The Board Charter (the “Charter”) sets out the objectives, roles and responsibilities and composition of the Board of directors (the “Board”) of the Mauritius Ports Authority (the “Authority”). This Charter should be read in conjunction with the Ports Act and in case a dispute in content or meaning arises, the wording of the Ports Act shall prevail. The Charter will be governed by the relevant guidelines issued by the Authority and will not, in any way, conflict with same. This Charter is posted on the organisation’s website.
1.1 Complementary to Law and Regulations
The provisions as set out below are complementary to the requirements regarding the Board and Board members as contained in the Ports Act and Port Regulations and the provisions governing the relationship between the Committees and the Board as contained in the Charters of the Committees, which have been adopted by the Board.
2. COMPOSITION OF THE BOARD, POSITIONS, COMMITTEES
2.1 Board Profile, Size, Expertise and Independence
a) Board Profile
The Board should have an appropriate balance of executive and non-executive directors under the firm and objective leadership of a Chairperson to ensure satisfactory performance within a framework of good governance to serve the interests of the population.
b) Number of Members
As per Section 6 of the Ports Act, the Board shall consist of: -
(i) a Chairman appointed by the Minister
(ii) a representative of the Minister
(iii) the Director-General
(iv) three members appointed by the Minister from representatives of commercial, shipping or other users’ interests;
(v) not more than three members as the Minister may from time to time determine
Every appointed member shall:-
(i) be a person who, in the Minister’s opinion, has had experience and shown capacity in the field of port management, industry, commerce, finance or administration or has some special knowledge or experience that renders him a fit and proper person to be a member; and
(ii) hold office for a period not exceeding two years and shall be eligible for reappointment
Every member shall be paid by the Authority such remuneration or allowance as the Board may determine.
c) General Composition
The Board shall use its best efforts to ensure that:
(i) its members can act independently of one another;
(ii) each Board member can assess the broad outline of the Authority’s overall position;
(iii) the Board member matches the Board Profile;
(iv) at least one Board member is a financial expert, meaning he/she has expertise in financial administration and accounting similar to the Authority in size and sophistication;
(v) it is essential that the Board has at least three independent directors
a) The Chairperson of the Board is appointed by the parent Ministry
The Chairperson of the Board is primarily responsible for the activities of the Board and its Committees. He/she shall act as the spokesperson of the Board. The Chairperson of the Board and the Director-General shall meet regularly to discuss policy issues and matters pertaining to the Board.
The Chairperson ensures that:
(i) The Board satisfies its duties;
(ii) Board members, when appointed, shall as far as possible, participate in an induction programme and, as needed, in supplementary training programmes;
(iii) The agendas of the Board meetings are determined by his/her good self;
(iv) The Board meetings are chaired in an effective manner;
(v) The Board has sufficient time for consultation and decision-making;
(vi) Minutes of the Board and Committee meetings are kept in safe custody in the Board Secretariat;
(vii) The Board Committees function properly;
(viii) The performance of the Board is evaluated every year; and
(ix) Internal disputes and conflicts of interest concerning individual Board members and the possible resignation of such members as a result thereof are addressed.
2.3 Board Secretary
a) Board Secretary
The Board Secretary assists the Board.
b) General Access
All Board members may go to the Board Secretary for advice or to use his or her services.
The Board Secretary sees to it that the Board follows correct procedures and complies with its obligations under the Ports Act, other relevant legislations, codes of ethics and procedures established by the Board. The Board Secretary shall be responsible:
To provide the Board as a whole and directors individually with guidance as to their roles and responsibilities, advising and assisting the directors with respect to their duties and responsibilities, in particular compliance with prevailing regulations.
To act as a channel of communication and information for non-executive directors.
To assist the Chairperson in governance processes such as Board and Committees evaluation.
To prepare the agenda of Board in consultation with the Chairperson and the Director General and to circulate the agendas and supporting documents in a timely manner.
To ensure that there is a quorum for meetings.
To take minutes of Board meetings and circulate draft minutes to the Chairperson for vetting and to ensure that minutes of proceedings of Board meetings and as well as resolutions of the Board are properly maintained.
a) Establishment of Committee
The Board may appoint committees from among its members to perform specific tasks. The Board shall determine the members of any committee. The Board shall establish an Audit Risk and Management Committee, a Staff Committee, Finance and Investment Committee, a Corporate Governance Committee, a Land Lease Committee, a Port Licensing Committee and other Committees as it may deem fit.
b) Board Responsibility for Committee Acton
The Board remains collectively responsible for the decisions and actions taken by any Committee. A Committee may only perform the tasks delegated to it by the Board and may not exceed the authority or powers of the Board as a whole. Decisions that, by law, must be taken by the Board may not be delegated to a Committee.
c) Committee Reporting
Each Committee must promptly inform the Board of the actions it has taken and major developments of which it becomes aware. Each Board member has unrestricted access to all Committee meetings and records. The Board shall, as set forth in the Charter of the Committee concerned, receive a report from the Committee describing the Committee’s actions and findings.
d) Committee Charters
The Board shall establish (and may amend) charters for each committee. The charters shall indicate the role and responsibilities of the committee, its composition and how it should perform its duties.
