ENL Commercial Limited Annual Report 2016 ENL Commercial ... · Mauritius and Madagascar. ......

5352ENL Commercial Limited | Annual Report 2016ENL Commercial Limited | Annual Report 2016

Gérard Garrioch (61 years)Chairman, Independent Non-Executive Director

First appointed: November 2004Qualifications: BSc (Hons) Biochemistry (First class), MBA (Distinction)Committee: Chairman of the Corporate Governance Committee

Gérard Garrioch is the Executive Chairman and one of the owners of the Cernol Group of Companies, a specialty chemicals Group based in Petite Rivière, Mauritius. He has been President of the Association of Mauritian Manufacturers (2001, 2002), President of the Mauritius Employers Federation (2004, 2005), Chairman of the Joint Economic Council from 2008 to 2009, member of the National Economic and Social Council (two years) and a member of the Human Resources Development Council.Gérard Garrioch started his career with the Harel Frères Group (now Terra) in 1978 working in the alcohol distillation company as production manager then as a Manager. He then left to manage Cernol Chemicals Ltd in 1981 and became one of the owners after a management buyout in 2005. Gérard Garrioch acquired a considerable experience in the marketing and manufacturing sectors as well as export to the Region, Cernol having companies in those sectors in Mauritius and Madagascar. Gérard Garrioch is also non-executive Chairman of Cie de Beau Vallon Ltée, a Group which has interests in Agriculture (Sugar), Tourism and Property Development. He also chairs the two main subsidiaries of the Beau Vallon Group which are listed companies on the DEM market of the Mauritius Stock Exchange: Union SE (Sugar production) and Southern Cross Tourist Co Ltd (which owns and operates two hotels in Mauritius: Le Preskil and Solana Beach).Gerard Garrioch was awarded an OSK by the President of the Republic of Mauritius for his contribution to the business community.

Directorship in listed companies: - Southern Cross Tourist Company Limited - The Union Sugar Estates Co. Ltd

Board of directors

Edouard Espitalier-Noël (57 years)Non-Executive Director

First appointed: June 1989Qualifications: BSc (Hons) Electrical & Electronic Engineering Committees: Member of the Audit & Risk Management and Corporate Governance Committees

Edouard Espitalier-Noël started his career in the retail business of electronic equipment in 1987 as Sales Manager of JM Goupille a leader in its field. He then took over the General Management of Galaxy in 1995 and in 1996 was promoted as Managing Director of both JM Goupille and Galaxy. In 2008 Edouard Espitalier-Noël was promoted as Chief Retail Executive of the Cim Group. He has now retired after some 30 years of service.Edouard Espitalier-Noël has a good experience in the trade and retail market of Mauritius.

Directorship in listed companies: - ENL Limited

LEADERS LEADERS

Eric Espitalier-Noël (57 years)Chief Executive Officer, Executive Director

First appointed: September 1987 Qualifications: Bachelor of Social Science, MBA Committee: Member of the Corporate Governance Committee

Eric Espitalier-Noël previously worked with De Chazal Du Mée & Co, Chartered Accountants in Mauritius. He joined the ENL Group in 1986 and is currently the Chief Executive Officer of ENL Commercial Limited.Eric Espitalier-Noël has an extensive experience in the commercial and hospitality sectors being a board member of various companies evolving in those sectors.

Directorship in listed companies: - Automatic Systems Limited - ENL Land Ltd - ENL Limited - Les Moulins de la Concorde Ltée

- Livestock Feed Limited - Rogers and Company Limited - Tropical Paradise Co Ltd (Alternate Director)

Gilbert Espitalier-Noël (52 years)Non-Executive Director

First appointed: September 1999 - up for re-election at the next annual meetingQualifications: BSc University of Cape Town, BSc (Hons) Louisiana State University and MBA INSEAD.

Gilbert Espitalier-Noël joined the Food and Allied Group in 1990 and was appointed Group Operations Director in 2000. He left the Food and Allied Group in February 2007 to join the ENL Group as executive director until June 2015. He is since July 2015 the Chief Executive Officer of New Mauritius Hotels Ltd. Gilbert Espitalier-Noël was President of the Mauritius Chamber of Commerce and Industry in 2001, of the Joint Economic Council in 2002 and 2003 and the Mauritius Sugar Producers Association in 2008 and 2014.Gilbert Espitalier-Noël possesses an extensive experience in the agro industrial, property and hospitality sectors.

Directorship in listed companies: - ENL Land Ltd - ENL Limited - Livestock Feed Limited

- New Mauritius Hotels Limited - Rogers and Company Limited

Hector Espitalier-Noël (58 years)Non-Executive Director

First appointed: December 1985Qualifications: Member of the Institute of Chartered Accountants in England and Wales Committee: Member of the Corporate Governance Committee

Hector Espitalier-Noël previously worked with Coopers and Lybrand in London and with De Chazal du Mée in Mauritius. He is the Chief Executive Officer of ENL Limited and the ENL Group since 1990. He is also the Chairman of New Mauritius Hotels Ltd and Bel Ombre Sugar Estate Ltd and a past chair of Rogers and Company Limited, the Mauritius Chamber of Agriculture, the Mauritius Sugar Producers Association and the Mauritius Sugar Syndicate.Hector Espitalier-Noël has a vast experience in the sugar cane industry, property, hospitality and financial services sectors being the Chairman and a board member of various companies evolving in those sectors.

Directorship in listed companies: - Ascencia Limited - ENL Land Ltd - ENL Limited

- New Mauritius Hotels Limited - Rogers and Company Limited - Swan General Ltd

- Swan Life Ltd - Tropical Paradise Co Ltd


Roger Espitalier Noël (62 years)Non-Executive Director

First appointed: April 2016 - up for re-appointment at the next annual meetingQualifications: Certificate in Textile and Knitwear Technology Committee: Member of the Audit and Risk Management Committee

Roger Espitalier Noël has headed the operational division of Floreal Knitwear until his nomination as General Manager in 1998. He retired in 2010 after 36 years of service. Roger Espitalier Noël was involved in the restructuring and relaunch of the Malagasy Production Units after the political unrest of 2001 and as from 2008 acted as consultant for Ciel Textile Ltd where his activities were focused on the environmental, logistic, utilities as well as the retail aspects of the Knits division. He is presently working for Ciel Ltd as Corporate Sustainable Advisor and also chairs its Environment & Social Committee.

Directorship in listed companies: - ENL Land Ltd - ENL Limited

- Ciel Limited - Ciel Textile Limited

Antoine Marrier D’Unienville (56 years)Executive Director

First appointed: October 2012Qualifications: BSocSci Economics (UCT), Degree from Science Po (Paris)

Antoine d’Unienville joined Axess in 1989 and is currently the General Manager.

