annual integrated report2015

AnnualIntegrated

Report2015

CONTENTS

About this Report 04

Key Data and Highlights 05

Founders and Patrons 06

Corporate Information 08

Profile of Directors and Senior Management 09

Chairperson’s Statement 12

Directors’ Report 15

Corporate Governance Report 32

Sustainability Report 41

Value Added Statement 47

Directors’ Responsibility Statement 48

Secretary’s Certificate 49

Independent Auditors’ Report 50

Financial Statements 51

Review of Accounting and Internal Control System and Compliance with the Code of Corporate Governance 65

Global Reporting Initiative (GRI) Content Index 66

Mauritius Institute of Directors - IntegratedReport 3

Mauritius Institute of Directors - IntegratedReport4

ABOUT THIS ANNUAL INTEGRATED REPORT (G4-3, G4-28, G4-30, G4-31)

The Mauritius Institute of Directors’ (“MIoD”) reports annually in line with the Companies Act 2001 and this Annual Integrated Report for the year ended 30 June 2015 has been prepared using the Global Reporting Initiative (“GRI”) G4 guidelines. A detailed GRI Content Index, providing responses to each of the GRI G4 criteria, can be found on our website at www.miod.mu as well as on page 66 of this report. This is the third MIoD Annual Integrated Report and is in line with the MIoD’s objective to promote corporate sustainability and lead by example. All previous Annual Reports can be found on the MIoD’s website. Any questions relating to this Report or any of the activities of the MIoD can be addressed to the Chief Executive Officer at [email protected]

Annual Members Meeting.


KEY DATA AND HIGHLIGHTS


Catherine MCILRAITH Independent Non-Executive Director

Jean Pierre LIM KONGIndependent Non-Executive Director

Heba CAPDEVILA-JANGEERKHAN Independent Non-Executive Director

Dr. Sidharth SHARMA Independent Non-Executive Director

Philippe Olivier DECOTTERIndependent Non-Executive Director

Ricardo FREYNEAUIndependent Non-Executive Director

Bryan GUJJALU Independent Non-Executive Director

Ravin LAMA Independent Non-Executive Director

Ben LIMIndependent Non-Executive Director

Patricia DAY-HOOKOOMSINGNon-Executive Director

Tahen Kumar SERVANSINGHIndependent Non-Executive Director

Jane VALLSExecutive Director and CEO

BOARD OF DIRECTORS

CORPORATE INFORMATION

COMPANY SECRETARYNavitas Corporate Services Ltd (as from 1 December 2014)Dustin BHOYRUL (up to 30 November 2014)

CHIEF EXECUTIVE OFFICERJane Elizabeth Orde VALLS

REGISTERED OFFICE1st Floor, Raffles Tower,19, Cybercity, Ebene 72201, Mauritius.

James BENOIT(25 September 2014)

Directors who completed their term of office during the year

Board Chairperson

Board Vice Chairperson and Chairperson – Audit & Risk Committee

Chairperson- Membership & Nomination Committee

Chairperson - Education Committee

Chairperson – Corporate Governance Committee

F

M

F

M

M

M

M

M

M

F

M

F

21.09.2011

25.09.2013

26.09.2012

25.09.2013

25.09.2013

25.09.2013

25.09.2013

21.09.2011

25.09.2014

26.09.2012

25.09.2014

26.04.2010

Gender Date of Appointment

MIoD Board 2014/15.


Catherine McIlraith ChairpersonIndependent Non-Executive Director (51 years)

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

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

Catherine McIlraith is a Fellow of the Mauritius Institute of Directors. She is an Independent Non-Executive Director and a member of various Committees of a number of public and private companies in Mauritius including AfrAsia Bank Limited, CIEL Limited, Les Gaz Industriels Limited. She is also the Chairperson of the MIoD and a member of the Financial Reporting Council since October 2014.

Jean Pierre Lim KongIndependent Non-Executive Director(46 years)

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

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

Jean Pierre joined the Cim Group in September 2005 as Managing Director of Cim Finance and Cim Leasing and subsequently became the Cim Group’s Chief Finance Executive in June 2008. He is a board member of the Mauritius Institute of Directors since October 2013.

Heba Capdevila-JangeerkhanIndependent Non-Executive Director(45 years)

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

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

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

Heba Capdevila-Jangeerkhan’s professional industry experience includes Textile, Retail, Engineering, BPO Industries, Manufacturing,

Marine Activities, Logistics & Distribution, Communications, amongst others. She has been a Director of Taylor Smith Group since 2004.

Dr. Sidharth SharmaIndependent Non-Executive Director(40 years)

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

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

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

Philippe Olivier DecotterIndependent Non-Executive Director(34 years)

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

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

Olivier is also a certified Ethics Officer from the Ethics Institute of South Africa. Olivier is a member of the Boards of Directors of Alentaris Ltd and City Brokers Ltd. He currently sits as member of the management and investment committees of the GML Pension Fund.

Patricia Day-HookoomsingNon-Executive Director (66 years)

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

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

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

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

PROFILE OF DIRECTORS AND SENIOR MANAGEMENT


Ravin LamaIndependent Non-Executive Director(53 years)

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

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

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

He was awarded the “Outstanding Brand Achiever Award” at the “World Marketing Summit Malaysia 2013” and “Golden Globe Tiger Award 2013”.

Bryan GujjaluIndependent Non-Executive Director(39 years)

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

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

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

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

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

Ricardo Freyneau Independent Non-Executive Director(41 years)

Ricardo Freyneau is a certified project manager with a strong emphasis in Risk Management. He has worked extensively in the Finance Industry and has comprehensive hands on experience in software implementation, process and outsourcing. For over nine years

he has worked on various global projects for Deutsche Bank. Prior to working with Deutsche Bank he was a consultant at DCDM Consulting for five years carrying out assignments in Mauritius and Africa.

Ricardo holds a Bachelor’s Degree in Commerce Majoring in Accounting from the University of Botswana. As past president of Financial Toastmasters club, he led the club to achieving its first ever Presidents Distinguished Award from Toastmasters International.

Ben Lim Independent Non-Executive Director(48 years)

Ben Lim is the Chief Executive Officer of Intercontinental Trust Ltd. He has been actively involved in the Mauritius international financial services sector since its inception in the early 1990’s and has played a decisive role in the Global Business legal and regulatory reform process in Mauritius.

Ben Lim is a Board Member at the Mauritius Institute of Directors and is a member of its Corporate Governance Committee. He was, until March 2015, a Board Member of the Board of Investment, the apex government organisation responsible for the promotion of Mauritius. He also served as a member of the Financial Services Consultative Committee (FSCC) which was constituted pursuant to the Financial Services Act 2007 under the Chairmanship of the Vice-Prime Minister and Minister of Finance & Economic Development.

A founding member of various international financial institutions, he acts as Director on a number of them having a presence in Mauritius. He has a great deal of experience in international tax planning and until April 2000, he was an international tax and offshore services partner at De Chazal Du Mee.

Ben Lim studied at Westminster University, London and afterwards qualified as a Fellow of the Institute of Chartered Accountants in England & Wales.

Tahen Kumar ServansinghIndependent Non-Executive Director(58 years)

Tahen Kumar Servansingh holds a Bachelor’s degree in Physics and started his career as a physics teacher at Royal College Port-Louis and Queen Elizabeth College. In 1992 he moved to the Ministry of Finance as adviser to the Minister of Finance. From 2005 to 2010

he was senior adviser to the Vice Prime Minister and Minister of Finance. As Senior Adviser to the Vice Prime Minister and Minister of Finance, he contributed in the formulation and implementation of national economic policies, capacity building, national economic empowerment programme and the corporate social responsibility framework.


He was also appointed by the Vice Prime Minister and Minister of Finance to serve on several Boards and Committees.

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

Tahen is currently the special adviser to the Chairman of Mauvilac Group. He is a director of Building and Civil Engineering and India Equity Partners Fund. He is a Fellow of the Mauritius Institute of Directors (MIoD) and has been a director of MIoD for the past year.

Jane Valls CSKExecutive Director & CEO (61 years)

Jane Valls holds a BA Hons in French and Italian from Birmingham University, UK. She has been awarded an Honorary Doctorate Degree by the University of Middlesex for

service to business, women’s empowerment and social justice and she was recently decorated by the Republic of Mauritius as a Commander of the Order of the Star and Key of the Indian Ocean (CSK) for services to corporate governance.

