank and in hand, demand deposits and bank overdrafts. Cash equivalents are short term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

(f) Functional and presentation currency (i) Reporting currency The financial statements are presented in Mauritian Rupee (MUR), which is the Company’s functional and presentation currency and

represents the currency of the primary economic environment in which the entity operates. (ii) Transactions and balances Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions. Gains and losses resulting

from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign currencies at year end exchange rates are recognised in the statement of comprehensive income.



(g) Related parties Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions.

(h) Financial instruments Financial instruments carried on the statement of financial position include trade and other receivables, cash and cash equivalents and trade and other payables. The particular recognition methods adopted are disclosed in the individual accounting policy statements associated with each item. (i) Borrowing costs

Borrowing costs are recognised as an expense in the year in which they are incurred. (j) Trade and other receivables

Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

(k) Trade and other payables

Trade and other payables are stated at their nominal value. (l) Provisions

Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable will result in an outflow of economic benefits that can be reasonably estimated. (m) Impairment of assets

At the end of each reporting year, the Company reviews the carrying amounts of its tangible and intangibles assets to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount which is the higher of an asset’s net selling price and value in use.

(n) Plant and equipment

All plant and equipment are initially recorded at cost. Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful lives as follows:-

Leasehold improvement

Computer equipment

Office furniture

Rate per annum

25%

33%

25%

Where assets have been acquired during the year, charges to the statement of income and expenditure have been prorated.



(o) Employee benefits (i) Unfunded defined benefit plan The Company is subject to an unfunded defined benefit plan for the employees. The plan exposes the Company to normal risks described

below: Interest risk A decrease in the bond interest rate will increase the plan liability; however, this may be partially offset by a decrease in inflationary pressures

on salary increases. Salary risk The plan liability is calculated by reference to the future projected salaries of plan participants. As such, an increase in the salary of the plan

participants above the assumed rate will increase the plan liability whereas an increase below the assumed rate will decrease the liability.

There has been no plan amendment, curtailment or settlement during the year. (ii) State Plan Contributions to the National Pension Scheme are expensed to the statement of income and expenditure in the period in which they fall

due.

4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company’s accounting policies, which are described in note 3, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year, or in the period of the revision and future periods if the revision affects both current and future periods. Where applicable, the notes to the financial statements set out areas where management has applied a higher degree of judgement that have a significant effect on the amounts recognised in the financial statements, or estimations and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. 4.1 Key sources of estimation uncertainty With regards to the nature of the Company’s business there were no key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting year, that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.



6. TRADE AND OTHER RECEIVABLES Trade receivablesLess: Bad debts written off

Less: Provision for impairment of trade receivables

Prepayments and other receivables

Ageing of net receivablesDebtors 120 days+Debtors 90 daysDebtors 60 daysDebtors 30 daysDebtors current month

Provision for impairment of trade receivablesBalance as at 01 JulyProvision for the yearProvision written off during the year

Balance as at 30 June

2015MUR

1,189,657 (25,794)

1,163,863 (200,000) 963,863 672,190

1,636,053

227,956 134,350 240,718 134,500 426,339

1,163,863

100,000 154,000 (54,000)

200,000

2016MUR

2,380,407 -

2,380,407 (222,315)

2,158,092 2,127,914

4,286,006

1,178,742 59,150 51,740

165,181 925,594

2,380,407

200,000 200,000

(177,685)

222,315

5. PLANT AND EQUIPMENT COST

At 01 July 2015AdditionsDisposal

At 30 June 2016

DEPRECIATION

At 01 July 2015Charge for the yearDisposal

At 30 June 2016

NET BOOK VALUE

At 30 June 2016

At 30 June 2015

Total

MUR

2,131,345 393,910 (90,451)

2,434,804

1,623,144 362,612 (80,091)

1,905,665

529,139

508,201

Computerequipment

MUR

984,938 390,310 (90,451)

1,284,797

577,748 313,279 (80,091)

810,936

473,861

407,190

Office furniture

MUR

288,206 3,600

-

291,806

187,195 49,333

-

236,528

55,278

101,011

Leaseholdimprovement

MUR

858,201 - -

858,201

858,201 - -

858,201

-

-

Taking into consideration the credit quality of the trade receivables, the company considers that no further provision for impairment is required on trade receivables other than the above provision of MUR 222,315.