Louis Rivalland (45 years)Independent Non-Executive Director

First appointed: November 2004Resigned as Director: December 2015Qualifications: BSc. (Hons) degree in Actuarial Science and Statistics, F.I.A. (UK) Committee: Chairman of the Audit & Risk Management Committee

Simon-Pierre Rey (64 years)Independent Non-Executive Director

First appointed: April 2016 - up for re-appointment at the next annual meetingQualifications: BA (Honours) in Economics and Chartered Accountant (UK) Committee: Chairman of the Audit and Risk Management Committee

Simon Pierre has worked for some 25 years with Ireland Blyth Limited in the finance field until his retirement in December 2012. During this period, he has occupied important ranks within the group, notably as Group Finance Director/Controller, Company Secretary and Chief Operating Officer, amongst others. Furthermore, he was a Board member of various companies within the Ireland Blyth Group, whilst serving on several board committees of these entities, namely the Audit and the Corporate Governance Committees.He is a non-executive director of MCB Ltd since 2013. He is currently Chairperson of the Conduct Review Committee, whilst being a member of the Audit Committee and of the Nomination and Remuneration Committee.

Directorship in listed companies: - The Mauritius Commercial Bank Limited

LEADERS LEADERS

Eric Espitalier-NoëlChief Executive Officer- ENL Commercial

Eric Espitalier-Noël holds a Bachelor of Social Science and an MBA. He sits as Executive Director on the Board of the Company.

Olivier LagesseChief Operating Officer - ENL Commercial

Degree in IT & Social Sciences - Montpellier University – FrancePrevious experience with TSI - Portfolio Investment ManagersJoined ENL in 1996

SENIORMANAGERS

MANAGEMENT OF SUBSIDIARIES Hubert KoenigAdministrative Manager – Pack Plastics Limited, Charabia & L’Epongerie LimitéeMaster of Business Administration (2015), IAE Panthéon-Sorbonne & Paris DauphinePrevious experience at Plastinax Austral Limited, Island Fertilizers LtdJoined ENL in 2007

Cedric DeweerGeneral Manager – Nabridas LtdBTS Action Commerciale and ESICAD – Montpellier - FrancePrevious experience with Rey & Lenferna Joined Nabridas in April 2013

Antoine Marrier d’UnienvilleGeneral Manager - Axess LimitedBSocSci Economics from UCTDegree from Science Po (Paris)Executive Director of ENL Commercial Limited

Denis GalletGeneral Manager - Grewals (Mauritius) Limited BCOM - University of Natal - Durban - South AfricaPrevious experience with Associated Brokers, Cirné Group Joined Grewals in 2002

Mathieu LionnetManager - Box Manufacturing Company LimitedLicence Professionnelle Management de la Relation Client Europe – Institut Universitaire de Technologie de NantesDUT (Gestion des Entreprises et Administrations) – Option Petites et Moyennes Organisations – Institut Universitaire de Technologie de NantesPrevious experience with Plaisance Catering Ltd and Cameleon GroupJoined Box Manufacturing in February 2013

Nicholas ParkGeneral Manager -Plastinax Austral LimitedDESS in International Commerce - IAE Lyon – FrancePrevious experience with Rogers LogisticsJoined Plastinax in 2008

Ludovic DesvauxManager - Rennel Limited (FedEx) Member of the Institute of Chartered Accountants of Australia and New ZealandPrevious experience as public practitioner in AustraliaJoined ENL in 2013

MANAGEMENT OF ASSOCIATEsSophie de Chalain-PelletierManaging Director -Docufile (Mauritius) LtdPrevious experience as Director of Nonstop Ltd (Debt Management) Joined Docufile in June 2003

Teddy DacruzGeneral Manager – Superdist LimitedDiplôme Universitaire de Technologie en Gestion des Entreprises (France)Previous experience with Atalian Global Services GroupJoined Superdist Limited in April 2012

Benoit HardyGeneral Manager – Cogir LimitéeBSc (Hons) Civil EngineeringPrevious experience with Flagstone LtdFirst Joined Cogir in August 1998 till January 2007.Rejoined Cogir in May 2010

Pierre-Yves HarelManaging Director - FRCI LimitedDUT in management and administration, DECS Accounting - Aix en Provence - FrancePrevious experience : GIS - Albatross – RogersJoined FRCI in 1993


CORPORATE GOVERNANCE REPORT

The Directors have pleasure in submitting to shareholders their report on corporate governance.

This report describes the main corporate governance framework and compliance of the Company with the disclosures required under the Code of Corporate Governance for Mauritius (‘The Code’). Reasons for non-compliance are provided in the Corporate Governance Report, where applicable.

1. SHAREHOLDERS

(i) Holding Structure

> ENL Commercial forms part of the ENL group and the holding structure through which control of the Company is exercised is shown below.

> The ultimate holding company of ENL Commercial is L’Accord Limited, a limited-liability public company incorporated in Mauritius.

> The ultimate control of the Company remains with Société Caredas, a société civile.

> The Company’s holding structure as at 30 June 2016 was as follows:

(The % disclosed relates to voting rights)

Société Caredas

L’Accord Limited

La Sablonnière Limited

ENL Limited

ENL COMMERCIAL LIMITED

59.6%

77.8%

71.8%

61.3%*

*Effective holding

(ii) Common Directors

For the year ended 30 June 2016, the common directors within the Company’s holding structure were as follows:

L’Accord Limited La Sablonnière Limited ENL Limited

Edouard Espitalier-Noël

Eric Espitalier-Noël

Gilbert Espitalier-Noël

Hector Espitalier-Noël

Roger Espitalier Noël (appointed on 28 April 2016)

(iii) Substantial Shareholders

As at 30 June 2016, the shareholders holding more than 5% of the issued share capital of the Company were as follows:

%

ENL Limited 51.7

ENL Finance Limited 9.6

(iv) Shareholders’ Relations and Communication

> The Board of Directors places great importance on open and transparent communication with its shareholders.

> The Company communicates to its shareholders through its Annual Report, circulars issued in compliance with the Listing Rules of the Stock of Exchange of Mauritius Limited, press announcements, publication of unaudited quarterly and audited abridged financial statements of the Company, dividend declaration and the Annual Meeting of shareholders.

> The website (www.enl.mu/investors/enl-commercial), which includes an investors’ corner, provides timely information to stakeholders. Interim, audited financial statements, press releases and so forth are readily accessible there from.

> Analysts meetings are also organised after the publication of audited abridged financial statements and analysts are invited to interact with management.

> In compliance with the Companies Act 2001, shareholders are invited to the Annual Meeting of ENL Commercial at which the Board of Directors is also present. The Company’s Annual Meeting provides an opportunity to shareholders to raise and discuss matters relating to the Company with the Board.

CORPORATE GOVERNANCE REPORT CORPORATE GOVERNANCE REPORT

http://www.enl.mu/investors/enl-commercial


(v) Dividend Policy

> The Company has no formal dividend policy.

> Payment of dividends is subject to the profitability of the Company, cash flow, working capital and capital-expenditure requirements.

> The following graphs outline the interim and final dividends paid by the Company over the last five financial years:

(vi) Shareholders’ Calendar

September 2016 Publication of abridged audited financial statements for year ended 30 June 2016

November 2016

Issue of Annual Report 2016

Declaration of Interim Dividend

Publication of 1st Quarter results to 30 September 2016

December 2016 Annual Meeting of Shareholders

February 2016 Publication of half-year results to 31 December 2016

May 2017Publication of 3rd Quarter results to 31 March 2017

Declaration of Final Dividend

2015 201620132012 2014

26,2

55

35,0

07

46,6

76

46,6

76

13,1

28

Total Dividend Value (Rs’000)

2015 201620132012 2014

0.90

1.20

1.60

1.60

0.45

Dividend Per Share (Rs) (vii) Stock Market Information

> The Company’s shares are listed on the Official List of the Stock Exchange of Mauritius Limited.