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

Jane is a Fellow of the Mauritius Institute of Directors and has been elected as the first Chairperson of the newly founded African Corporate Governance Network, a network bringing together 16 Institutes of Directors from across the African continent.

She is also a member of Soroptimist International (an international women’s association) and a Director and the immediate past Chairperson of Women in Networking Ltd (WIN).

PROFILE OF SENIOR MANAGEMENTJane VALLS Executive Director and CEO Please refer to the section above for the profile of CEO.

Dustin BHOYRUL Executive Secretary

Dustin Bhoyrul was Executive Secretary up to 30 November 2014 and during this time acted as the Company Secretary.

He is a barrister-at-law of six years’ standing, called to the Bar of England and Wales (the Honourable Society of Lincoln’s Inn) and to the Bar of the Republic of Mauritius. Dustin was a State Laureate and was awarded the State Scholarship to read law at the London

School of Economics and Political Science. He completed the Bar Vocational Course (BVC), the post-graduate professional qualification for prospective barristers, at the College of Law (now the University of Law). Dustin also holds an LL.M de droit français et européen from the Université de Paris I – Panthéon – Sorbonne.

Dustin previously practised as a Corporate and Commercial Lawyer in Mauritius, at Appleby, an international offshore law firm, where he acted as counsel to bank syndicates and corporate borrowers advising on secured credit facilities in connection with cross-border financing transactions. Prior to resuming his career in Mauritius, Dustin trained in the Dispute Resolution – International Arbitration teams of prestigious international law firms in Paris, namely Jones Day, Herbert Smith Freehills LLP and Clifford Chance LLP. During the period of his training, Dustin gained experience in investment treaty arbitration and a range of commercial arbitration disputes pertaining to Telecommunications, Project Finance and Construction.

With effect from 1 December 2014, MIoD has a service agreement with Navitas Corporate Services Ltd for the provision of company secretarial services.

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

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

in Mauritius.

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

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

COMPANY SECRETARY


Chairperson’s Statement On behalf of the Mauritius Institute of Directors (MIoD), I am pleased to make the following Statement to our members for the year ended 30 June 2015.

Overview

Global growth is still sluggish with many divergent and unstable trends as the world economies continue to struggle with the aftermath of the global financial crisis and a slowdown in emerging economies. Global growth in 2014, according to the World Bank’s Global Economic Prospects, was a disappointing 2.6%. The USA and UK led the way while the Euro Area and Japan have found recovery difficult and China undergoes a carefully managed slowdown. While declining oil prices have been a boost for oil-importing economies, the oil-exporting countries have suffered. The outlook for 2015 is a moderate growth of 3% with higher growth expected from developing countries boosted by continuing low oil prices, especially China and India. Sub-Saharan Africa had a relatively good year in 2014 with 4.5% growth and this is expected to rise gradually to 5.1% by 2017 boosted by infrastructure investment, increased agriculture production and greater demand for services.

In this context the Mauritian economy has held up relatively well, especially considering the difficulties of our key trading partners, the overall downturn in consumption and the weakening of the Euro. The recent credit analysis of the country published by Moodys, maintaining Mauritius’ Baa1 credit rating, cites the ‘resilience and diversification of the local economy and robust institutional capacity’ as major factors along with its continued success in attracting foreign direct investment (FDI) and diversifying its export base away from traditional European markets to Asian and African nations. In line with the latest Budget, the Ministry of Finance and Economic Development expects the country’s real GDP growth to increase from 3.5% in 2014 to 5.3% in 2015. However, this will largely depend on the speed at which the Government and the private sector can implement the programme and initiatives announced and these are likely to be impacted by the recent financial scandals. The decision taken by the Government to set

up the Vision 2030 High Powered Committee under the Chairmanship of the Prime Minister is a positive step in this respect. The country urgently needs to continue to boost productivity and competitiveness while driving the economic reforms that will lead to recovery.

While Mauritius is still No. 1 in Africa for Ease of Doing Business, it has dropped 8 places in the World Bank rankings to 28th position in 2015. And while we have held on to our No.1 place in the Mo Ibrahim Index of African Governance, other countries are catching up and we should not rest on our laurels. Mauritius scores most poorly on its gender diversity on boards and according to the last World Bank Report on Observance of Standards and Codes (“ROSC”), only 2% of directors on listed companies are women, one of the lowest scores in the world. This is certainly an area that needs to be addressed.

In the latest Transparency International Corruption Perception Index 2014, we are ranked 54 out of 177, having dropped 2 places. It is therefore essential to continue to work at combating corruption and the perception of corruption in our country, as well as encouraging greater transparency and accountability. More than ever, if Mauritius is going to achieve sustained economic growth, it is necessary to establish and implement good corporate governance practices combined with effective leadership skills, underpinned by a strong ethical culture. This is one of the reasons why the MIoD has taken the lead, in collaboration with other key partners including the Joint Economic Council (“JEC”), the Mauritius Employers Federation (“MEF”), the Association des Hoteliers et Restaurateurs de l’Ile Maurice (AHRIM) and the Independent Commission Against Corruption (“ICAC”), to develop a voluntary private sector Integrity Pledge. The ‘Private Sector Anti-Corruption Task Force’ (“PACT”) is chaired by the MIoD.

We very much hope that the new Code of Corporate Governance, which has been developed during the last 12 months, will be published shortly and will encourage corporate Mauritius to review and continue to improve its corporate governance practices, enabling Mauritius to enhance its position in the global corporate governance rankings. The MIoD has participated actively in all the consultation sessions for the new Code and would like to recognise the work and the role of the National Committee for Corporate Governance in the work achieved to date. The financial scandals experienced in Mauritius over the last few months continue to reverberate around the world and are cause for great concern. It only serves to underline the need for greater corporate governance and oversight. Ultimately the directors must be accountable for their decisions and actions and thus director education is a priority.

Continued Growth

This year has seen another year of sustained growth at the MIoD with our membership increasing to 1156 members. Also, there has been an increasing demand for our training and education services, particularly in-house workshops, as well as ethics management, board evaluations and corporate governance assessments, and our Directors Register for the appointment of independent directors. While our Training Institute is often the most visible aspect of the work done by the MIoD, much work has been undertaken over the last few years to develop our Directors Services. The Forums, which are run by the MIoD, in collaboration with our partners and sponsors, are leading the way in terms of best practice guidelines, position papers and guides for directors. The Directors Forum, in collaboration with Pricewaterhouse Coopers (“PWC”), and the Audit Committee Forum, in collaboration with KPMG, have contributed greatly to the thought leadership on boards and the role of directors. This year we have launched the Business Council for Sustainable Development, in collaboration with the World Business Council for Sustainable

CHAIRPERSON’S STATEMENT (G4-1)


Development and Ecological Living in Action (“ELIA”), sponsored by Omnicane, with the objective of promoting sustainable development. The MIoD’s appointment as a certified GRI Training Partner, in collaboration with ELIA, and the launch of our GRI training programme this year, is also part of this same objective, helping companies to explore sustainability strategies and business models, tackling resource wastage and climate change, as well as new opportunities for growth. The MIoD is also working on the setting up of a Company Secretary’s Circle. I would like to take this opportunity on behalf of the MIoD to thank all those who sit on these Forums for their contributions and the time they give freely and generously to the MIoD, as well as to the sponsors.

During the year, the Board has reviewed the MIoD’s strategy and risks, and approved the 3 year Business Plan. An IT security audit was undertaken to safeguard the Institute’s data and information.

Responding to our members needs and remaining relevant through regular stakeholder engagement remains a clear focus. The MIoD also aims to increase our membership and diversify our revenue streams through a full range of corporate services, while ensuring we are accessible and affordable in order to achieve our overall objectives of promoting good corporate governance, best business practices, leadership and professional development. Since the Institute is now 7 years old, and our Training Institute 5 years old, and in the light of the impending publication of a new Code of Corporate Governance, the Board has decided to undertake a full review of the MIoD’s training and education programme in order to ensure the highest quality as well as remaining relevant. Dr Chris Pierce has been retained as the consultant to help us with this review.

The MIoD aims to be the leading membership organisation for directors and aspiring directors, providing quality training and education in corporate governance, ethics and best business practices. We continue to work with the IFC and the Ethics Institute of South Africa (EthicsSA) and take this opportunity to thank them for their invaluable support and the use of their training materials. Throughout the year, we have benefited from the expertise of a large number of high level international facilitators and speakers, as well as our local team of trainers, all of whom I would like to thank whole heartedly for their support.

