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Board Charter
The Board of Directors of MauBank Ltd consists of the following members:
The Board of Directors is responsible for the overall direction, supervision and control of the Bank. Specific responsibilities of the Board include laying down and approving the business objectives of the Bank, approving strategies and policies which need to be pursued in order to achieve these objectives, and reviewing on an on-going basis the performance of the Bank in relation to its stated objectives as well as adherence to policies.
Click here to view the Board Charter & Terms of Reference of the Board of Directors.
Profile of Directors
Mr. Vishuene Vydelingum is a seasoned banker with over 25 years’ experience, with expertise in Corporate & Investment Banking, Treasury and Markets.
Mr Vydelingum holds a Maitrise – Ingenieur Maitre en Banque et Finance from Université Sorbonne Nord and a Licence (IUP) en Ingénierie de la Banque, Finance et Industrie in addition to a D.E.U.G Sciences Economiques. He is a licensed Stockbroker of the Stock Exchange of Mauritius.
Mr Ramanaidoo Sokappadu, currently Acting Director, Economy and Finance at the Ministry of Finance, Economic Planning and Development, has been working in the civil service for nearly 37 years. He holds a Bachelor of Arts in Economics, Mathematics and Statistics.
He has in the past worked as short term consultant for the Commonwealth Secretariat and the World Bank. He has been a Board director on several parastatal bodies and companies. In addition, he has represented Mauritius in several international conferences and meetings, both locally and abroad.
Mr. Anil Kumar Kokil is a former Director (Economic and Finance) of the Ministry of Finance and Economic Development. During his professional career, he has contributed to and spearheaded the national budget preparations and policy making of successive Governments. He is presently a Consultant for both local and International Organisations, and a part-time Lecturer at the University of Technology, Mauritius.
He has previously been the Chairperson of the Skills and Information Technology Development Fund, and Chairperson and Assessor of several Disciplinary Committees and Commission of Inquiries appointed by the Public Service Commission and the Disciplinary Forces Service Commission and the Government. He has also acted as the Chief Executive of the Gambling Regulatory Authority.
The contributions of Mr. Kokil are also recognised at regional and international level. He was the Chairperson of the SADC Macro Economic Meetings held in South Africa and in Botswana as well as the Chairperson of the Committee set up by the SADC Ministers to look at the Self-Financing Mechanism for SADC. He was the Founder Member of the Collaborative Africa Budget Reform Initiative. He has been a Consultant on Migration for the World Bank, the European Union and the International Organisation for Migration, and has also contributed to several papers in International Publications. He actively participated in UN Annual Meetings of the Global Forum on Migration and Development, as Panelist and Moderator.
Mr. Kokil holds an MSc in Public Sector Management, a B.A (Hons) in Statistics with Economics from the University of Delhi and a Professional Certificate in Statistics from the Institute of Statisticians, UK. He has received professional training at the Institute of Development Studies UK; the IMF and World Bank in Financial Programming and Policies, and on Government Finance in Washington amongst others.
Mr Sivananda Semjevee is currently the Managing Director of Logfret Services Ltd, a Clearing and Freight Forwarding Company. Prior to that, he was the Executive Director of World Speed Consolidators Ltd. For three years he was based in Madagascar where he was the Executive Director for World Speed Madagascar.
With his solid experience in Freight Forwarding services both at the national and regional level, Mr Semjevee has set up his own company in the field of Import and Export Agent Services since 2004. His business achievement makes him a successful entrepreneur and employer in his category.
Mrs. Alexandra Vasseur-Soneea is an independent director at Maubank LTD since 2021.
After acquiring experience from Morgan Philips Group, one of the biggest recruitment firm in the world, she moved on set up her own enterprise. Mrs Vasseur is currently the Founder and Director of Kanopé Consulting Ltd, a recruitment firm specialized in Head Hunting, with presence in Mauritius, France and Switzerland.
Alexandra Vasseur has been conferred with the “Africa’s Women Leaders Award” in 2022 by the World Leadership Women Congress.
She is well versed on the European financial market and specializes in recruitment for Private Banking, Wealth Management, Trust, Fiduciary and Private Equity institutions as well as commercial and investment banks. Her knowledge and experience in talent acquisition in the sector of finance have honed her skills in human resource strategy for large European companies. She also has sound knowledge of the energy and luxury sectors.