> Accordingly, the Company is governed by the Listing Rules of the Stock Exchange of Mauritius Limited.

> Hereunder is the graphical representation of the price movement of the Company’s shares from 1 July 2015 to 1 July 2016.

Share Price Movement

Semdex ENL Commercial

Oct15

Sep15

Nov15

Dec15

Feb16

Jan16

Apr16

Mar16

Jun16

May16

Jul16

Jul15

Aug15

50

60

70

80

90

100




(viii) Share Ownership

Distribution of Shareholders at 30 June 2016

Range of shareholding Shareholder Count Quantity shares owned % Shares owned

1-500 600 113,463 0.39

501-1,000 273 221,234 0.76

1,001-5,000 470 1,242,910 4.26

5,001-10,000 127 928,693 3.18

10,001-50,000 132 2,789,444 9.56

50,001-100,000 16 1,285,303 4.41

100,001-250,000 9 1,184,728 4.06

250,001-500,000 3 1,105,258 3.79

Over 500,000 5 20,301,467 69.59

Total 1,635 29,172,500 100.00

N.B The above number of shareholders is indicative, due to consolidation of multi portfolios for reporting purposes. The total number of active shareholders as at 30 June 2016 was 1,646.

Spread of Shareholders

To the best knowledge of the directors, the spread of shareholders at 30 June 2016 was as follows:

No of Shareholders Shares held %

Individuals 1,457 6,553,757 22.47

Insurance & Assurance Cos 12 1,081,742 3.71

Pension & Provident Funds 17 1,487,338 5.10

Investment & Trust Cos 18 15,779,557 54.09

Other Corporate Bodies 131 4,270,106 14.64

Total 1,635 29,172,500 100.00

2. BOARD OF DIRECTORS

> At 30 June 2016, the Board of Directors of ENL Commercial consisted of eight Directors. As per the Company’s constitution, the Board shall consist of not less than five and not more than nine Directors. The Board of Directors remains the Company’s supreme governing body and has full power over the affairs of the Company.

> The Directors are aware that The Code recommends that each director should be elected (or re-elected as the case may be) every year at the Annual Meeting of shareholders. However, at each Annual Meeting of the Company, one Director, who has been longest in office since his appointment or last re-appointment, retires by rotation and is eligible for re-appointment, in compliance with the provisions of the Company’s constitution.

> Newly appointed Directors also go through a full induction process in order to become familiar with the Group’s operations, business environment and senior management. During the year under review, Messrs Simon-Pierre Rey and Roger Espitalier Noël have been appointed as additional Directors on the Board of ENL Commercial.

> During the discharge of their duties, the Directors are entitled to seek independent professional advice at the Company’s expense and have access to the records of the Company.

> In compliance with The Code, the role and function of the CEO is separate from that of the Chairman.

> ENL Commercial’s Board is led by Mr Gerard Garrioch, Chairman, who provides an overall leadership to the Board while Mr Eric Espitalier-Noël, CEO and Executive Director, is responsible for the management of the day to day affairs of the Group.

> The Chairman and the CEO meet regularly to discuss issues and opportunities.

> The Chief Financial Officer attends all board meetings and assists the CEO in his reporting at meetings.

> During the year under review, the deliberations by the Board of Directors included the following:

o Approval of Annual Report for the year ended 30 June 2015;

o Preparation of the Annual Meeting of the Company held in December 2015;

o Approval of Financial results:

- Abridged audited financial statements for the year ended 30 June 2015 for publication purposes;

- The unaudited quarterly consolidated results of the Company for publication purposes.

o Receiving the reports and recommendations of the Audit and Risk Management Committee (‘ARMC’) and Corporate Governance Committee (‘CGC’);

o Reviewing the performance of the Group against budgets and assessing the group structure regularly;

o Declaration of dividends for the year ended 30 June 2016;

o Adoption of the ENL Code of Ethics and approval of the Anti-Fraud Policy, Internal Control Policy and Framework, ICT Governance Framework as well as Group authority matrix.

o Recommendation for the adoption of a new constitution for ENL Commercial.

o Appointment of Messrs Simon-Pierre Rey and Roger Espitalier Noël as additional Directors of ENL Commercial.

o Reconfirmation of the Terms of Reference of the ARMC.

o Review the composition of the ARMC.




(i) Directors’ Profile

Please refer to pages 52 to 54 for Directors’ profile.

(ii) Directors’ Interests

> Directors inform the Company as soon as they become aware that they are interested in a transaction. The Company Secretary keeps a register of Directors’ interests and ensures that the latter is updated regularly.

> All new Directors are required to notify in writing to the Company Secretary their direct and indirect interests in ENL Commercial.

> The Directors’ interests in the shares of the Company as at 30 June 2016 were as follows:

DIRECT INDIRECT

No. of Ordinary Shares

% No. of Ordinary Shares

%

Antoine Marrier D’Unienville - - - -

Edouard Espitalier Noël 6,387 0.022 61,554 0.211

Eric Espitalier-Noël 259,728 0.890 1,603,612 5.497

Gilbert Espitalier-Noël - - 1,599,236 5.482

Hector Espitalier-Noël 427,351 1.465 1,735,472 5.949

Roger Espitalier Noël (appointed on 28 April 2016) 91 0.0003 252,926 0.867

Gérard Garrioch - - 160,157 0.549

Simon-Pierre Rey (appointed on 28 April 2016) - - - -

Louis Rivalland (resigned on 31 December 2015) - - 252,926 0.867

(iii) Dealings in Shares by Directors

> The Board abides to the principles of the Model Code for Securities Transactions by Directors of Listed Companies as detailed in Appendix 6 of the Listing Rules issued by the Stock Exchange of Mauritius Limited and the Companies Act 2001.

> The Company Secretary keeps the Directors apprised of closed periods and of their responsibilities in respect to the above code.

> During the financial year under review, none of the Directors have traded in the shares of the ENL Commercial except for the following:

No. of Ordinary Shares

Acquired Disposed

Hector Espitalier-Noël - 221,386

(iv) Board Appraisal

> The Board of Directors has earlier resolved that Board appraisals shall be conducted every two years by the Company, the last one having been carried out in May/June 2016.

> This time frame enables ENL Commercial to ensure on going improvements in governance matters.

> This year’s approach to enhance governance effectiveness, aimed at focusing on specific areas of improvement namely Board Structure, Performance Evaluation and Strategic Foresight.

> The objective was to enable Directors to drill into specific issues and devise action plans to address particular areas of improvement.

> Interviews were conducted with each Director by the Chairman and/or the Company Secretary.

> Effort was laid on the collection of qualitative data from the Directors.

> The findings of the Board appraisal conducted in May/June 2016 have been tabled to the Corporate Governance Committee and Board of Directors.

> An action plan has been devised and initiatives are being taken to revisit the strategic planning exercise and reporting of ENL Commercial Group.