The MIoD has set an objective to support Mauritius as a leading regional player by developing high quality international affiliations and in this respect we continue to play a leading role in the African Corporate Governance Network (“ACGN”), which now consists of 16 key African Institutes of Directors. The CEO of the MIoD was elected as the first chairperson of the ACGN and continues to serve in that role. The MIoD is also a member of the International Corporate Governance Network (“ICGN”) and the Global Network of Director Institutes (“GNDI”). The MIoD has this year contributed to and endorsed the GNDI’s Guiding Principles of Corporate Governance.

Continued Support and Appreciation

The MIoD remains a private independent not-for-profit membership organisation regulated by the Companies Act. The Institute is made up of individual members whom we are here to serve. Our latest membership survey shows a high satisfaction rate of over 91% and we thank all our members for their continued support.

Equally, the continued support of our Founders and Patrons has been crucial to the success of the MIoD. Without this support, the MIoD would have struggled to operate and achieve its objectives so far. And although we are growing and diversifying our revenue streams, the continued support of our Founders and Patrons is very important in order to continue our work. We gratefully acknowledge the commitment of all Founders and Patrons to the promotion of effective corporate governance and global business standards in Mauritius.

I take this opportunity to thank my fellow directors, who all serve on a voluntary pro-bono basis, for their hard work and commitment and I thank them for all their support during the past year. I would also like to thank the executive team of the MIoD, and particularly the CEO, for all their hard work and dedication to achieving the objectives of the Institute. It has been a great pleasure to chair the Board this year and to work with you all.

This is the MIoD’s third Annual Integrated Report, this year using the GRI G4 Guidelines. I wish you excellent reading.

Catherine McIlraithChairperson

Board Strategy Session.


OUR VALUES (G4-56)

IntegrityLeading Mauritian corporations and institutions to international best practice in corporate governance while upholding the highest ethical, moral and professional conduct.

ExcellenceAiming for excellence in all we do and being passionate about our values.

AccountabilityActing responsibly and demonstrating accountability for our decisions.

Knowledge and ForesightPromoting the learning and continuous development of our members and the acquisition of planning and transformational skills.

Teamwork and InnovationWorking together, in mutual respect, towards a common goal, recognizing that innovation comes from harnessing diversity.

TransparencyOperating in a fair and transparent manner and devoting time for the benefit of the Institute and its members.


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

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

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

Membership of the MIoD is individual and personal and there are 1156 members registered as at 30 June 2015.

DIRECTORS’ REPORT

• Engagement(withallstakeholders) • Professionalism(qualityandhighstandards) • Accessibility(cost) • Responsiveness(serviceandreactivity) • Openness(transparency) • Model(leadershipandintegrity) • Learningandsharing(knowledgeandinformation) • Innovativeandcreative(dynamic)

OUR VALUE DRIVERS

1.2. Activities of MIoDThe day to day affairs of the MIoD are managed by the Chief Executive Officer (‘CEO’) who is appointed by the Board. The CEO is also appointed as an Executive Director on the Board.

The Board meets regularly to review the activities of the MIoD, its business and the economic, environmental and social practices adopted by the MIoD. The governance dimensions of the MIoD are set out in the Corporate Governance Report on pages 32 to 40 of this report.

The MIoD’s activities can be classified into three broad categories namely Membership Services, Training and Education, and Directors’ Services. These activities are generally conducted solely in Mauritius but the MIoD does respond to ad hoc overseas requests.

The target market of the MIoD consists of directors, professionals and any other person wishing to know more about Corporate Governance and how to apply it within their organisations. Members are expected to abide by our Code of Conduct. The MIoD provides various membership services which include:

• MembershipCardwithdiscountsonvariousproductsandservices; • Quarterlyon-linenewsletter; • Websiteandanon-linedocumentationcentre; • ReciprocallinkswithotherinternationalIoDs; • Library; • AnE-Alertservice; • PriorityBookings; • DirectorsRegisterservice; • InformationandGuidanceservices;and • Specialmembers’events.

As part of its Training and Education activities, the MIoD runs the following workshops: a) TheDirectorDevelopmentProgramme(anannualseriesof12workshops); b) CorporateGovernanceBytesandLegalInsights; c) DirectorsSkillsTraining;and d) Chairperson and CEO’s Breakfast Forum.

Workshop with Carl Bates.


In addition, the MIoD provides a number of corporate services in these areas: a) BoardEvaluations; b) CorporateGovernanceAssessments; c) Directors’Search; d) EthicsManagement; e) InformationandAdvisoryServices;and f ) In-house Training.

The MIoD has initiated and runs several Forums and Councils:

The Directors Forum

The objectives of the Directors’ Forum, which is sponsored by PwC, are to: • Identifyissueswhichareofmostconcerntodirectors; • Producepositiondocumentsand,throughconsultationwithGovernmentandRegulators,contributetopolicydevelopment; • Bethevoiceforgovernanceanddirectors’issuesinMauritius; • Developguidanceongovernanceissuesfordirectors.

The Directors Forum has published 3 papers to date: • BestPracticeGuidelinesfortheAppointmentofDirectors • AnEthicsGuideforBoards • EngagingwithShareholders–AGuideforBoards

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

Bhagwansing Girish Dabeesing (Chairperson) Clairette Ah HenRichard ArloveSunil BenimadhuPrabha ChinienAruna CollendavellooJean Paul de ChazalPierre DinanGeorge DumbellGerard Garrioch

Michael Ho Wan KauRavin LamaGeorges Leung ShingCatherine McIlraithGiandev MoteeaMegh PillayAnita Ramgutty-WongBenu ServansinghAisha TimolJane Valls

The Audit Committee ForumThe Mauritius Audit Committee Forum was set up by the MIoD, in collaboration with KPMG, in June 2013. Its objective is to help Audit Committees in Mauritius, in both the public and the private sectors, to improve their effectiveness as an essential component of good Corporate Governance.

The Audit Committee Forum has published 2 position papers, namely: • PositionPaper1-BestPracticeGuidanceNotesforAuditCommittees • PositionPaper2-InteractionofAuditCommitteeswithInternalandExternalAuditors

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

The Members of the Directors Forum this year were:

Directors’ Forum launch of 3rd publication.


Business Council for Sustainable DevelopmentFollowing the signature of an MOU with the World Business Council for Sustainable Development (“WBCSD”) and Ecological Living in Action (“ELIA”), the MIoD and ELIA have launched the Business Council for Sustainable Development (“BCSD”), sponsored by Omnicane. The first meeting of the BCSD took place on 20 March 2015 and the BCSD has so far met 3 times. The Mission of the Business Council for Sustainable Development is to:

• Promoteprogresstowardssustainabledevelopment; • Further improvements in the management of environmental issuesbybusinessandindustry; • Implementbusinesssolutionsforsustainabledevelopment; • Disseminateinformationabout“bestpractices”identified; • Study relevant policy issues and ensure that the resulting considered views of business are fully taken into account by policymakers.

Georges Leung Shing (Chairperson)Varsha BishundatAlastair BryceJohn ChungJérôme de ChasteauneufPierre DinanVidula Darshini Doorgakant Maurice EnoufJean Michel FelixKhoymil Goburdhun

Anil GujadhurPaul HalpinFabrice KoenigCatherine McIlraithSanjay MolayeMadhavi Ramdin ClarkKwee Chow (Philise) Tse Yuet CheongSheila UjoodahJane Valls

The Members of the Audit Committee Forum this year were:

Mehran AbdouramaneEmmanuel AndréChitra BeekooSunil BenimadhuManjeet BucktowarsingEnrico ChadienRaj CowaloosurVincent d’ArifatSanju DeenapanraySophie Desvaux de MarignyAudrey d’Hotman de VilliersMohunraj DosieahRoger Espitalier Noël Louis Denis KoenigJocelyn Kwok

Tony LeePhilippe Le VieuxDonald Li FookBerty MalabarDamon PageVishnee PayenChanil PandooClaude PougnetMaga RamasamyRajiv RamlugonSid SharmaAnneloes SmitsmanAhmed TalebJane Valls

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

Launch by Dr Chris Pierce of the Audit Committee

Forum’s second Position Paper.

1st meeting of the Business Council for Sustainable Development.


Company Secretary’s CircleThe MIoD has signed an MOU with ABAX to sponsor this forum for Company Secretaries and it is planned to launch this new forum shortly with the support of ICSA.