7. CASH AND CASH EQUIVALENTS

MauBank deposit account

MCB deposit account

Bank savings accounts

Bank current account

Cash in hand

8. ACCUMULATED FUNDS

Members’ funds

9. TRADE AND OTHER PAYABLES

Trade payables

Accruals and other payables

10. DEFERRED REVENUE

The deferred income is in respect of:

(i) Members subscriptions billed during the year for the period extending beyond

the year end

(ii) Contributions received during the year for the next financial period

(iii) Seminar revenue billed during the year for seminars held after the year end and

presold seminar

(iv) Affinity revenue

2015

MUR

8,300,000

-

165,663

8,465,663

3,514,981

4,000

11,984,644

7,853,920

1,018,114

1,124,214

2,142,328

1,804,842

772,337

820,464

75,000

3,472,643

2016

MUR

5,725,000

3,000,000

110,657

8,835,657

1,867,317

4,000

10,706,974

8,719,683

1,863,111

966,667

2,829,778

2,042,255

1,489,131

318,772

53,500

3,903,658

2016

MUR

2015

MUR

No interest is charged on trade payables. The company aims to ensure that all payables are paid within the credit timeframe, usually

within one month.



11. TAXATION No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and is therefore exempt from income tax. This exemption has been confirmed by a written correspondance received from the MRA on the 27 September 2010.

(ii) The company leases premises under operating lease for an average period of 3 years with a clause providing for increase in rental to cater for inflation.

13. RELATED PARTY TRANSACTIONS (i) During the year ended 30 June 2016, the Company traded with a related party. The details, nature, volume of transactions and balance at 30 June 2016 with the related party are as follows:

(ii) Compensation to key management personnel: The emoluments paid to key management personnel during the year under review was MUR 5,346,815 (year ended 30 June 2015: MUR 6,922,669).

14. LIABILITY OF MEMBERS In terms of its constitution, members and fellows of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of MUR 100 should there be a shortfall in net assets in the event of the company being wound up. As at the date of these financial statements there were 427 fellows and 769 members of the company to whom this guarantee applies.

12. OPERATING LEASES

(i) Operating Lease Rentals

Within 1 year

After 1 year and up to five years

2015

MUR

-

-

-

2016

MUR

546,905

1,164,480

1,711,385

Name of company

Consultancy Company Ltd

Relationship

Same director

Nature of transactions

Provision of training services

on behalf of the MIoD

2014

MUR

50,700

2015

MUR

24,000



15. RETIREMENT BENEFIT OBLIGATIONS Reconciliation of Net Defined Benefit Liability/(Asset) Opening balance Amount recognised in P&L Amount recognised in OCI Adjustment to opening balance Less Employer contributions Closing balance Reconciliation of Present Value of Defined Benefit Obligation Opening balance Adjustment to opening balance Current service cost Employee contributions Interest expense Past service cost Settlement (gain)/loss (Benefits paid on settlement) (Other benefits paid) Exchange differences Effect of business combination/disposal Liability experience (gain)/loss Liability (gain)/loss due to change in demographic assumptionsLiability (gain)/loss due to change in financial assumptions Closing balance Components of amount recognised in P&LCurrent service cost Past service cost Settlement (gain)/loss Service costNet interest on net defined benefit liability/(asset) Total Components of amount recognised in OCILiability experience (gain)/lossLiability (gain)/loss due to change in demographic assumptionsLiability (gain)/loss due to change in financial assumptions Total

2015MUR

593,904 66,103

-

-

660,007

-

- - - - - - - - - - - -

-

- - -

- -

-

- - -

-

2016MUR

660,007 39,000

- (630,007)

-

69,000

660,007 (630,007)

37,000 -

2,000 - - - - - - - - -

69,000

37,000 - -

37,000 2,000

39,000

- - -

-

Note: The movement in retirements benefit obligations is grouped under “Salaries and personnel costs” in the Statement of Income and Expenditure.