(v) Board Charter

The Board is of the view that the responsibilities of the Directors should not be confined in a board charter and has consequently resolved not to adopt a charter.

(vi) Board Committees

(a) Corporate Governance Committee

> The Corporate Governance Committee (CGC) of ENL Commercial consists of four members and in compliance with The Code is chaired by an independent Non-Executive Director as detailed below.

Director Category

Gérard Garrioch (Chairman) Independent Non-Executive Director, Chairman

Edouard Espitalier-Noël Non-Executive Director

Hector Espitalier-Noël Non -Executive Director

Eric Espitalier-Noël Executive Director

> The quorum for decisions by the CGC is two members, at least one of which must be a Non-Executive Director.

> The Company Secretary acts as Secretary of the Committee.




> As per its Terms of Reference, the CGC’s main attributions are as follows:

In its capacity as Corporate Governance Committee:

In its capacity as Remuneration Committee:

In its capacity as Nomination Committee:

o Determine the Company’s general policy on corporate governance.

o Advise the Board on all aspects of corporate governance.

o Ensure that the Company and the Group comply with all regulations pertaining to corporate governance.

o Prepare the corporate governance report to be published in the Company’s annual report.

o Review the results of the Board performance evaluation process.

o Determine a general policy on executive and senior management remuneration.

o Determine the level of Non-Executive and Independent Non-Executive Directors’ fees, including remuneration for specific assignments and recommend same to the Board.

o Determine remuneration packages for Executive Directors of the Company and recommend same to the Board.

o Make recommendations to the Board on the appointment of new Executive, Non-Executive Directors and senior managers.

o Make recommendations on the composition of the Board(s) in general and the balance between Executive and Non-Executive Directors appointed to the Board.

o Ensure that the right balance of skills, expertise and independence is maintained.

o Ascertain whether potential new directors are fit and proper and are not disqualified from being directors prior to proposed appointment.

o Ensure that new directors are appropriately guided in their duties and responsibilities.

o Review the independence of the independent members of the Board(s).

Reporting Responsibilitieso The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all

matters within its duties and responsibilities.

o The Committee shall make whatever recommendation to the Board it deems appropriate on any area within its remit where action or improvement is needed.

> The details of attendance to the meetings of the CGC are disclosed on page 68 of the Annual Report.

> During the year under review, the CGC has:

o Reviewed and approved the Corporate Governance Report for the year ended 30 June 2015;

o Recommended the re-election of Mr Eric Espitalier-Noël, by rotation, in compliance with Section 24.5 of the Company’s constitution;

o Recommended to the Board of Directors, the ENL Code of Ethics, Anti-Fraud Policy, Internal Control Policy and Framework as well as ICT Governance Framework for ENL Commercial Group.

o Reviewed the Terms of Reference of the CGC.

o Reviewed the findings of the Board appraisal 2016 and devised an action plan.

(b) Audit and Risk Management Committee

> The Audit and Risk Management Committee (ARMC) is the cornerstone of the Company’s system of internal controls and risk management. The Board has delegated its powers on internal control and risk management to the ARMC which reviews the risk philosophy, strategy and policies of the Group.

> The ARMC of ENL Commercial consists of three members and in compliance with The Code is chaired by an independent Non-Executive Director as detailed below.

Directors Category

Simon-Pierre Rey (Chairman) Independent Non-Executive Director, Chairman

Roger Espitalier Noël Non-Executive Director

Edouard Espitalier-Noël Non-Executive Director

> There have been the following changes in the composition of the ARMC during the year under review:

o Messrs Simon-Pierre Rey and Roger Espitalier Noël have been appointed in April 2016. Mr Simon-Pierre Rey now chairs the ARMC.

o Messrs Gilbert Espitalier-Noël and Louis Rivalland (previously Chairman of ARMC) have resigned in October and December 2015 respectively.

> The quorum for decisions by the ARMC is two members.

> The Company Secretary acts as Secretary of the Committee.

> The Head of the Internal Audit function has ready and regular access to the Chairperson and other members of the ARMC.




> The terms of reference of the ARMC are reviewed on an annual basis. The main duties of the ARMC, as per its Terms of Reference, are as follows:

Auditors and external audit Financial Reporting, Reporting and Accountability

o Make recommendations to the Board for the appointment, re-appointment and removal of the Company’s external auditor;

o Evaluate the independence and effectiveness of the external auditor, determine its remuneration and terms of engagement;

o Discuss and review, with the external auditor the engagement letter, audit plan, terms, nature and scope of the audit function, procedure and engagement and audit fee;

o Meet with the external auditors at least once a year without the presence of senior management.

o Review significant accounting and reporting issues and their impact on the financial statements;

o Review the annual financial statements, and assess whether they reflect appropriate accounting principles;

o Meet with management and the external auditors to review the financial statements and the results of the audit;

o Account to the Board for its activities and make recommendations concerning the adoption of the annual and interim financial statements and any area within its remit where action or improvement is needed.

Internal control and internal audit Risk Management

o Review the internal audit function’s compliance with its mandate as approved by the Audit and Risk Management Committee;

o Review the effectiveness of the Company’s systems of internal control, including internal financial control and business risk management and maintaining effective internal control systems;

o Review and approve the internal audit charter, internal audit plans and internal audit’s conclusions with regard to internal control and risk management;

o Review the adequacy of corrective action taken in response to significant internal audit findings;

o Meet the Head of Internal Audit at least once a year, without management being present, to discuss their remit and any issues arising from the internal audits carried out.

o Review and assess the integrity of the risk control systems and ensure that the risk policies and strategies are effectively managed;

o Outline the scope of risk management work;

o Review executive management reports detailing the adequacy and overall effectiveness of the Company’s risk management function and its implementation by management;

o Review risk identification and measurement methodologies.

Ethics, Health, Safety and Environment Compliance, whistleblowing and fraud

o Review statements on ethical standards or requirements for the Company and assisting in developing such standards and requirements;

o Give recommendations on any potential conflict of interest or questionable situations of a material nature.

o Review the development and implementation of health, safety and environmental practices to comply with existing legislative and regulatory frameworks.

o Review the Company’s procedures for detecting fraud;

o Review the Company’s systems and controls for the prevention of bribery and receive reports on non-compliance.

> The details of attendance to the meetings of the ARMC are disclosed on page 68 of the Annual Report.

> During the year under review, the ARMC has:

o Reviewed and recommended to the Board the approval of:

- The audited financial statements for the year ended 30 June 2015;

- The publication of the audited abridged financial statements for the year ended 30 June 2015;

- The unaudited quarterly consolidated results of the Company for publication purposes.

- Recommended to the Board of Directors, the ENL Code of Ethics, Anti-Fraud Policy, Internal Control Policy and Framework, ICT Governance Framework as well as authority matrix for ENL Commercial Group.

- The Terms of Reference of the ARMC.

o In respect of BDO & Co, the external auditors:

- Recommended the re-appointment of BDO & Co. as auditors for the year ending 30 June 2016;

- Reviewed the management letter issued by BDO & Co. for the year ended 30 June 2015;

o In respect of the Internal Audit function:

- In collaboration with the Internal Audit function, refined the processes for the conduct of Internal Audit assignments;

- Examined reports issued by the Internal Audit function following assignments conducted in accordance with the internal audit plan and proposed corrective action plans relating to subsidiaries;

- Monitored the implementation of action plans by subsidiaries.