Whistleblowing CouncilThe MIoD and Transparency Mauritius have signed an MOU to set up a Whistleblowing Council. The objectives of the Council are to: • Promotewhistleblowingwithintheprivatesector; • Analysetrendsandmakerecommendationsaccordingly; • Actasanadvisorycounciltorelevantstakeholders; • Raiseawarenessconcerningwhistleblowinginitiatives.

The Whistleblowing Council has met 4 times this year and is currently researching best practice guidelines for whistleblowing.

Jacques Dinan (Chairperson)Rajen BableeEddy Jolicoeur

Michael King FatJane Valls

The Members of the Whistleblowing Council are:

Private Sector Anti-Corruption Task Force (PACT)The MIoD is also working in close collaboration with the Joint Economic Council (“JEC”), the Mauritius Employers Federation (“MEF”), Transparency Mauritius (“TM”), the Association of Hotels and Restaurateurs (“AHRIM”) and the Independent Commission Against Corruption on the Private Sector Anti-Corruption Task Force (“PACT”), and with the Public Private Partnership Against Corruption (“PPPAC”) platform.

The PACT Working Group has now drafted the: • IntegrityPledge • TheBusinessCaseandWhyCompaniesShouldAdopttheIntegrityPledge • ThePACTProcess • AnAuto-EvaluationQuestionnairestilltobefinalisedfollowingtestingwith3companies • AnMOUtobefinalisedandsignedbythemainpartiesformingthePACTCouncil,namelyJEC,MEF,MIoD,TM,andAHRIM.TheMCCI and the Building and Civil Engineering Contractor’s Association (“BACECA”) have also been asked to join the PACT Council and we are awaiting a reply. Other associations may join as time goes on. The PACT Working Group is now awaiting the merger of the JEC and MEF in order to sign the MOU and move forward.

In the meantime, it has also been agreed that in order to ensure quality assurance and a transparent “arm’s length” procedure, an outside independent company should be contracted to process and validate all applications for the Integrity Pledge. In this respect SGS has been approached and discussions are underway.

Discussions have also taken place with the Ethics Institute of South Africa and it has been agreed in principle that their CEO, Prof Deon Rossouw, will sit on the PACT Council as an independent director.Discussions are also underway with The Center for International Private Enterprise (CIPE) for potential seed funding and sponsorship of PACT, thus giving PACT and the Integrity Pledge an international accreditation. CIPE would provide technical assistance and advice on best practice to the PACT Council.

MIoD Jane Valls (Chairperson)MEF Pradeep Dursun MEF Isabelle Ferriere (Secretary up to 6 March)AHRIM Jocelyn Kwok Tin Siong Yen BCE Ltd Eric Lisis CIM Renu Audit CIM Global Business Poubasini VythelingumEthicsSA Prof Deon Rossouw GML Olivier DecotterGML Sebastien La Hausse de Lalouvière

ICAC I Jheenhut ICAC Nandita Devi Suneechur JEC Raj Makoond Mauritius Bankers Association Aisha Timol MCCI Faeeza IbrahimsahMauritius Telecom Vishnu Beedasy Mauritius Union Group Harry Bansroopun TERRA Gérard Bouic Transparency Mauritius Rajen Bablee

Members of the PACT Working Group


The MIoD is a member of the Mauritius Employers Federation (‘MEF’). The MEF is a non-profit making organisation and officially represents employers vis-à-vis the Government and the trade union movements at the sectorial, national and international levels.

The MIoD has restructured its team focusing on three key service areas, namely – Membership Services, Training and Education, and Directors Services. We have this year recruited 3 service executives to head these sections. Also in order to focus on our core competencies, we have outsourced the finance and accounting function to Cays Associates, the IT services to Harel Mallac Technology and the company secretary services to Navitas Corporate Services Ltd.

The MIoD also has recourse to a pool of facilitators, based locally and from overseas, to deliver its training workshops. 37% of our public workshops have been run by overseas facilitators during this financial year.

Kim AndersenPatricia Day-HookoomsingPrakash (Sanju) DeenapanrayBenoit MaingardZarina Moorad

Anneloes SmitsmanJane VallsFrancoise WhiteBruneau Woomed

LOCALFACILITATORS

All our local facilitators are invited to regular training updates and we have conducted training of trainers workshops this year on board evaluations, corporate sustainability and the proposed new Code of Corporate Governance.

All our local facilitators are invited to regular training updates and we have conducted training of trainers workshops this year on board evaluations, corporate sustainability and the proposed new Code of Corporate Governance.

1.4. Stakeholders (G4-DMA, G4-EC9, G4-HR6, G4-SO1, G4-24, G4-26, G4-27)The MIoD values the benefits derived from stakeholder engagement and endeavors to maintain close proximity with key stakeholders. The MIoD actively engages with its stakeholders to receive their input in the design, implementation, monitoring and evaluation of policies and programmes. We thus undertake regular membership surveys, ethics risk assessments and on-going evaluations of our training programmes in order to identify and address issues that are relevant to our stakeholders, and also to engage our stakeholders in assessing MIoD’s performance, risks and opportunities. The MIoD’s various Forums and Councils also provide opportunities for our stakeholders to contribute their knowledge and experience as well as sharing their views with the MIoD on key issues. Regular one-to-one meetings with Founders and Patrons, regulators, key partners, suppliers and other stakeholders are organised to seek their views and collaboration. Stakeholders are prioritised by the impact they have on the company or the company has on them. All stakeholders suggestions and concerns are addressed on an ongoing basis and regularly reported to the Board. The main stakeholders and the modes of engagement are set out below:

MIoD Team.

Francoise White Benoit Maingard

1.3. Employees (G4-10)As at 30th June 2015, the MIoD’s workforce consisted of 7 female employees, with ages ranging from 25-60 years. All of the employees of the MIoD are Mauritian and they are employed on permanent full time contracts.


Stakeholders

Founders & Patrons

Members

Corporate Sector – Private and Public

The Community

Forums & Councils

Board & Committees

Policy Makers & Regulators

Kindred Organisation & Partners

Management & Employees

Suppliers

The Media

Engagement Mechanism

One-to-one meetings, training events, networking events, newsletter, surveys,

social media, focus groups, Forums & Councils

Annual Meeting of Members, newsletters, surveys, training events, networking

events, social media, email, focus groups, Forums & Councils

One-to-one meetings, training events, advertisements, networking events,

social media, newsletter, surveys, focus groups, Forums & Councils

Advertisements, networking events, social media, newsletters, surveys, focus

groups, Forums & Councils

Regular meetings, focus groups, training events

Board & Committee meetings, Management reports, one-to-one meetings with

directors, Board evaluation, Forums & Councils


social media, newsletters, surveys, focus groups


social media, newsletter, surveys, focus groups, Forums & Councils

One-to-one meetings, training events, social media, newsletter, surveys, staff

meetings, performance evaluations, Forums & Councils

One-to-one meetings, social media, newsletter, surveys, focus groups

One-to-one meetings, advertisement, training events, social media, newsletters

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

• Theactorswhoproduceanddeliveraparticularservice(e.g.trainingmoduleorcorporatecapacitydevelopment)tofinalconsumers(e.g. membersandnon-membersofMIoD); • Theenablingbusinessenvironmentwhichisthesetofcriticalfactorsandtrendsthatshapethesupply-chainenvironmentandoperating conditions.ThecriticalfactorsandtrendsaredeterminedbyinstitutionsthatformpartofthecohortofMIoD’sstakeholders;and • Theinputfromserviceprovidersthatprovidetheservicesthatsupport,orcouldpotentiallysupporttheoverallefficiencyofthesupply chain.

Certificate of recognition presented to new Patron, Alteo.