Mrs. Vasseur-Soneea holds a Master in Management and a Licence de Gestion from the Université de Poitier in France. She is currently completing a PostGraduate director applied program diploma.
Corporate Governance
Corporate Governance involves a set of relationships between MauBank’s management, board, shareholders and other stakeholders. Effective corporate governance practices are essential to achieve and maintain high level of public trust and confidence in the banking system. The Bank is mainly guided by the Bank of Mauritius Guideline on Corporate Governance and the National Code of Corporate Governance on governance matters.
The Board of MauBank Ltd (‘Bank’) is fully committed to attaining and maintaining the highest standards of corporate governance. It has all the powers for managing, directing and supervising the Management of the business and affairs of the Bank.
View the Constitution of the Bank
The Board has constituted the following committees to assist effective implementation of its responsibilities;
The Audit Committee’s principle function is to oversee the Bank’s financial reporting process, monitor the internal control systems, review financial statements, provide support to the Board of directors on compliance, audit and financial matters, oversee performance of external and internal auditors of the Bank, and review internal and external inspection reports.
The Audit Committee shall be appointed by the Board and shall be made up of at least three (3) members who shall comprise of only independent directors.
Responsibilities of the Audit Committee
The Audit Committee’s responsibilities, among others, include:
- Approve the risk-based audit plans of the internal and external auditors which address all activities over a measurable cycle and the work of external and internal auditors is coordinated.
- Recommend to shareholders, through the Board, the appointment, removal and remuneration of external auditors. It should approve the engagement letter setting out the scope and terms of external audit.
- Assess periodically the skills, resources and independence of the external audit firm and its practices for quality control.
- Assess whether the accounting practices of the auditee are appropriate and within the bounds of acceptable practice.
- Discuss with senior management and external auditors the overall results of the audit, the quality of financial statements and any concerns raised by external auditors.
Composition of the Committee
- Mrs. Vasseur-Soneea Alexandra (wef 24 Jan 2024) (Independent Director)
The Board Investment & Credit Committee (BICC) mandate is to act as the credit sanctioning authority of the Bank on behalf of the Board and ensure compliance to the Credit Risk Policy (“CRP”) of the Bank at all times. The Committee shall have the authority to make a final decision on approval or rejection of proposed requests/transactions as well as to establish general lending parameters in accordance with its powers.
Members of the Committee shall be appointed by the Board and shall be made up of at least three (3) members, consisting of a majority of independent or non-executive directors and may include the CEO.
Responsibilities of the Board Investment & Credit Committee
The Board Investment & Credit Committee’s responsibilities, among others, include:
- To ensure that concentration of credit risks is within the Bank’s risk tolerance.
- Consider and approve all credit facilities exceeding the delegated authority of the Management Investment & Credit Committee (MICC) as set out in the CRP.
- Consider and approve the restructure of credit facilities as per the CRP.
- Consider and approve, amend, withdraw all credit financing schemes of the Bank.
- Ensure that all facilities advanced are in accordance with the Bank’s defined overall credit risk strategy while adhering to the Bank’s Credit Risk Policy (CRP) and any Guidelines from the Bank of Mauritius.
- Ensure that any deviations / exceptions to policies are communicated to the Board for corrective actions to be taken.
- Review the credit policies and procedures periodically to ensure their continuing adequacy and enforcement, in the best interests of the Bank
Composition of the Committee
- Mr. Vydelingum Vishuene (wef 22 Nov 2023) (Executive Director)
- Mr. Sokappadu Ramanaidoo (Independent Director)
- Mr. Kokil Anil Kumar (wef 07 March 2024) (Non-Executive Director)
The role of the Board Risk Management Committee (BRMC) has the responsibility to advise the Board on the financial institution’s overall current and future risk appetite, tolerance and strategy and oversee Senior Management’s implementation of the risk appetite framework and reporting on the state of risk culture in the Bank.
Members of this Committee shall be appointed by the Board and shall be made up of at least three (3) independent or non-executive members with a reasonable number having an adequate familiarity with risk management. The Chief Executive Officer shall be a member of this Committee.
