Medine Limited is led by a unitary Board, whose responsibilities are, inter alia, the review and adoption of strategic plans, the overview of business performance, the adoption of appropriate risk management systems and the establishment of proper internal control systems.
Board and Board Committees
The Board has not yet approved its Charter.
The Board’s main role is to maintain a high standard of governance so as to protect and enhance shareholders’ value. It sets the overall strategy for the Group, oversees executive management and ensures that good corporate governance policies and practices are developed within the Group. The Board acts in good faith, with due diligence and care, and in the best interests of the Company and its shareholders. It is responsible for leading and controlling the company and meeting all legal and regulatory requirements.
To assist the Board in the discharge of its duties, two Board committees were established with charters approved by the Board and reviewed as and when required, which clearly define their terms of reference, composition and functionality.
Corporate Governance Committee
The Board of Medine Limited is presently composed of 11 members: 1 executive, 2 independent non-executive and 8 non-executive directors.
The names of the directors are given below and their profiles are available by clicking on the relevant name.
Independent Non-Executive Directors
- René Leclézio, Chairman
- Pierre Doger de Spéville
- Thomas Doger de Spéville
- Lajpati Gujadhur
- Ramapatee Gujadhur
- Jacques Tin Miow Li Wan Po, G.O.S.K., Vice-Chairman
- Jocelyne Martin
- Marc de Ravel de L’Argentière
Group Company Secretary
The nomination of any director is reviewed and discussed by the Corporate Governance Committee in its capacity as Nomination Committee, taking into account the candidate’s skills, qualifications and experience. The Committee recommends to the Board the nomination to be put before the annual or special meeting of the shareholders for approval.
Role and responsibilities of Chairman, Chief Executive Officer and Company Secretary
The Position Statements of the Chairman, the Chief Executive Officer and the Company Secretary have been approved and will be regularly reviewed by the Corporate Governance Committee. Their key roles and responsibilities have been clearly defined. The functions and roles of the Chairman and the Chief Executive Officer are separate to ensure a better balance of power and authority on the Board.
The internal audit is an independent, objective assurance activity designed to add value and improve the organisation’s operations. This function has been entrusted to Ernst & Young and provides to the Audit Committee, to Management and ultimately to the Board with a disciplined approach to evaluate and to improve the effectiveness of the risk management, internal control and governance processes. The internal auditor has unrestricted access to records, management and employees of the group.
The Group has a co-sourced internal audit function. A Head of Internal Audit & Risk Management has recently been recruited with the primary role of implementing a risk management framework and to ensure that each business unit is complying with relevant policies and procedures.
Code and Policy
Medine has adopted a Code of Ethics and Business Conduct, which supports its commitment to a policy of fair dealing, honesty and integrity in the conduct of its business.
The Code of Ethics and Business Conduct lists and details the standards of behaviour that have made Medine’s reputation. They are the standards that all Directors and employees are expected to uphold in conducting the Company’s business. They go beyond the requirements of law. The Code has been actively endorsed by the Board of Directors and shared with all employees at all levels in the Group.
The Code of Ethics and Business Conduct has been approved by the Board. The Code will be reviewed shortly to reflect few changes.
An Information Technology Security Policy is in place within the Group. It includes appropriate organisational and technical precautions for access control, access rights, virus protection and data protection. The Information Technology Security Policy will be reviewed during the current financial year.