• LAWSANDCODES–CompaniesActandallotherrelevantandapplicablelegislations;CodeofCorporateGovernance

• GOVERNMENT–MinistryofFinancialServices,GoodGovernanceandInstitutionalReform,MinistryofFinanceand

other ministries

• REGULATORS – Registrar of Companies, Bank of Mauritius, Financial Services Commission, Financial Reporting

Council, Stock Exchange of Mauritius

• NCCG–NationalCommitteeonCorporateGovernance

• MQAANDHRDC–MauritiusQualificationsAuthorityandHumanResourcesDevelopmentCouncil

• GRI–GlobalReportingInitiative

• IFC/WB/GCGF–InternationalFinanceCorporation,WorldBank,GlobalCorporateGovernanceForum

• ETHICSSA–EthicsInstituteofSouthAfrica

• ICAC–IndependentCommissionAgainstCorruption

VALUECHAIN

SUPPLYCHAIN

ENABLINGFACTORS:

MIoDTRAINERS

FACILITATORS

PARTNER

ORGANISATIONS

MEMBERSFOUNDERSAND

PATRONSCLIENTS

• SUPPLIERS (venues, banks, insurance companies, printers, landlord, sponsors, advertising agency, PR agency,

accountants, external auditor, IT service providers, consultants and advisers)

• FORUMS – Directors Forum, Audit Committee Forum, Business Council for Sustainable Development (BCSD),

Company Secretary’s Circle, Whistleblowing Council

• TRAININGPROVIDERS– IFCGlobalCorporateGovernanceForum,EthicsSA,GRI,PwC,EY,BDO,BLCChambersand

other ad hoc international external providers

• PARTNER ORGANISATIONS – ACCA, AHRIM, Competition Commission, ELIA, Global Finance, IIA, ICAC, ICSA, JEC,

MACOSS, Mauritius Bankers Association, Maurice Ile Durable, MCCI, MEF, MIPA, OPSG, Transparency International,

Young Presidents Organisation and regulators, tertiary institutions and international chambers of commerce.

• KINDRED ORGANISATIONS – African Corporate Governance Network, Global Network of Director Institutes,

International Corporate Governance Network and other Institute of Directors

• MQA-MauritiusQualificationsAuthority

• HRDC–HumanResourceDevelopmentCouncil

BUSINESSANDSERVICEPROVIDERS

The value chain has been mapped using in-depth knowledge of our market and by keeping in close proximity with all the stakeholders as follows (G4-12, G4-13, G4-15, G4-16):

The MIoD has adopted a ‘Procurement Policy’, which has been reviewed this year, to ensure that all procurement activities carried out by the MIoD:

• providebestpossiblevalue; • areconductedinafair,objectiveandtransparentmanner; • arecompliantwithallrelevantlegislationandanyotherrelatedpolicies; • usebestpracticeintheapplicationofethicalstandards;and • areconsistentwiththeMIoD’sVision,MissionandValues.


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

For some events, and where a local capacity gap exists, the MIoD has recourse to overseas facilitators to bring best practice to Mauritius. The MIoD has this year assessed the geographical spread of its procurement practices and 85 % of our procurement budget is spent on local suppliers.

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

Local Partners include:

ABAXACCA Association of Restaurateurs and Hotels in Mauritius (AHRIM)Bank of MauritiusBDOBLCChambersCompetition CommissionELIA

ESSEC EYFinancial Reporting Council Financial Services CommissionGlobal FinanceHay GroupInstitute of Internal Auditors ICACICSAJECKPMGMACOSSMauritius Employers FederationMauritius Institute of Professional AccountantsNationalCommitteeonCorporateGovernanceOmnicaneOfficeofPublicSectorGovernancePwCRegistrar of CompaniesStock Exchange of MauritiusTransparency MauritiusYoungPresidentsOrganisation

Company Secretary’s CircleTraining, ACGNPrivate sector anti-corruption initiativeTrainingTrainingTrainingTrainingTraining, ecological footprint and sustainability reporting, GRI Training Partner and Business Council for Sustainable DevelopmentTraining, ACGNTraining, ACGNTrainingDirectors ForumTrainingResearchTraining, Audit Committee ForumPrivate sector anti-corruption initiative and trainingTraining, Company Secretary’s CirclePrivate sector anti-corruption initiativeAudit Committee ForumTrainingPrivate sector anti-corruption initiativeTrainingCode of Corporate GovernanceBusiness Council for Sustainable DevelopmentTrainingAnnual Reporting Awards, Directors Forum and trainingDirectors Forum and trainingSustainability IndexWhistleblowing CouncilTraining

Joint MIoD-ACCA workshop.


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

African Corporate Governance NetworkAfrican Peer Review MechanismAsian Centre for Corporate Governance and SustainabilityAustralian Institute of Company DirectorsBrazilian Institute of Corporate GovernanceCaribbean Corporate Governance InstituteClem SunterEgyptian Institute of DirectorsEthics Institute of South Africa GNDIGlobal Governance Services LtdGRIHong Kong Institute of DirectorsICGNIFC Global Corporate Governance ForumInstitut Français des AdministrateursInstitute of Corporate Governance EthiopiaInstitute of Corporate Governance of TunisiaInstitute of Corporate Governance of UgandaInstitute of Directors KenyaInstitute of Directors in MalawiInstitut Marocain des AdministrateursInstitute of Directors MozambiqueInstitute of Directors NigeriaInstitute of Directors Southern Africa Institute of Directors in TanzaniaInstitute of Directors of ZambiaInstitute of Directors Zimbabwe Institut Français des Administrateurs OECDPMN GlobalSingapore Institute of DirectorsTomorrowTodayVerlion Pte LtdWinning Edge

Collaboration, training, researchMauritius peer reviewReciprocal arrangementsReciprocal arrangementsReciprocal arrangementsCapacity building and supportTrainingReciprocal arrangements, ACGNMOU for training, research and sharing information, ACGNPolicy and researchTraining TrainingReciprocal arrangementsConferences, policy and researchMOU for training Training Reciprocal arrangementsReciprocal arrangements, ACGNReciprocal arrangements, ACGNReciprocal arrangements, ACGNReciprocal arrangements, ACGNReciprocal arrangements, ACGNReciprocal arrangements, ACGNReciprocal arrangements, ACGNReciprocal arrangements, ACGNTraining and International Conference; Reciprocal arrangements, ACGNReciprocal arrangements, ACGNReciprocal arrangements, ACGNReciprocal arrangements, ACGNTraining and Reciprocal arrangementsGuidelines on Corporate Governance of State-Owned EnterprisesTrainingTraining and Reciprocal arrangementsTrainingTrainingTraining

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

As a leading organisation promoting corporate sustainability, we consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic, social and environmental fronts. This is important on two counts, namely: (1) the increasing awarenessintheMauritianpublicandprivatesectorformainstreamingthethreepillarsofsustainabledevelopment;and(2)therecognitionthat corporate sustainability can be a significant comparative advantage and differentiation strategy. The CEO of the MIoD has been appointed as member of the Mauritius Sustainability Index Supervisory Committee.

Mauritius already has an ‘enabling’ environment which is conducive to the adoption of sustainable business practices by businesses. Indeed the National Code of Corporate Governance, which was launched in 2004, recommends that relevant entities move to ‘Triple Bottom Line’ reporting, that is reporting on economic, environmental and social aspects. In addition, a number of important corporate players in Mauritius have subscribed to the UN Global Compact reporting framework and are adopting the GRI framework for Integrated Reporting.

As an integral part of the MIoD strategy, we have signed an MOU with Ecological Living in Action (ELIA) to act as technical consultants to the MIoD and to collaborate on training, research and the promotion of sustainability initiatives. The MIoD, together with ELIA, have also been appointed as a GRI Training Partner and has now finalised the certification of its training materials. The first GRI certified workshop was held on 8 July 2015. The GRI G4 Guidelines itself were formally launched in Mauritius on the 5 November 2013 with the sponsorship of Omnicane. The MIoD has also this year signed an MOU with the World Business Council for Sustainable Development, in collaboration with ELIA, and has set up a Business Council for Sustainable Development in Mauritius, sponsored by Omnicane (see page 17 for more information).


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

• 2012/13-CalculationoftheecologicalfootprintoftheMIoD • 2013/14-PreparationofthefirstIntegratedReportoftheMIoDbasedontheGRIG3.1framework • 2013/14-IdentificationofthefollowingareaswheretheMIoDneededtoworkontomitigateitsenvironmentalimpacts: • Foodservedduringtrainingworkshops • Consumables • Wastemanagement • 2013/14-PreparationofthesecondIntegratedReportoftheMIoD • 2014/15-PreparationofthethirdIntegratedReportoftheMIoDusingtheGRIG4Guidelines

The MIoD’s 2014 annual report has thus been prepared in accordance with GRI G4 Guidelines. This Integrated Annual Report continues to be part of our objective to be a role model of good Corporate Governance and best practice and to use it as a strategic tool for fostering leadership in corporate governance. The MIoD recognizes that it operates within a social and economic environment and that its long term interest is to conduct itself as a “responsible corporate citizen”. For its ecological footprint, the MIoD has worked with ELIA, our technical adviser. The Footprint Report for 2014-15 is available on our website www.miod.mu under the section ‘Integrated Annual Report 2014-15’ on the homepage. The MIoD will apply for GRI G4 certification and will continue to improve its Integrated Reporting based on the feedback obtained from stakeholders and in line with best practice.