Principal Assumptions used at End of Period Discount rateRate of salary increasesAverage retirement age (ARA)

Sensitivity Analysis on Defined Benefit Obligation at End of Period

Increase due to 1% decrease in discount rateDecrease due to 1% increase in discount rate

Expected employer contribution for the next yearWeighted average duration of the defined benefit obligation

Demographic assumptionsWithdrawal before retirementMortality before retirementAverage retirement age

5% per annum to age 40, reducing to nil after age 45A1967/70(2) Ultimate60

2015

---

--

--

2016

7.50%5.50%

60

1814

024 years

Note: Disclosures as per the requirements of IAS 19 have been presented for year 2016 only. Comparative figures are not available.


The above sensitivity analysis has been carried out by recalculating the present value of obligation at end of period after increasing or decreasing the discount rate while leaving all other assumptions unchanged. Any similar variation in the other assumptions would have shown smaller variations in the defined benefit obligation.

Future cashflows

The funding policy is to pay benefits out of the reporting entity’s cashflow as and when due.

Data Summary

Employees entitled to retirement gratuities only as at 30 June 2016

Female

Assumptions

The long term actuarial assumptions used for IAS 19 as at 30 June 2016 are summarised below:

Financial assumptionsDiscount RateRate of pay increases

Averageremuneration

(MUR pa)

509,787

Averageservice

1.3

7.5% pa5.5% pa

Averageage

32

Totalremuneration(MUR’000 pa)

3,059

Number

6



16. FINANCIAL INSTRUMENTS The Company’s activities expose it to a variety of financial risks such as credit risk, interest rate risk and liquidity risk. Fair values The carrying amount of financial assets and financial liabilities approximate their values.

Credit risk The company’s credit risk is primarily attributable to its trade receivables. The amounts presented in the statement of financial position are net of allowances for doubtful debts, if any, estimated by the company’s management based on prior experience.

Interest rate risk

The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates.

Categories of financial instruments

Financial assets



Financial liabilities


2015

MUR

963,863

11,984,644

12,948,506

1,018,114

1,018,114

2016

MUR

2,158,092

10,706,974

12,865,066

1,863,111

1,863,111

The interest rate profile of the financial assets at 30 June was:

Financial assets

Mauritian rupees

Balance with bank

- floating interest rate

2015

%

6.36

2016

%

4.575 to 7.0



16. FINANCIAL INSTRUMENTS (Continued)

Interest rate sensitivity analysis

The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at the reporting date. For floating rate assets, the analysis is prepared assuming the amount of assets at the reporting date was owned for the whole year. A 50 basis point increase or decrease represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the company’s surplus for the year ended 30 June 2016 would increase/decrease by MUR 44,178 (year ended 30 June 2015: increase/decrease by MUR 42,328). This is mainly attributable to the company’s exposure to interest rates on its floating rate interest bearing asset. The company does not have any significant variable rate borrowings outstanding at year end.

Liquidity risk management The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

The maturity profile of the financial instruments is summarised as follows:

17. RECLASSIFICATION OF COMPARATIVE FIGURES The movement in retirement benefit obligations for the year ended 30 June 2015 has been reclassified under “Salaries and personnel costs” in the Statement of Income and Expenditure, in order to be consistent with the current year’s presentation. 18. EVENTS AFTER THE REPORTING PERIOD There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2016.

Financial assets



Financial liabilities


Total

MUR

963,863

11,984,644

12,948,506

1,018,114

1,018,114

Total

MUR

2,158,092

10,706,974

12,865,066

1,863,111

1,863,111

Less than 1 month

MUR

963,863

11,984,644

12,948,506

1,018,114

1,018,114

Less than 1 month

MUR

2,158,092

10,706,974

12,865,066

1,863,111

1,863,111

2016 2015

Note: Disclosures as per the requirements of IAS 19 have been presented for year 2016 only. Comparative figures are not available.