3.0 DUTIES AND POWERS
3.1 General Duties and Powers
a) General Responsibilities
The Board oversees the general business of the Authority. The entire Board is responsible for such supervision and oversight.
b) The Board acts in the Interest of the MPA
The Board shall act in the best interests of the MPA and its business.
c) Quality of Performance
The Board is responsible for the quality of its own performance.
d) Action in Concert
As much as they can, within their individual responsibilities as members of the Board, members shall act and speak in concert with respect to important affairs and matters of principle.
e) Provision on Information
The Director-General and the Board Secretary shall see to it that Management, in a timely manner, provides Board and its committees with the information they need to properly function.
f) Responsibility for Securing Information
The Board and each individual member has responsibility for obtaining all information from Management and the internal and external auditors needed to carry out their duties. If the Board thinks it is necessary, it may obtain information from officers and external advisers of the MPA. The Board may require certain officers and external advisers to attend, but never to vote at its meetings.
g) Use of Experts
The Board may hire experts to assist or advise them. The cost of such experts shall be agreed to by the Board and shall be paid by the MPA. A Board member may rely upon the advice of a relevant expert so long as the member has no reason to question the expert’s report or conclusion.
3.2 Duties Regarding the Supervision of Management
a) Nature of Supervision
In supervising the management, the Board shall consider:
(i) the achievement of the organisation’s objectives;
(ii) the strategy and risks in the organisation’s activities;
(iii) the structure and operation of the internal risk management, and audit and control systems;
(iv) the financial reporting process;
(v) compliance with law and regulations; and
(vi) any other matters the law requires the Board to consider
b) Financial Reporting
The Board supervises the MPA’s financial reporting.
c) Annual Risk Review
At least once a year, the Board shall discuss the MPA’s strategy and business risks, the management’s assessment of the internal risk management and control systems, and any significant changes to such systems.
3.3 Duties Regarding the Members and the Performance of the Board
a) Duties Regarding Board
The duties of the Board (in consultation with the appropriate Board committees) in relation to the members of the Board include:
(i) addressing any conflicts of interest issues between the MPA and members of the Board;
(ii) Determine the MPA’s purpose, strategy and values;
(iii) Exercise leadership, enterprise, intellectual honesty, integrity and judgment in directing MPA so as to achieve sustainable prosperity;
(iv) Ensure that procedures and practices are in place that protects the MPA’s assets and reputation. Therefore, the Board should regularly review processes and procedures to ensure the effectiveness of MPA’s internal control systems;
(v) Consider the necessity and appropriateness of installing a mechanism by which breaches of the principles of corporate governance could be reported;
(vi) Monitor and evaluate the implementation of strategies, policies, management performance criteria and business plans. In effect, the Board must provide guidance and maintain effective control over the MPA, and monitor management in carrying out Board plans and strategies;
(vii) Determine a policy for the frequency, purpose, conduct and duration of its meetings and those of its formally established committees. The Board should meet at least once a month, if not more frequently as circumstances require; and
(viii) Ensure that there are efficient and timely methods for informing and briefing Board members prior to meetings. This should include an agreed procedure whereby directors may, if necessary, obtain independent professional advice at the MPA’s expense.
b) Board Assessment
At least once a year, the Board shall evaluate its own activities and those of its individual members, the effectiveness of such activities, and the composition and competence of the Board and its committees.
3.4 Certain Other Duties of the Board
a) Duties Generally
The other duties of the Board include:
(i) duties regarding the external auditor as described in this Board Charter and the charter of the Audit and Management Risk Committee; and
(ii) other duties imposed by law, the Ports Act and Port Regulations, this charter and the charter of a committee.
b) Annual Report and Accounts
The Board shall draw up a report describing its activities in the financial year, and containing the statements and information required by law and the Ports Acts and Port Regulations.
4.0 SUPERVISION OF FINANCIAL REPORTING
a) General Supervision Responsibilities
The Board, in consultation with the Audit and Management Risk Committee, supervises compliance with written procedures for the preparation and publication of the annual report and accounts, the quarterly (if any) and semi-annual financial reports and any other financial information. The Board, through the Audit and Management Risk Committee, also supervises the internal control and audit
b) Discussion of Financial Reports
The Audit and Management Risk Committee shall regularly provide the Board with reports on the annual report and accounts, and the quarterly (if any) and semi-annual financial reports, which will then be discussed at a meeting of the Board.
5.0 CONFLICTS OF INTEREST
To ensure the independence of the Board, directors should disclose actual or perceived conflicts of interest so that the board can function independently and objectively in the best interests of the population. It is recommended that, on appointment and on a continuous basis, all directors should, in good faith, disclose any business or other interest that is likely to create a potential conflict of interest. The other recommendations are as hereunder: -
(i) It is the duty and responsibility of all directors to act in the interest of the MPA irrespective of the party who nominated them
(ii) The representative of the parent Ministry may disclose, to his Ministry, only those matters where the “Ministry may have a legitimate interest”, and prior approval of the Board should be sought for such disclosures
(iii) The Director-General should inform the Board if he needs prior consultation in a matter before a decision is made.