Our full Sustainability Report can be found on page 41 of this report.

Workshop on Coporate Sustainability. Workshop with Maggie Gorse.


VISIONOurVisionistobethepreferredprofessionalorganisation for directors and aspiring directors as well as business leaders and young professionals providing a forum to learn, share and develop.


2014/15

Surplus AccumulatedFund

Rs. 2,737,638 Rs. 7,853,919

2013/14

Surplus AccumulatedFund

Rs. 340,982 Rs. 5,116,282

2014/15 2013/14

75%Male

1002Total number

of active members

56%Percentage ofmembers who

are directors

89%Membership

Retention since 2008

25%Female

98%Customer Satisfaction Rate

73%Male

1156Total number

of active members

63%Percentage ofmembers who

are directors

84%Membership

Retention since 2008

27%Female

91%Customer Satisfaction Rate

Members Networking Event.

2. The MIoD’s Strategy

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

(a) assuring the long term sustainability of the Institute (b) establishing the legitimacy of the MIoD (c) attracting non-Directors, Associates and members from the Public Sector, as well as seasoned Directors (d) maintaining existing Founders and Patrons and attracting new Patrons

The results achieved in the financial year 2014/15 under each keychallenge and critical issue are hereafter discussed in more detail.

3. Assuring the Long Term Sustainability of the Institute

3.1. Financial Performance and Reserves

Our members’ survey and stakeholder engagement sessions show that members’ satisfaction is overall very high at 91% but we notice a drop in satisfaction rates from last year and need to pay close attention to this in the coming year. In our aim to be customer driven and responsive, members’ feedback is greatly valued and very useful for reviewing the services we offer.

Our members continue to benefit from discounts on products and services via their Membership Card with a growing number of companies becoming affinity partners.

Our surplus this year is above target, largely due to the sustained demand for training, and our accumulated funds continue to increase. Accumulated funds have been placed on fixed deposits with the Mauritius Post and Cooperative Bank and are regularly reviewed by the Audit Committee.

3.2. Increasing Membership

The MIoD held 4 members networking events during the year including our Annual Members Meeting, with Maggie Gorse as our guest speaker. Our thanks go to Grays for all their sponsorship of these events.

Membership continues to grow satisfactorily and has increased by 15% reaching 1156 active members, which is 96% of our target for the year.

Membership retention, since the inception of the MIoD, stands at 84%. We have seen a slight drop in retention this year with more members moving overseas (22%) and especially because of the more difficult economic climate (70%).

4 members have been de-registered this year as a result of breaching the MIoD’s Code of Conduct.

The percentage of our members who are directors has increased to 63% as our membership has grown and we continue to focus on the recruitment and nurturing of aspiring directors and young professionals who will be the directors of tomorrow.


2014/15 2013/14

763Participants

at public workshops

38Number of in-house

workshops

1117Participants at in-house workshops

1126Participants

at public workshops

40Number of in-house

workshops

850Participants at in-house workshops

39Number of public

workshops

43Number of public

workshops

256Number of

members on the Directors

Register

18Number of Directors Searches

539Number of

members on the Directors

Register

18Number of Directors Searches


Following on from the strategic review of the membership criteria undertaken by the Membership Committee and ratified at the Annual Members Meeting 2014, the MIoD has put in place this year the new criteria and new benefits for members. Associate members now benefit from payment of fees in 2 instalments, free group mentoring sessions, and one free half day training workshop. Members now benefit from one free 2 hours workshop on business ethics and Fellows benefit from free membership of the 20/Vin Wine Club, exclusive FellowsNetworking Events and a special day pass at Angsana Balaclava Hotel.

3.4.ActivelyparticipatingintherevisionoftheNationalCodeofCorporate Governance

The National Code of Corporate Governance (‘Code’) was first published in 2003 by the National Committee on Corporate Governance (“NCCG”). The MIoD’s main objective is to promote effective corporate governance principles as espoused in the Code and has fully supported the efforts of the Ministry of Finance, and more recently the Ministry of Financial Services, Good Governance and Institutional Reform, as well as the NCCG, to revise the Code.

This process came to fruition in May 2014 with the appointment of an international expert in Corporate Governance, Dr Chris Pierce, to assist the NCCG to revise the Code. The MIoD has been represented by its CEO on the ‘Board and Directors’ subcommittee set up in the context of the revision, and the MIoD, its directors and the Directors Forum have participated fully in the revision process. It is hoped that the proposed new Code will be published in this calendar year.

4. Legitimacy of the MIoD

4.1. Being a Role Model by setting high standards and implementing best practiceAgain this year, although there is no legal requirement to do so, the Corporate Governance Report of the MIoD has been reviewed by the external auditors to assess the extent of compliance with the Code.

The MIoD was also among the first companies in Mauritius to produce its Annual Report in compliance with the Guidelines of the Global Reporting Initiative. This is therefore our 3rd Annual Integrated Report, this year using the latest GRI G4 Guidelines.

The MIoD has been mandated to lead the voluntary private sector initiative, in collaboration with the Joint Economic Council, Mauritius Employers Federation and ICAC, to combat corruption in Mauritius, known as PACT (Private Sector Anti-Corruption Taskforce) which is currently working on an Integrity Pledge to be adopted by the private sector. For more information, see page 18.

4.2. Being a Credible and Recognised Voice for DirectorsThe MIoD aims to provide a platform and a voice for directors though its various Forums and Councils described on pages 16 to 18. These include:

• TheDirectorsForum • TheAuditCommitteeForum • TheBusinessCouncilforSustainableDevelopment • ThePrivateSectorAnti-CorruptionTaskforce • TheWhistleblowingCouncil • TheCompanySecretaryCircle

More information on the above mentioned forums and councils can be found on the website of the MIoD www.miod.mu

This year the MIoD has for the first time, collaborated with the Hay Group for a survey on Directors Remuneration with a total of 59 companies being surveyed. The survey is designed to provide participating companies with a detailed analysis of Directors’ remuneration and board composition across a wide range of companies in Mauritius. The survey report also provides participants with a comparison of local Directors’ pay practices and both European and Asian trends. The survey report was made available to the participating companies on 28 July 2015.

3.3. Diversifying Revenue Streams The MIoD has increased its service offering and our revenues this year have diversified. While the demand for public workshops has remained high, we have also seen a substantial increase in the demand for in house workshops. The demand for board evaluations, corporate governance assessments and ethics awareness and management is also increasing.

Another innovative service provided by the MIoD is the Directors’ Register (the ‘Register’) which enables companies to find suitable independent directors for their boards. It is made up of Members and Fellows of the MIoD who are senior executives or directors from cross sections of industries and professions. This is a free service for Members and Fellows and allows them to promote themselves as a potential independent director to sit on the boards of other organisations. There is a small fee for companies who wish to undertake a search, but a free search is offered to our Founders and Patrons, and to registered NGOs as part of our Corporate Social Responsibility.

We currently have 539 members (+110% VLY) on the Register and 18 director search requests were received during 2014-15, in line with the same number last year.


Institute of Directors in Egypt Institute of Directors EthiopiaInstitute of Directors in GhanaInstitute of Directors Ivory CoastInstitute of Directors KenyaInstitute of Directors in MalawiMauritius Institute of DirectorsInstitut Marocain des Administrateurs Institute of Directors MozambiqueInstitute of Directors in NigeriaInstitute of Directors in Southern AfricaInstitute of Directors in TanzaniaInstitute of Corporate Governance in TunisiaInstitute of Corporate Governance of UgandaInstitute of Directors of ZambiaInstitute of Directors Zimbabwe

MembersandAffiliateMembersoftheAfricanCorporateGovernanceNetwork:

2014/15

1976 Total number of participants

attending workshops

94% Customer

Satisfaction with training workshops

2013/14

1880 Total number of participants

attending workshops

90% Customer

Satisfaction with training workshops

ACGN meeting in Lagos.