GRI Content Index(G4-32, G4-33)GENERAL STANDARD DISCLOSURES

Page

13

4

16

16

16

16

16

16

22, 42

42

24

16,24

50

24,26, 31, 32

24,26

16

External Assurance

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

Indicator description

Statement from the most senior decision-maker about the relevance of sustainability and organisation’s strategy

Name of the organisation

Primary brands, products, and services

Location of the organization’s headquarters

Number of countries where the organization operates

Nature of ownership and legal form

Markets served, and types of customers and beneficiaries

Scale of the organisation

Total number of employees by employment contract, gender and region

Percentage of total employees covered by collective bargaining agreements

Description of supply chain

Significant changes during the reporting period regarding the organisation’s size, structure,ownership, or its supply chain

Whether and how the precautionary approach or principle is addressed by the organisation

Externally developed economic, environmental and social charters, principles, or other initiatives to which the organisation subscribes or which it endorses

Memberships in associations and national/ international advocacy organisations

All entities included in the organisation’s consolidated financial statements or equivalent documents

General Standard Disclosures

Strategy and AnalysisG4-1

Organisational ProfileG4-3

G4-4

G4-5

G4-6

G4-7

G4-8

G4-9

G4-10

G4-11

G4-12

G4-13

G4-14

G4-15

G4-16

Identified Material Aspects and Boundaries

G4-17

Cross Reference

Chairperson’s Statement

About this Annual Integrated Report

Activities of MIoD-Directors’ Report

Setting up of the MIoD-Directors’ ReportSetting up of the MIoD-Directors’ ReportSetting up of the MIoD-Directors’ ReportActivities of MIoD-Directors’ Report

Directors’ Report

Employees-Directors’ Report, Corporate Governance Report


Directors’ Report

Directors’ Report

Sustainability report

Directors’ Report

Directors’ Report

Not applicable, the MIoD is not a group


47

47

47

47

50

49

22

23

22

22

4

27

4

4

72

72

38

15

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

Process for defining the report content and the Aspect Boundaries; and how the organisation has implemented the Reporting Principles for Defining Report Content

All the material aspects identified in the process for defining report content

The aspect boundary for each material aspect within the organisation and whether the aspect is material for all entities within the organisation

Whether the aspect boundary for each material aspect outside the organisation

Effect of any restatements of information provided in previous reports, and the reasons for such restatements.

Significant changes from previous reporting periods in the Scope and Aspect Boundaries

List of stakeholder groups engaged by the organisation

Basis for identification and selection of stakeholders with whom to engage

Organisation’s approach to stakeholder engagement

Key topics and concerns that have been raised through stakeholder engagement, and how the organisation has responded to those key topics and concerns

Reporting period for information provided

Date of most recent previous report

Reporting cycle

Contact point for questions regarding the report or its contents

GRI Index with “in accordance” option chosen and references to External Assurance Reports

Organisation’s policy and current practice with regard to seeking external assurance for the report

Governance structure of the organisation, including committees of the highest governance body and those responsible for decision-making on economic, environmental and social impacts

Describe the organization’s values, principles, standards and norms of behavior such as codes of conduct and codes of ethics

G4-18

G4-19

G4-20

G4-21

G4-22

G4-23

Stakeholder engagementG4-24

G4-25

G4-26

G4-27

Report ProfileG4-28

G4-29

G4-30

G4-31

G4-32

G4-33

GovernanceG4-34

Ethics and IntegrityG4-56





Sustainability report-Re-statements are not applicable


Stakeholders-Directors’ Report




About this Annual Integrated ReportDirectors’ Report

About this Annual Integrated ReportAbout this Annual Integrated Report

GRI Content Index

GRI Content Index


Values


Page

53

42

47

22

41

42

45

41

43

41

42

Material Aspects

Category: Economic

Economic Performance

Market Presence

Indirect economic impacts

Procurement practices

Category: Social

Employment

Labour/ management relations

Occupational health and safety

Training and education

Diversity and Equal opportunity

Equal remuneration for women and men

Labour practices grievance mechanisms

Indicator description

Direct economic value generated

Proportion of senior management hired from the local community at significant locations of operation