- Reviewed and approved the new organisational structure of the Internal Audit function.

- Reviewed and approved the Internal Audit plan for the years ended 30 June 2016 and 2017.

o Reviewed the effectiveness of the internal control and risk management systems.

The ARMC confirms that it has fulfilled its responsibilities for the year in compliance with its terms of reference.




(vii) Attendance at Board & Committee Meetings

The attendance of the Directors at the Board and Committee meetings of the Company was as follows:

Board Audit & Risk Management Committee

Corporate Governance Committee

No. of Meetings held 4 6 2

Category Directors Attendance

ExecutiveAntoine Marrier D’Unienville 3

Eric Espitalier-Noël 4 2

Non-Executive

Edouard Espitalier-Noël 3 5 1

Gilbert Espitalier-Noël 2 1

Hector Espitalier-Noël 3 1 2

Roger Espitalier Noël(appointed on 28 April 2016)

1 2

Independent Non-Executive

Gérard Garrioch 3 2

Simon-Pierre Rey(appointed on 28 April 2016)

1 2

Louis Rivalland(resigned on 31 December 2015)

- 3

(viii) Remuneration of Directors

> The Company’s constitution confers upon the Board the power to fix directors’ emoluments.

> The underlying philosophy is to set remuneration at appropriate level to attract, retain and motivate high calibre personnel and reward in alignment with their individual as well as joint contribution towards the achievement of the Company’s objective and performance, whilst taking into account the current market conditions and Company’s financial position. The Directors are remunerated for their knowledge, experience and insight given to the Board and Committees.

> Any Director who is in full time employment of ENL Commercial does not receive any additional remuneration for sitting on the Board of Directors.

> Any remuneration perceived by an employee of ENL Commercial Group in respect of his sitting on the Board of Directors of any company is deducted from his yearly remuneration.

> There is no executive director approaching retirement.

> The table hereunder lays out the present fee structure, as decided by the Board, following recommendations of the Corporate Governance Committee, for the chairpersons and members of the Board and of its Committees.

> Each Director’s yearly entitlement consists of a yearly fixed fee and a yearly attendance fee, as detailed below:

Category of Member Yearly Fixed Fee Yearly Attendance Fee

Company Chairman Rs 90,000 Rs 20,000 per meeting (Maximum Rs 100,000 per year)

Board member Rs 45,000 Rs 10,000 per meeting (Maximum Rs 50,000 per year)

Committee Chairman Rs 60,000 Rs 15,000 per meeting (Maximum Rs 60,000 per year)

Committee member Rs 30,000 Rs 7,500 per meeting (Maximum Rs 30,000 per year)

> For the year under review, the actual remuneration and benefits perceived by the Directors are as per below:

Directors Remuneration from the Company (Rs)

Remuneration from subsidiaries (Rs)

Antoine Marrier D’Unienville 75,000 6,903,004

Edouard Espitalier-Noël 172,500 -

Eric Espitalier-Noël 10,533,320 -

Gilbert Espitalier-Noël 87,500 -

Hector Espitalier-Noël 135,000 -

Roger Espitalier Noël (appointed on 28 April 2016) 37,500 -

Gérard Garrioch 240,000 -

Simon-Pierre Rey (appointed on 28 April 2016) 57,500 -

Louis Rivalland (resigned on 31 December 2015) 97,500 -

3. PROFILE OF THE SENIOR MANAGEMENT TEAM

The profile of the Senior Management Team of ENL Commercial is disclosed on page 55 of the Annual Report.

4. REGISTERED OFFICE

The registered office of ENL Commercial is situated at ENL House, Vivéa Business Park, Moka.




5. RELATED PARTY TRANSACTIONS

> Note 32 of the financial statements for the year ended 30 June 2016 set out on page 140 of the Annual Report 2016 details all the related party transactions between the Company or any of its subsidiaries or associates and a director, chief executive, controlling shareholder or companies owned or controlled by a director, chief executive or controlling shareholder.

> Shareholders are apprised of related party transactions through the issue of circulars and press releases by the Company in compliance with the Listing Rules of the Stock Exchange of Mauritius Limited.

6. MATERIAL CLAUSES OF THE COMPANY’S CONSTITUTION

In December 2015, the shareholders have approved some amendments to the constitution of ENL Commercial. The material clauses of the ENL Commercial’s constitution are as follows:

> Fully paid up shares are freely transferable;

> The Company may acquire and hold its own shares;

> A special meeting of shareholders may be called by the Board and shall be so called on the written request of shareholders holding shares carrying together not less than five percent (5%) of the voting rights entitled to be exercised on the issue;

> Proceedings of shareholders’ meetings are governed by the fifth schedule of the Companies Act 2001;

> A director is not required to hold shares in the Company;

> A quorum for a meeting of the Board is three directors.

7. SHAREHOLDERS’ AGREEMENT AFFECTING THE GOVERNANCE OF THE COMPANY BY THE BOARD

The Directors confirm that, to the best of their knowledge, they are not aware of the existence of any such agreement during the year under review.

8. CONTRACTS BETWEEN THE COMPANY AND ITS SUBSTANTIAL SHAREHOLDER

> The Company has a contractual agreement with ENL Limited, its holding company, for the provision of corporate services namely strategic planning, general management of the financial affairs, human resource, information & communication technology, legal and secretarial, internal audit, communication and business process reengineering services.

> The Corporate Services fees payable to ENL Limited amount to Rs 7M (exclusive of Value Added Tax) for the financial year ended 30 June 2016.

9. THIRD PARTY MANAGEMENT AGREEMENTS

The Company has a management contract with Superdist Limited for the provision of management services and is remunerated at a fixed monthly fee of Rs 90,000 (exclusive of Value Added Tax).

10. INTERNAL CONTROL

The Board is responsible for the system of internal control and risk management of the Company and its subsidiaries. The Board is committed to continuously maintain adequate internal control procedures with a view to safeguard the assets of the Group. Areas with high residual risks are continuously assessed and reviewed with the assistance of the internal audit department.

The Board has instructed Management to continuously implement and maintain adequate and effective internal controls and also ensure that the processes and systems used are operating satisfactorily. The Board derives assurance that the internal control systems are effective through the Management of each subsidiary who is appraised regularly in respect of performance and operations and also through the Internal Audit function in accordance with their internal audit plan.

Over the financial years ended 30 June 2015 and 2016, the Boards of ENL Commercial and its subsidiaries had also adopted ENL’s ‘Internal Control Policy and Framework’. The Policy stresses on the importance of the following:

> Responsibility of entities of the Group to ensure adequacy and regular monitoring of the internal control system within their business operations.

> How Internal Control is operated at all levels of the Group and is embedded in its daily activities.

> The independent assessment of the internal control environment by the Internal Audit Department of ENL, as the Third Line of Defence which ultimately reports to the Audit and Risk Management Committee of ENL Commercial.