6.0 BOARD MEETINGS AND DECISION-MAKING
Frequency, Notice, Agenda and Venue of Meetings
The Board shall meet as often as necessary, but not less than twelve times in a year. Meetings shall be scheduled one month in advance after each Board meeting. The Board shall meet earlier than scheduled if deemed necessary by the Chairperson of the Board.
b) Notice and Agenda
Meetings of the Board are called by the Chairperson. Save in urgent cases, as determined by the Chairperson, the agenda for a meeting shall be sent to all Board members at least five calendar days before the meeting. For each item on the agenda, related documentation will be attached. The Secretary shall consult with the Chairperson and the Director-General prior to convening the meeting on the content of the agenda.
Board meetings are generally held at the offices of the organisation but may also take place elsewhere.
Attendance of and Admittance to Meetings
a) Undue Absence
If a Board member is frequently absent from Board meetings, he/she shall be required to explain such absences to the Chairperson.
6.1 Chairperson of the Meeting
Board meetings are presided over by the Chairperson of the Board. If the Chairperson is not present, a member of the Board appointed by a vote of the members present shall chair the meeting.
6.2 Decision-Making within the Board
a) Preference for Unanimity
The Board members shall try to unanimously adopt resolutions. However, Board members are encouraged to voice dissenting opinions and record these in the minutes when unanimity cannot be reached.
b) Individual Vote
Each Board member has the right to cast one vote.
c) Majority Vote, Quorum
Where unanimity cannot be reached and the law, the organisation’s articles charter do not prescribe a larger majority, all resolutions of the Board are adopted by a majority of the votes cast.
d) Adoption at Meeting
Resolutions of the Board are adopted at a Board meeting.
e) Written Consent
Board resolutions may also be adopted in writing, provided the proposal concerned is submitted to all Board members and none of them objects to this form of adoption. Adoption of resolutions in writing shall be effected by statements in writing from all the Board members.
Minutes must be drawn up for every Board meeting. The minutes are to be signed by the Chairperson of the Board and the Board Secretary and then kept in the Authority’s Board Secretariat. Each member of the Board may demand a note explaining how he/she voted or that a formal declaration by him be included in the minutes. Urgent resolutions may be drawn up and adopted immediately in the relevant meeting.
7.0 OTHER PROVISIONS
7.1 Conflicts of Interest of Board Members
a) Duty to Disclose
A Board member shall immediately report to the Chairperson of the Board any conflict of interest or potential conflict of interest and shall provide all relevant information, including information concerning his or her spouse, registered partner or other life companion, foster child and relatives by blood or marriage up to the second degree. The Board member concerned shall not take part in the assessment by the Board of whether a conflict of interest exists.
b) Abstention by Conflicted Party
A Board member shall not take part in any discussion or decision-making regarding any subject or transaction in which he/she has a conflict of interest with the Authority.
a) Duty to Keep Information Confidential
Unless required to do so by law, no Board member shall, during his or her membership on the Board or afterwards, disclose any information of a confidential nature regarding the business of the Authority and/or any companies in which it holds a stake, that came to his or her knowledge in the capacity of his or her work for the Authority and which he/she knows or should know to be of a confidential nature. A Board member shall not use such confidential information for his or her personal benefit.
b) Return of Confidential Information
At the end of each Board member’s term of office, he/she shall return all confidential documents in his or her possession to the Authority or guarantee their disposal in a manner that ensures confidentiality is preserved.
c) Notice of Disclosure
If a Board member intends to disclose to a third party information which he/she has become aware of in his or her duties and which may be confidential, he/she must inform the Chairperson of his or her intent and the identity of the person who is to receive the information with sufficient notice for the Chairperson to assess the situation and advise the Board member. This section applies to both official and personal statements and to any person attending Board meetings which in terms of their content and form are clearly only intended for the Board.
a) Acceptance by Board Members
Anyone who is appointed as a Board member must, upon assuming office, declare in writing to the Authority that he/she accepts and agrees to comply with the provisions of this Charter. A corresponding reference to this extent is included in a governing Board member’s appointment letter.
b) Occasional Non-Compliance
If permitted by law, the Board may occasionally decide (by unanimous decision) at its sole discretion not to comply with the provisions of this Charter.
This Charter may be amended by the Board at its sole discretion without prior notification, subject to the recommendation of the Corporate Governance Committee.
In case of uncertainty or difference of opinion on how a provision of this Charter should be interpreted, the opinion of the Chairperson of the Board shall be decisive.
e) Partial Invalidity
If one or more provisions of this Charter are (or become) invalid, this shall not affect the validity of the remaining provisions. The Board may replace the invalid provisions by provisions which are valid and the effect of which, given the contents and purpose of this Charter is, to the greatest extent possible, similar to that of the invalid provisions.