Responsibilities of the Board Risk Management Committee
The Board Risk Management Committee’s responsibilities, among others, include:
- Advise the Board on the Bank’s overall current and future risk appetite tolerance and strategy.
- Recommend the Board on appropriate risk appetite framework for the Bank which shall be consistent with the Bank’s short term and long-term strategic plan.
- Identify the principle risks, including but not limited to credit, market, liquidity, operational, compliance and regulatory and reputational risks and the actions taken to mitigate them.
- Review the Bank’s key credit related management and stress testing reports.
- Monitor the Bank’s compliance with regulatory capital adequacy requirements taking into account ICAAP implementation.
- Appoint a Chief Risk Officer who, among others, shall provide assurance that the oversight of risk management is independent from operational management and is adequately resourced with proper visibility and status in the organisation.
- Require the Chief Risk Officer to provide regular reports to the Committee, senior management and the Board on his activities and findings relating to the institution’s risk appetite framework.
Composition of the Committee
- Mr. Vydelingum Vishuene (wef 22 Nov 2023) (Executive Director)
- Mr. Kokil Anil Kumar (Non-Executive Director)
The Nomination and Remuneration Committee (REMCO) has the responsibility of selecting competent and qualified personnel and making recommendations to the Board. The Committee aims to retain and attract qualified and experienced personnel for the smooth running of the organisation.
Members of the Committee shall be appointed by the Board and shall be made up of at least three (3) members, consisting of a majority of independent or non-executive directors.
Responsibilities of the Nomination and Remuneration Committee
The Nomination and Remuneration Committee’s responsibilities, among others, include:
- Recommend to the Board candidates for Board positions, including the chair of the Board and chairs of the Board Committees.
- Recommend criteria for the selection of board members and criteria for the evaluation of their performance.
- Prepare for approval of the Board, the remuneration and compensation package for directors, senior manager and other key personnel.
- Recommend to the Board, and incentive package, as necessary, to enhance staff performance, while ensuring that incentives embedded within remuneration structures do not incentivise staff to take excessive risk.
- Approve remuneration and compensation frameworks, reward, talent management and performance appraisal structures.
- Review and approve design of pensions and other benefits.
Composition of the Committee
- Mr. Sokappadu Ramanaidoo (Chairperson/Independent Director)
- Mr. Vydelingum Vishuene (wef 22 Nov 2023) (Executive Director)
- Mrs. Vasseur-Soneea Alexandra (Independent Director)
The Committee is responsible to determine, agree and develop the bank’s general policy on corporate governance in accordance with applicable Code of Corporate Governance and legislations. It should also ensure that the corporate governance report and disclosures to be published in the bank’s annual report is in compliance with provisions of the Code of Corporate Governance.
Members of the Committee shall be appointed by the Board and shall be made up of at least three (3) non-executive directors.
Responsibilities of the Corporate Governance Committee
The Corporate Governance Committee’s responsibilities, among others, include:
- Determine, agree and develop the Bank’s general policy on corporate governance in accordance with applicable Code of Corporate Governance and legislations.
- Ensure that the corporate governance report to be published in the Bank’s annual report is in compliance with provisions of the Code of Corporate Governance.
- Ensure that disclosures are made in the annual report in compliance with the disclosure provisions in the Code of Corporate Governance.
- Consider any other corporate governance matters as directed by the Board.
Composition of the Committee
- Mr. Sokappadu Ramanaidoo (Chairperson/Independent Director)
- Mr. Vydelingum Vishuene (wef 22 Nov 2023) (Executive Director)
- Mr. Kokil Anil Kumar (Non-Executive Director)
- Mrs. Vasseur-Soneea Alexandra (Independent Director)
The Strategy and Finance Committee shall advise on the overall short and long term strategy of the Bank and monitor the Bank’s longer-term financial stability. Members of the Committee shall be appointed by the Board and shall be made up of at least four (4) members, consisting of a majority of independent or non-executive directors and shall include the CEO.