“The importance of internal controls and having a sound internal control environment is a prerequisite to support businesses performance. Though it is recognised that an internal control system has no silver bullets, the Group aims at embedding adequate and effective internal controls within business operations”

SIMON-PIERRE REYChairman of Audit and Risk Management Committee




In the design of the internal control system, entities are encouraged to have the ‘right balance of internal controls’, i.e., neither too little nor too much as it may impact the business in terms of costs, growth and safeguarding of the business. This is well summarised in the diagram below which highlights that an optimal level of internal controls is key to ensure that organisations thrive and generate value.

Too little• Unknown “leakages” in systems• Poor discipline• Erratic performance

Too much• Overspending on controls• Bureaucratic culture• Predictable performance

Optimal• Disciplined culture• High degree of control consciousness• Enhanced performance

Source: Smart Control: Transforming controls to reduce cost, enable growth and keep the business safe, EY, 2013.

“The Audit and Risk Management Committee

taps on the Internal Audit Department which

brings to table value-added information to

assist the committee in delivering its duty.”

11. INTERNAL AUDIT

ENL Limited (ENL) provides internal audit services to ENL Commercial Limited and its subsidiaries (referred to as ‘the Group’ or ‘ENL Commercial’), in accordance with the terms of a management contract that binds the entities. ENL’s internal audit department is adequately staffed with qualified auditors and certified internal auditor. ENL’s Head of Internal Audit functionally reports to the Company’s Audit and Risk Management Committee (ARMC) on all internal audit issues of the Company and of the Group.

The internal audit department operates in line with the Internal Audit Charter and provides independent assurance to the ARMC as to the adequacy and effectiveness of governance, risk management and compliance processes. It has unrestricted access to review all activities and transactions undertaken within the Group and to appraise and report thereon. To protect and enhance organisational value, the internal audit department applies a risk-based methodology for auditing and compliance with policies and procedures being reviewed in areas of significant inherent risks.

SIMON-PIERRE REYChairman of Audit and Risk

Management Committee


The key drivers that guide the Internal Audit department of ENL in delivering effective results are:

Monitoring& Compliance

DriveEf�ciency &Performance

ValueCreation

INTERNALAUDIT

Internal audit activities are carried out in line with the internal audit plan, as approved by the ARMC, prior to the start of each financial year. ENL’s Head of Internal Audit is invited to all meetings of the ARMC and is entitled to convene a special meeting of the Committee in order to deal with any matter which he considers to be urgent. A follow-up mechanism which facilitates the monitoring of progress and the audit management system are continuously updated to international standards.

The internal audit department works closely with the external auditors for sharing of internal audit findings. It also coordinates activities, as regards to governance, risk and compliance, with other internal functions within the organisation and business partners to optimise the level of service to the Group.

During the year ended 30 June 2016, the main tasks carried out by the internal audit department for ENL Commercial were as follows:

> Conducting assurance reviews in accordance with the Internal Audit Plan. The key areas reviewed at entities of ENL Commercial focused on periodic review of inventory and accounts receivable management for one of the main subsidiaries. Audit review was also conducted on procurement-to-payment processes and over key business processes for other entities;

> The outcome of the internal audit engagement entailed in Management being apprised of salient audit observations and action plans during closing meetings held with Operational and Senior Management. Such forums are intended to validate and prioritise on the importance of management action plans for addressing internal control deficiencies or improvements. The internal audit reports are subsequently reported to Senior Management of ENL Commercial and ARMC;

> Conducting detailed follow-up of action plans of previous internal audit reports, to appraise their implementation status, which are reported to the Senior Management and ARMC for monitoring;

> Collaborating with external auditors and sharing of audit issues;

> Attending to special reviews and assignments made at the request of management and the ARMC, as and when required; and

> Preparing the Internal Audit plan for year ending 30 June 2017 for approval by the ARMC.



Building on the Initiatives of the Internal Audit Department

To build up on last year’s Internal Audit survey, the Internal Audit department has set up two distinct functions (i) an Assurance function and (ii) a Governance, Risk and Compliance (GRC) function. Whereas the GRC function operates autonomously, yet for practical reasons, the Head of Internal Audit still leads both functions. These two functions worked closely during year ended 30 June 2016 which enabled the Internal Audit Department to gain a better understanding of business realities and also to bring higher value addition to clients.

The Internal Audit department is aligned to achieve its targeted role of being a trusted advisor to the stakeholders of the organisation while fulfilling its role of being the third line of defence. The journey to reach and build up on its value added function to the business can be summarised in the diagram below. The Internal Audit department presently positions itself in the mid of ‘Problem Solver’ and ‘Insight generator’.

Internal Audit ‘Journey to capture unrealised value’

Source: PwC’s, Higher performance by design: A blueprint for change

Internal Audit (Assurance) Methodology:

The visual diagram, as illustrated further, provides a snapshot of the improved internal audit (assurance) methodology in the planning, performance and delivery of engagements. The following activities are included:

(i) ‘Planning and Scoping’ of engagements whereby the internal audit plan is prepared, in light of significant risk areas of the business, and approved by the ARMC prior to start of each financial year.

(ii) Conducting ‘Assurance assignment’ whereby business activities and processes are understood, risks and controls evaluated, audit tests carried out and observations and action plans formulated.

(iii) ‘Reporting of findings’, i.e., the last stage of the audit lifecycle whereby observations and action plans are reported to Operational Management, Senior Management and ARMC. Action plans, as agreed with Operational Management, are monitored via the follow-up mechanism to ascertain that risk areas are mitigated.

AssuranceAdvisory

INTERNAL AUDITASSIGNMENT

PLANNINGAND SCOPING

Internal Audit (Assurance) Methodology

Value CreationMonitoring and ComplianceEf�ciency and Performance

OUR DRIVERS

qualityreview &assurance

OUR SERVICES

REPORTINGOF FINDINGS

Reporting Follow-up ofAction Plans

Building & Process understanding

Evaluate Risks & Controls

Observations & Action Plans

AuditTests

Risk Assessment

InternalAudit plan

ARMCApproval

Quality review and assurance, of the work and report submitted by the internal audit (Assurance) team, is pervasive throughout each stage of the audit lifecycle to ensure that audit objectives have been fulfilled.




Follow up over Key Initiatives on Governance and related matters

As at 30 June 2015, initiatives were identified by the Group. The following table summarises the achievements made during year ended 30 June 2016 with regards to these initiatives.

Code of EthicsThe Code of Ethics (referred to as the ‘Code’) sets out ENL’s stance with regard to ethics, i.e., ‘Doing the right thing even when no one is looking’.

The Code puts forward 10 Principles of the Group which are underpinned by the 5 core values of ENL: Humane, Solid, Successful, Dynamic and Responsible.

ACHIEVEMENTSThe Code was deployed across ENL Commercial and its subsidiaries. Roadshows were organised, with the support of the Group HR function, in view of raising awareness of company officials on ethical principles. Company officials received a copy of the Code and confirmed their adherence to the Code.

IT GOVERNANCEThe Group’s IT Governance Framework based on a set of Policies and Procedures defined for the group will enable each company to align its IT Strategy to its business strate-gy using a Maturity Model.