Significant Indirect Economic Impacts, including the Extent of Impacts

Proportion of spending on local suppliers at significant locations of operation

Benefits Provided to Full-Time Employees that are not provided to Temporary or Part-Time Employees, by significant locations of operation

Minimum notice periods regarding operational changes, including whether these are specified in collective agreements

Type of injury and rates of injury, occupational diseases, lost days, and absenteeism, and total number of work related fatalities, by region and by gender

Percentage of Employees receiving Regular Performance and Career Development Reviews by Gender and Employment Category

Composition of governance bodies and breakdown of employees per employee category according to gender, age group, minority group membership, and other indicators of diversity

Ratio of basic salary and remuneration of women to men by employee category, by significant locations of operation

Number of grievances about labour practices filed, addressed, and resolved through formal grievance mechanisms

DMA and Indicators

G4-DMAG4-EC1

G4-DMAG4-EC6

G4-DMAG4-EC8

G4-DMAG4-EC9

G4-DMAG4-LA2

G4-DMAG4-LA4

G4-DMAG4-LA6

G4-DMAG4-LA11

G4-DMAG4-LA12

G4-DMAG4-LA13

G4-DMAG4-LA16

Cross Reference

Value-added statement

Recruitment policy-Corporate Governance Report

Strategy and Impacts-Sustainability report


Remuneration philosophy-Corporate Governance Report

Employment policy-Corporate Governance Report

Health and Safety-Corporate Governance Report





External Assurance

No

No

No

No

No

No

No

No

No

No

No

Omissions

No

No

No

No

No

No

No

No

No

No

No

Sub-category: Labour Practices and Decent Work

GRI Content IndexSPECIFIC STANDARD DISCLOSURES


42

43

22

43

43

22

45

46

36

36

36

Investment

Non-discrimination

Forced or compulsory labour

Assessment

Human rights grievance mechanisms

Sub-category: Society

Local communities

Anti-corruption

Public policy

Compliance

Sub-category: Product Responsibility

Customer privacy

Compliance

Total Hours of Employee Training on Human Rights Policies or Procedures concerning aspects of Human Rights that are relevant to operations, including the percentage of employees trained.

Total number of incidents of discrimination and corrective actions taken

Operations and suppliers identified as having significant risk for incidents of forced or compulsory labor, and measures to contribute to the elimination of all forms of forced or compulsory labor

Total number and percentage of operations that have been subject to human rights reviews or impact assessments

Number of grievances about human rights impacts filed, addressed, and resolved through formal grievance mechanisms

Percentage of operations with implemented local community engagement, impact assessments, and development programs

Communication and training on anti-corruption policies and procedures

Total value of political contributions by country and recipient/beneficiary

Monetary value of significant fines and total number of non-monetary sanctions for non-compliance with laws and regulations

Total number of substantiated complaints regarding breaches of customer privacy and losses of customer data

Monetary value of significant fines for non-compliance with laws and regulations concerning the provision and use of products and services

G4-DMAG4-HR2

G4-DMAG4-HR3

G4-DMAG4-HR6

G4-DMAG4-HR9

G4-DMAG4-HR12

G4-DMAG4-SO1

G4-DMAG4-SO4

G4-DMAG4-S06

G4-DMAG4-SO8

G4-DMAG4-PR8

G4-DMAG4-PR9


Gender and Diversity-Corporate Governance Report


Human Rights-Corporate Governance Report

Human Rights-Corporate Governance Report


Training in anti-corruption policies and procedures-Corporate Governance Report

Political contribution-Corporate Governance Report

Compliance statement-Corporate Governance Report



No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

Sub-Category: Human Rights

Mauritius Institute of Directors

1st Floor, Standard Chartered Tower, 19 Cybercity, Ebene, Mauritius

Tel: (230) 468 1015 | Fax: (230) 468 1017 | Website: www.miod.mu

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