4.3.BeingaLeadingRegionalPlayer(G4-15)

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

New potential members and affiliates include:

• AfricanSecuritiesExchangeAssociation • InstitutSenegalaisdesAdministrateurs • IoDAlgeria

The Secretariat is provided by the NEPAD Business Foundation and Webber Wentzel act as pro-bono legal advisers. Other collaborators include:

• AfricaMatters • AfricanPRAssociation(APRA) • ESSECBusinessSchool • EY • IFC • IR • StandardBank • WorldBank • OldMutual

The prime objective of the ACGN is to develop institutional member capacity for enhancing effective corporate governance practices, building better organizations and corporate citizens in Africa. The ACGN is undertaking this year a survey on corporate governance in 15 African countries, sponsored by EY, and aims to become a repository of information on corporate governance in Africa, while providing policy makers and market participants with an important forum to exchange experiences and best practices aimed at addressing ongoing corporate governance challenges in Africa. More information can be found on the ACGN website www.afcgn.orgThe ACGN meets twice per annum and is currently chaired by the CEO of the MIoD.

4.4.Beingrecognisedastheleadinginstituteforqualitytrainingand education in corporate governance (G4-15)

The MIoD, together with the Institute of Directors of Southern Africa (IODSA), have thus jointly spearheaded the setting up of the African Corporate Governance Network (ACGN), with the support of the NEPAD Business Foundation (NBF) and the International Finance Corporation (IFC). The ACGN, which was officially launched on 16 October 2013 in Mauritius, now has 16 Institutes of Directors as members from 16 countries in Africa.

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

The MIoD collaborates with the IFC on all corporate governance training using their Board Training Leadership materials and all our local trainers are trained by the IFC to deliver these materials. The MIoD also has an MOU with the Ethics Institute of South Africa (EthicsSA) to deliver Business Ethics workshops and all the materials are provided by EthicsSA and all our local trainers are approved by EthicsSA. To date over 850 participants have attended our Director Development Programme.

Affiliate members also include:

• ACCA • EthicsInstituteofSouthAfrica • FITCNigeria • ICSA(Uganda) • InstituteofCorporateGovernance(Nigeria)


Year

2014-2015

2013-2014

2012-2013

2011-2012

2010-2011

2009-2010

Public

Workshops

43

37

43

37

25

4

In House

Workshops

40

36

12

8

0

0

Participants

1976

1716

1875

1025

852

160Clem SunterKeith CoatsRay de VilliersMike SaundersProf Nan van den BerghNejolla KorrisAlison Dillon Kibirige

Moi Kok WahProf Deon RossouwMaggie GorseDr Chris PierceBert van WalbeekCarl Bates

International trainers and facilitators who have visited Mauritius and run workshops for the MIoD this year include:

Keith Coats

Bert van Walbeek

This year, the MIoD initiated a series of Legal Insights in collaboration with BLC Chambers, the objective being to update participants on the key elements of local laws. Topics covered to date include Corporate Insolvency, Human Resource Management, Social Media, Data Protection, Intellectual Property, Cyber Crime and Competition Law. This year for the first time, we also ran a 3 day workshop for directors, entitled “The World of Directorship” facilitated by Dr Chris Pierce.

The MIoD collaborates with many kindred organisations to run tailored training workshops and, this year, this includes ACCA, Global Services, Mauritius Institute for Professional Accountants and the Institute of Internal Auditors.

In line with our programme on Business Ethics, we have run again this year a 5 days workshop to train Ethics Officers. To date the MIoD has trained 46 Ethics Officers in Mauritius.

All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD. The feedback obtained from the participants ranges from the content of the training, the course material provided, the performance of the trainers, the suitability of the venue and future topics for workshops.

Our library continues to grow as does our book ordering service.

Training – both public and in-house workshops – has contributed a surplus of Rs 5,434,761 in this financial year which represents 61% of the total MIoD revenues.

All trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved, any recommendations for improving the workshop, the course content and the materials for the next occasion and any other useful feedback.

The feedback is monitored by the CEO of the MIoD as well as the Education Committee of the MIoD. Changes are brought to the workshops run by the MIoD in the light of the feedback received. Suggestions for new topics are fed into the Training Calendar. All facilitators receive a copy of the participants’ feedback.

While the satisfaction rate of our workshops remains high, after 7 years it is time to review our Training and Education Programme and the way it is delivered. The MIoD believes that effective director and governance training programmes can exponentially improve national capacity to achieve wider adherence to corporate governance

best practices, and while the MIoD has created a niche in corporate governance, business ethics, corporate sustainability and director training, we need to innovate. At the same time, the Mauritius Code of Corporate Governance, published in 2004, is being revised this year and our training content will need to be updated to reflect the changes in the new Code. It is thus time to invest for the future and, with this in mind, the MIoD has appointed Dr Chris Pierce as its consultant to undertake a full review of our training and education programme. An initial stakeholders meeting was held on 26 May 2015 to obtain feedback from a variety of stakeholders including members, Founders and Patrons, partners, kindred organisations and regulators.

The MIoD has been appointed as a GRI Training Partner and together with our technical partner, ELIA, has launched a series of GRI workshops.

In line with our training and education objectives, as well as our sustainability programme, the MIoD will be testing a paperless environment over the next few months. The MIoD has signed and MOU with DCDM in this respect.


2014/15

1:5Retainer

Spend: MediaCoverage

1:14Retainer Spend:

Advertising Value

Equivalent

2013/14

1:12Retainer

Spend: MediaCoverage

1:51Retainer Spend:

Advertising Value

Equivalent

Clem Sunter

4.5. Increasing our Visibility and Building on our Existing Good Reputation

Media coverage refers to articles and interviews relating to the MIoD that are published in the local media. The Advertising Value Equivalency measures how much the same media coverage would have cost the MIoD if it had been paid advertising instead.

We continue to build our reputation and brand through our sustained interaction with the media and our robust press, online and social media presence. 19 articles on the MIoD have been published in the media during this financial year.

We have produced 4 on line members’ newsletters this year and also started an E-Alert service for members to update them on legal and relevant information that may impact on their business or board duties.

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

5.1. Widening the scope of our services beyond corporate governanceandprovidingmoreskillstrainingandaLeadershipProgrammeDuring the year under review, the MIoD has continued to run an in-house strategic Leadership Programme in collaboration with TomorrowToday, which focuses on the leadership skills needed to survive and thrive in today’s world which are very different from those of a generation ago. TomorrowToday has been in operation for over 10 years and specializes in delivering strategic insights, packaged in the form of presentations, workshops and leadership development programmes. They have offices in South Africa, UK and Asia (Hong Kong) with a highly skilled team that has an exceptional depth of knowledge and breadth of international experience, working with clients in over 25 countries around the world.

We have also run several in house workshops with Clem Sunter on 21st Century megatrends and the latest global economic scenarios, flags and probabilities together with the best responses to them and a corporate strategic planning methodology. These workshops continue to be highly successful with local companies.

5.2. Reaching out to the Public Sector

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

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

6. Maintaining existing Founders and Patrons and attracting new Patrons

We are pleased to report that our 15 Founders have continued to support the MIoD during the year and that the number of Patrons has this year increased to 25, demonstrating the commitment of corporate Mauritius to uphold the principles of good corporate governance. We thank all of them for their support which enables the MIoD to keep its membership fees at such a reasonable level and to offer other directors services.

7. Annual Report

With the introduction last year of a new Practice Direction (No. 2 of 2014) issued by the Registrar of Companies (the “Registrar”) on 30 May 2014, updated in 2015, now authorising Mauritian companies to send their annual report to its shareholders in any readable electronic format, where the shareholder provides such consent, the MIoD has offered this option to all its members. To date approximately 487 members have chosen this more environmentally friendly option of receiving the MIoD Annual report in an electronic format which is in line with the MIoDs’ sustainability programme.

8. Outlook

The outlook for the MIoD continues to be positive as membership grows steadily and the demand for our services remains strong. The MIoD will continue to innovate and engage with stakeholders in the coming financial year through our Forums and Councils, and especially with the new Company Secretary’s Circle.

We have embarked upon some research this year – both at the local level, with the Directors Remuneration Survey, and at regional level, with the African Corporate Governance Network baseline study on corporate governance in Africa – and this is an area where we see more focus in the coming years, as well as keeping our members up to date with changes in legislation and regulations around the world. We look forward to the publication of the new Code of Corporate Governance which will also give rise to providing more information and training for our members once the new Code is launched. The work which continues on the voluntary private sector Integrity Pledge will also be a key focus for implementation in the coming financial year.

Signed on behalf of the Board

Equally the demand for other regular specialist international facilitators, such as Bert van Walbeek from Winning Edge and the Risk Prevention, Crisis Management and Business Continuity Planning seminars, continues to steadily increase.