ACHIEVEMENTSThe Head of ICT facilitated the assessment of the maturity level and the GAP analysis for the group’s entities. The Head of ICT is presently working with each entity to define an action plan to bridge the GAP.

ANTI-FRAUD POLICYACHIEVEMENTSThe Policies were deployed across ENL Commercial and its subsidiaries.

Roadshows were organised, with the support of the Gov-ernance, Risk and Compliance function (GRC), to raise awareness of company officials with regards to

> Fraud, its prevention and detection.

> Internal control as a Management Tool to ensure that objectives set are met whilst minimising risks.

The Anti-Fraud Policy puts forward ENL’s statement with regard to Fraud, i.e., ‘ENL has a zero-tolerance policy to Fraud’.

The Policy also highlights the importance of fraud prevention and detection and introduces an ‘Ethics and Fraud Hotline’ mechanism accessible to all employees, Managers, Directors and external parties.

INTERNAL CONTROL POLICYThe Internal Control Policy & Framework stresses on the importance of entities of the Group to develop their set of policies and procedures to enhance the internal control environment.

12. RISK MANAGEMENT

The activities of the risk management processes of ENL Commercial are explained on pages 23 to 41 of the Annual Report.

13. SHARE OPTION PLANS

ENL Commercial has no share option plans.

14. CODE OF ETHICS

A new Code of Ethics which sets out the specific ENL’s stance with regard to ethics has been adopted by the Board of ENL Commercial in September 2015.

The Code is underpinned by ENL’s Values and thus, puts forward 10 Principles which reflect ethical behaviours and attitudes expected from ENL employees and governing bodies of ENL. The principles and rules formulated in the Code do not replace local legislation in the countries where ENL operates. The Code also provides an ethics enabling mechanism in event of ethical breaches.

ENL Commercial is committed to the highest standards of integrity and ethical conduct in dealing with all its stakeholders.

During the year ended 30 June 2016, the Group with the support of the HR functions of the ENL Group, successfully deployed and facilitated the dissemination of the Code of Ethics amongst ENL employees and governing bodies. Employees and Directors have confirmed their adherence to the Code of Ethics.


“We are committed; through this Code of ethics, to further strengthen our governance structure as we strongly believe that a company who adopts sound management principles will be in a better position to grow its wealth in the long-run and to transmit its values to further generations.”

HECTOR ESPITALIER-NOËLGroup CEO – ENL Limited



15. SAFETY AND HEALTH

> The Group’s businesses are committed to ensuring and maintaining the highest standards of safety and health for our employees and other people concerned with the Group’s activities.

> The safety and health of our employees is important for the smooth running and cost-effectiveness of the business. The co-operation of all concerned in identifying hazards and controlling risks is thus of paramount importance.

> To meet these commitments, the Company and its subsidiaries:

o comply with The Occupational Safety and Health Act No 28 of 2005 and other related legislative and regulatory frameworks.

o provide its employees with sufficient information, instruction, training, and supervision to enable them to carry out their functions and responsibilities in a safe and efficient manner.

o encourage employees to enter into open dialogue with management relating to any issue of concern on matters of safety and health.

o consult Safety and Health representatives during Safety and Health committees and audits.

o wherever applicable, subsidiaries have employed Health and Safety officers and/or established Health and Safety Committees to ensure that the legal framework is complied with and contribute to the well-being of their employees.

> Last year, 48 employees of ENL Commercial Group were trained in First Aid.

16. COMPANY SECRETARY

> ENL Limited provides corporate secretarial services to ENL Commercial in accordance with the terms of a corporate services agreement binding the two companies.

> All Directors have access to the advice and services of the Company Secretary delegated by ENL Limited.

> The Company Secretary is responsible to the Board for ensuring proper administration of Board proceedings. The Company Secretary also provides guidance to Directors on matters of company law and with regard to their responsibilities in the statutory environment in which the Company operates.

17. HUMAN CAPITAL

Please refer to pages 42 to 45 of the Annual Report.

18. AUDITOR’S FEES

The fees paid to the auditors for audit and other services are disclosed on page 83 of the Annual Report.

19. DONATIONS

The aggregate amounts of political and other donations made during the year under review are disclosed on page 83 of the Annual Report.

20. BUILDING SOCIAL CAPITAL

ENL Commercial invested Rs 2 million to enhance the sustainability of local communities in regions hosting its operations, namely Pailles, Moka/Saint-Pierre, L’Escalier and Gros Cailloux. This contribution brings ENL Group’s total investment in building social capital to Rs 10 million, which is at par with those of previous years.

Outreach programs were executed by ENL Foundation, a government-accredited not-for-profit organisation which implements the group’s strategy in terms of Corporate Social Responsibility. It promotes value creation through a participatory approach with its stakeholders.

ENL Foundation works under the guidance of its Board of Directors and in close collaboration with the National CSR Committee. Its broader mission centres on youth empowerment, the preservation of the natural environment and the promotion of Mauritian communities through targeted interventions at the grass-root level.

The ENL Foundation yearly plan of action is also shaped by legal requirements and national priorities as set out by the government. During the year, the national CSR strategy called for concerted actions to eradicate absolute poverty. ENL Foundation has been active on this front, often alongside experienced NGO partners.

In addition to initiatives taken through the Foundation, ENL Commercial has also been a keen supporter and an active participant in arts, culture and sports initiatives in line with the ENL ethos of sustainable nation building.

A full report on Social capital is set out on pages 46 to 49.

Preety Gopaul, ACISFor ENL LimitedCompany Secretary

8 September 2016




OTHER STATUTORY DISCLOSURES

(Pursuant to Section 221 of The Companies Act 2001 and Section 88 of The Securities Act 2005) 30 June 2016

Activities

The activities of the ENL Commercial Group are disclosed on pages 14 to 22 of the Annual Report 2016.

Directors

The Directors of the Company are listed on pages 52 to 54 of the Annual Report 2016.

A list of the Directors of the subsidiaries of the Company is given below:

Directors Axe

ss L

imit

ed

Bo

x M

anuf

actu

ring

Co

mp

any

Lim

ited

Cha

rab

ia L

td

Frei

ght

Lin

k Li

mit

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(For

mer

ly k

now

n as

Ren

nel L

ogis

tics

Lim

ited)

Gre

wal

s (M

auri

tius

) Lim

ited

Gre

wal

s R

od

rig

ues

Ltd

(In

pro

cess

of w

indi

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p)

L’E

po

nger

ie L

imit

ée

Nab

rid

as In

tern

atio

nal L

imit

ed

Nab

rid

as L

td

Pac

kest

ate

Lim

ited

Pac

k P

last

ics

Lim

ited

Pla

ine

des

Pap

ayes

Pro

per

ties

Li

mit

ed

Pla

stin

ax A

ustr

al L

imit

ed

Pla

stin

tco

Inte

rnat

iona

l Ltd

(In p

roce

ss o

f win

ding

up)