Responsibilities of the Strategy and Finance Committee
The Strategy and Finance Committee’s responsibilities, among others, include:
- Advise on the overall short and long term strategy of the Bank and monitor the Bank’s longer- term financial stability;
- Review and consider strategic and financial plans, including annual budget, of the Bank for recommendation to the Board;
- Oversee implementation of the Bank’s Strategic Plan and its associated financial plans.
- Advise the Board in relation to the Bank’s capital structure and its underlying equity/debt funding strategy and overall Financial Book;
- Review the Bank’s quarterly financial performance and any other issues impacting the Bank’s Financial Book.
Composition of the Committee
- Mr. Vydelingum Vishuene (wef 22 Nov 2023) (Executive Director)
- Mr. Sokappadu Ramanaidoo (Independent Director)
- Mrs. Vasseur-Soneea Alexandra (wef 07 March 2024) (Independent Director)
The Procurement Committee reviews certain revenue and capital expenditures of the Bank to ensure that the Bank’s expenditure is appropriate in the pursuit of the Bank’s operations.
Responsibilities of the Procurement committee
- Consider and approve the following capital and operational expenditures for the smooth running and operation of the Bank:
- Expenditure within approved annual budget for an amount of MUR 5M and up to MUR 25M.
- Expenditure that is not budgeted for an amount of MUR 1M and up to MUR 10M.
- Any other unforeseen expenditure not exceeding MUR 3M.
- Notwithstanding paragraph 8.1.1, the Committee may in its discretion consider and approve any of the above expenditures provided that the amount of such expenditures do not exceed 10% of the applicable threshold.
- Examine and recommend to the Board any unbudgeted expenditure exceeding MUR 10M and advise the Board on the financial and other resource implications.
- Review and make appropriate recommendations to the Board with respect to budgeted expenditure exceeding MUR 25M.
- Approve the list of preferred/prequalified suppliers/service providers of goods, works and service.
- Evaluate and make recommendation to the Board on any acquisition or disposal and/or any undertaking or part of any undertaking of the Bank.
- Approve any emergency procurements.
- Monitor, evaluate and review management’s procedures for procurement, on a regular basis and the controls in place to ensure value for money and determine and set inbuilt accountability parameters for management in case of failure.
- Review the Procurement Policy for recommendation to the Board.
Composition of the Committee
- Mr. Vydelingum Vishuene (wef 22 Nov 2023) (Executive Director)
- Mrs. Vasseur-Soneea Alexandra (Independent Director)
The Board Cybersecurity Committee (BCSC) is mandated by the Board to assist the Bank in fulfilling its cybersecurity risks management and control responsibilities. In doing so, the Committee will ensure cybersecurity is managed in a manner consistent with the Bank’s strategic objectives, regulatory requirements and its approved operational risk appetite. Members of the Committee shall be appointed by the Board and shall be made up of at least three [3] independent or non – executive members with a reasonable number having an adequate familiarity with. Information/cyber security. The Chief Executive Officer of the Bank shall be a member of the BCSC.
The duties of the Board Cybersecurity Committee (BCSC) shall include the following:
- Advise the Board on the Bank’s overall current and future cybersecurity and information security risk strategy, risk appetite and tolerance.
- Oversee Senior Management’s implementation of the cybersecurity and information security risk appetite framework and reporting on the state of cybersecurity and information security culture in the Bank.
- Review the Bank’s compliance with regulatory requirement including cloud base outsourcing.
- Consider and approve recommendations in respect to cybersecurity and information security related matters.
- Ensure adequacy of resources and funding for cybersecurity and information security related activities and projects.
- Ensure that the cybersecurity and Information security and risk management function in their role as second line of defense are independent of operations.
- Review and approve policies/frameworks related to Information/cyber security.
- Receive and review periodic reports on controls for information/cyber-risk metrics and information/cyber risk assessments together with preparedness on incident response and disaster recovery capabilities.
Composition of the Committee
- Mr. Kokil Anil Kumar (Chairperson/Non-Executive Director)
- Mr. Vydelingum Vishuene (wef 22 Nov 2023) (Executive Director)
- Mrs. Vasseur-Soneea Alexandra (Independent Director)
Composition of the Committee
- Mr. Kokil Anil Kumar (Chairperson/Non-Executive Director)
- Mr. Vydelingum Vishuene (Executive Director)