Ren

nel L

imit

ed

Arnaud Boullé R R

Fabrice Boullé A

Virginie Corneillet A

Cedric Deweer ü

Dominic Dupont ü

Antoine M. D’Unienville ü

Eric Espitalier-Noël ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü

Hector Espitalier-Noël ü R ü ü R ü ü

BOARD OF DIRECTORS’ STATEMENTS

Directors Axe

ss L

imit

ed

Bo

x M

anuf

actu

ring

Co

mp

any

Lim

ited

Cha

rab

ia L

td

Frei

ght

Lin

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(For

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Ren

nel L

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ited)

Gre

wal

s (M

auri

tius

) Lim

ited

Gre

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od

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(In

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cess

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ie L

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Nab

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as In

tern

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Nab

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as L

td

Pac

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ate

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Pac

k P

last

ics

Lim

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Pla

ine

des

Pap

ayes

Pro

per

ties

Li

mit

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Pla

stin

ax A

ustr

al L

imit

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Pla

stin

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Inte

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iona

l Ltd

(In p

roce

ss o

f win

ding

up)

Ren

nel L

imit

ed

Roger Espitalier Noël ü ü ü

Denis Gallet A

Benoit Hardy ü

Hubert Koenig A

Olivier Lagesse ü ü ü ü ü ü ü ü ü ü ü ü ü ü

Nicholas Park ü ü

Frederic Tyack ü

ü - In office as director A - Appointed as director R – Resigned as director

Directors’ Service Contracts

None of the Directors of the Company and of the subsidiaries have service contracts that need to be disclosed under Section 221 of the Companies Act 2001.

Directors’ Interests in Shares

(i) The interests of the Directors in the securities of ENL Commercial Limited at 30 June 2016 are found on page 62 of the Annual Report.

(ii) None of the directors of the Company has a direct interest in the equity of the subsidiaries of the Group, except for Messrs Hector Espitalier-Noël and Eric Espitalier-Noël who each hold one ordinary share in the share capital of Plastinax Austral Limited and Pack Plastics Limited, respectively.

BOARD OF DIRECTOR’S STATEMENTS BOARD OF DIRECTOR’S STATEMENTS


Senior Officers’ Interests in Shares

(i) As at 30 June 2016, none of the senior officers (excluding directors), except for those detailed below, held any direct or indirect interests in the equity of the Company:

ORDINARY SHARES

Direct Indirect

Number of shares (%) Number of shares (%)

Ludovic Desvaux de Marigny 40 0.0001 - -

(ii) None of the senior officers (excluding directors) held any direct interest in the equity of the subsidiaries of the Company.

Directors’ Remuneration and Benefits

Remuneration and benefits (including bonuses and commissions) received and receivable from the company and its subsidiaries were as follows:

Directors of ENL Commercial Limited From the Company From the Subsidiaries2016 2015 2016 2015

Rs’000 Rs’000 Rs’000 Rs’000Executive

Full-time 9,202 9,220 6,131 6,062Part-time 135 120 - -Non-Executive 692 815 - -Post employment benefits – Executive Directors 1,407 1,256 772 539

11,436 11,411 6,903 6,601

Directors of subsidiary companies who are not directors of the Company 2016 2015Rs’000 Rs’000

Executive (2016: Nil; 2015: Nil) - -Full-time Part-time

--

--

Non-executive (2016: Nil; 2015: Nil) - -Post employment benefits –Executive Directors - -

- -

Indemnities and Insurance

A Directors’ and Officers’ Liability Insurance policy has been subscribed to by the holding company. The policy provides cover for the risks arising out of the acts or omissions of the Directors and Officers of the Company. The cover does not provide insurance against fraudulent, malicious or wilful acts or omissions.

Contracts of Significance

During the year under review, there was no contract of significance to which the Company was a party and in which a director of the Company was interested, either directly o indirectly.

Shareholders

At 9 August 2016, the following shareholders are directly or indirectly interested in more than 5% of the ordinary share capital of the Company:

Interest (%)

ENL Limited 51.7

ENL Finance Limited 9.6

Donations Group Company

Donations made during the year: 2016 2015 2016 2015

Political (Rs'000) - 900 - 900Corporate Social Responsibility (Rs'000)Statutory 886 870 - - Voluntary 1,113 1,130 1,113 1,130 Number of recipients (charitable and CSR) (no.) 110 98 110 98

Auditors’ Remuneration Group Company2016 2015 2016 2015

Audit fees paid to: Rs’000 Rs’000 Rs’000 Rs’000

BDO & Co 2,788 2,806 600 590 Other firms - - - -

Fees paid for the other services provided by:BDO & Co - 40 - - Other firms - - - -




STATEMENT OF DIRECTORS’ RESPONSIBILITIES

In Respect of Financial Statements

Company law requires the Directors to prepare financial statements for each financial year, which present fairly the financial position, financial performance and cash flow of the Company. In preparing those financial statements, the Directors are required to:

> select suitable accounting policies and then apply them consistently;

> make judgments and estimates that are reasonable and prudent;

> state whether International Financial Reporting Standards have been followed and complied with;

> prepare the financial statements on a going-concern basis unless it is inappropriate to presume that the company will continue in business; and

> ensure that the Code of Corporate Governance has been adhered to and in case of non-compliance, reason has been provided accordingly.

The Directors confirm that they have complied with the above requirements in preparing the Company’s financial statements.

The external auditors are responsible for reporting on whether the financial statements are fairly presented.

The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy the financial position of the Company at any time and enable them to ensure that the financial statements comply with The Companies Act 2001. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps to prevent and detect fraud and other irregularities.

The Board is responsible for the system of internal control and risk management for the Company and its subsidiaries. The Board is committed to continuously maintain a sound system of risk management and adequate control procedures with a view to safeguarding the assets of the Group.

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

ENL Commercial Limited is serviced with internal audit services in accordance with the terms of the management contract which the Company has with ENL Limited (‘ENL’). ENL’s internal audit department also conducts regular audits at ENL Commercial Limited’s subsidiaries. ENL’s Head of Internal Audit reports independently to the Company’s Audit and Risk Management Committee on all internal audit issues.

Nothing has come to the Board’s attention, to indicate any material breakdown in the functioning of the internal controls and systems during the period under review, which could have a material impact on the business. The financial statements are prepared from the accounting records on the basis of consistent use of appropriate accounting policies supported by reasonable and prudent judgments and estimates that fairly present the state of affairs of the Group and the Company.

STATEMENT OF COMPLIANCE TO CODE(SECTION 75 (3) OF THE FINANCIAL REPORTING ACT)

Name of Public Interest Entity (‘PIE’): ENL Commercial Limited

Reporting Period: 1 July 2015 to 30 June 2016

We, the Directors of ENL Commercial Limited, confirm to the best of our knowledge that the PIE has not complied with Section 2.2.6 of the Code of Corporate Governance. The reasons for non-compliance are detailed on page 61 of the Corporate Governance Report.

Gérard Garrioch Eric Espitalier-NoëlChairman Director

8 September 2016



86ENL Commercial Limited | Annual Report 2016

COMPANYSECRETARY’S CERTIFICATE(PURSUANT TO SECTION 166(D) OF THE COMPANIES ACT 2001)

We certify that, to the best of our knowledge and belief, the Company has filed with the Registrar of Companies all such returns as are required of the Company under The Companies Act 2001.

Preety Gopaul, ACISFor ENL LimitedCompany Secretary

8 September 2016

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