Mrs Catherine McIlraithChairperson

Date: 12 August 2015

Mr Jean-Pierre Lim KongDeputy Chairperson and Chairperson of the Audit and Risk Committee


MISSIONOur Mission is to champion best businesspractices and effective corporate governance, supporting Mauritius as a regional leader, and to be the voice of Directors, through training and certification programmes, workshops and networking events, advocacy, research and thought leadership, reaching out to both private and public sector enterprises.


CORPORATE GOVERNANCE REPORT

Annual Members Meeting.

MIoD Board Members.

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

Although The Mauritius Institute of Directors (the ”MIoD” or the ”Company”) is not a Public Interest Entity as defined by law, in accordance with its mission statement, the Company is committed to applying the principles of good corporate governance. The MIoD sees effective corporate governance as a performance driver and not simply as a compliance function and thus aims to be a model of good corporate governance, embedding the principles of the Code of Corporate Governance in its strategy and day to day operations.The MIoD has complied with all key aspects of the Code of Corporate Governance with one exception and that is the number of Executive Directors. Given that the Company has less than 10 employees and one senior executive, the Board considers that it functions effectively with only one Executive Director, namely the Chief Executive Officer (the “CEO”).

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

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

2. Governance Framework

The Board assumes full responsibility for leading and controlling the organisation and meeting all legal and regulatory requirements. The Board sets the tone of the organisation, determines the organisation’s Mission, Vision, Values and strategy as well as evaluating the economic, environmental and social performance of the company.The MIoD’s governance framework reflects its fundamental respect for the principles of good governance and its aim to be a model of good governance.

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

• Constitution • BoardCharter • CodeofConduct • PoliciesandProcedures • OrganisationalChart

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

3. Corporate Details and Holding Structure

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

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

The constitution of the MIoD provides inter alia that:

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

3.2. the monies collected shall be applied for the payment of the debts and liabilities of the Company and the payment of the costs, charges andexpensesassociatedwiththewindinguptheCompany;and

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

4. The Board

The MIoD Board has a unitary structure (one tier). As at 30 June 2015, the Board of the MIoD comprised 12 directors (8 men and 4 women) of whom 10 were independent directors, 1 was a Non –Executive Director and 1 was an Executive Director, namely Mrs Jane Valls.

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

The Board assumes the responsibilities for succession planning and for the appointment and induction of new directors to the board. The Constitution of the Company provides that, with the exception of the CEO, every other director shall be eligible for reappointment for a maximum of five consecutive years. In line with the Code, all directors who meet the eligibility criteria stand for re-election at the Annual Members Meeting on the recommendation of the Nomination and Membership Committee. The Nomination and Membership Committee annually reviews the skills, competencies and experience required to enable the Board to function efficiently as well as the profile of the directors eligible for re-election. Their contribution to meetings of the Board and its committees as well as their willingness to stand for re-election is also considered.

Pursuant to such review, the Nominations and Membership Committee recommended that the following directors were considered for re-election at the Annual Members Meeting on 25 September 2014:


“The Board of Directors met 8 times during the year under review. In January 2015, the Board held its annual strategic review of the MIoD and approved the revised Strategy and 3-year Business Plan to ensure the MIoD continues tomeetitsVision,MissionandObjectivesinlinewiththeCompany’s Values. The Board has received regular reports fromtheCEOontheactivitiesoftheCompany.TheBoardhas also received regular reports from the chairpersons of the various Committees. Board deliberations were characterised by open and frank discussions and provided a forum for challenging and constructive debates.”

Catherine McIlraith (Chairperson - Board)

Directors

Catherine McIlraith

Jean Pierre Lim Kong

Dr. Sidhartha Sharma

Tahen Kumar Servansing

Heba Capdevila-Jangeerkhan

CIEL

√

CIM

√

LGIL

√

MDIT

√

RHT

√

TSIL

√

1. Heba Capdevila-Jangeerkhan 2. Patricia Day-Hookoomsing 3. Catherine McIlraith 4. Bryan Gujjalu 5. Jean Pierre Lim Kong 6. Ricardo Freyneau 7. Sidhartha Sharma 8. Olivier Decotter 9. Ravin Lama

As regards the two remaining vacancies on the Board, the Nominations and Membership Committee recommended that candidates with experience in the Global Business Sector or the Public Sector, with a legal, human resource, IT or commercial background be considered for election as director of the Company. The candidates should also have a good knowledge of corporate governance. A notice inviting members to apply for consideration as director of the Company was issued on 19 May 2014. In line with the MIoD’s nomination procedures, at the Annual Members Meeting on 25 September 2014, 2 new independent directors were elected, namely Mr Ben Lim and Mr Benu Servansingh, filling the 2 Board seats vacated by Mr Richard Wooding, who stepped down for professional reasons on 15 January 2014, and Mr James Benoit, who had completed his 5 year term of office as per the MIoD Constitution.

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

Mrs. Catherine McIlraith was appointed as independent Chairperson of the Board by her fellow directors at the first Board meeting immediately following the Annual Members’ Meeting.

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

All directors of the Company regularly attend the various workshops delivered by the MIoD and keep themselves up to date with the latest trends on good corporate governance, business ethics and economic, environmental and social topics.

Statement of IndependenceThe Chairperson is independent and the functions and responsibilities of the Chairperson and CEO are separate. All the independent directors workpro-bonoandnonehavebeenemployeesoftheCompany;noneof the independent directors have served more than 5 years on the BoardaspertheMIoDConstitution;nordoanyhaveamaterialbusinessrelationship with the Company. In determining the independence of its directors, the MIoD is guided by the Code of Corporate Governance. Alternate directors are not permitted by the MIoD Constitution.

The MIoD’s Company Secretary acts as a vital bridge between the Board and the CEO, and the Company Secretary has both direct and informal access to all board members. During this reporting year, Dustin Bhoyrul has acted as in-house Company Secretary, up to 30 November 2014 when he resigned to further his career in the legal profession. After a tender process, Navitas Corporate Services Ltd was appointed as the new Company Secretary effective 01 December 2014.

The Chairperson and the CEO, in collaboration with the Company Secretary, agree the Board meeting calendar for the year and the Board meeting agendas in advance to ensure adequate coverage of

key issues throughout the year. Board packs are usually, and as far as practicable, sent to the Directors 5 business days in advance.

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

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

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

The attendance of Directors at Board and Committee meetings is set out in the table on page 36.

The profiles of the senior management team are set out on page 11 of the report.

ABBREVIATIONSCIEL : CIEL LimitedCIM: CIM Financial ServicesLGIL: Les Gaz Industriels LimitedMDIT: Mauritius Development Investment Trust Company LimitedRHT : RHT Holding LtdTSIL: Taylor Smith Investment Ltd

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


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

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

• AuditandRiskCommittee • CorporateGovernanceCommittee • EducationCommittee • MembershipandNominationsCommittee

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

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

5.1. Audit and Risk Committee (”ARC”)The ARC is composed of 3 independent directors and 1 non-executive director, namely, Jean Pierre Lim Kong (Chairperson), Ricardo Freyneau, Bryan Gujjalu and Patricia Day-Hookoomsing respectively. The Chairperson of the Committee is a Fellow of the Institute of Chartered Accountants in England and Wales, Patricia Day-Hookoomsing has an ACCA Certified Diploma in Accounting and Finance and Ricardo Freyneau is a certified project manager with a strong emphasis in Risk Management. He has worked extensively in the Finance Industry and holds a Bachelor’s Degree in Commerce Majoring in Accounting. The Company Secretary acts as secretary of the Committee. The CEO is also in attendance at the meetings of the ARC, as well as the external Accountant and the External Auditor, when required.

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

• theintegrityoftheCompany’sfinancialstatements; • the Company’s compliance with legal and regulatory requirements; • the independent auditor’s qualifications, independence and performance; • theeffectivenessoftheCompany’sinternalcontrols; • thereviewofanyaccountingorauditingconcernsidentified; • monitoringofdebtors;and • the review of the risk philosophy, strategy and policy and assessment of the quality of the risk management process.

“The Committee met 6 times during the financial year 2014-2015 to review the Company’s accounting policy and procedures, management accounts, the financial statements and the Annual Report 2014/15 as well as the risks faced by the MIoD. The risk register was regularly reviewed and updated along with the defined risk appetite level. The Committee also reviewed IT Security and, following a tender, appointed PwC to undertake the IT Security Audit. During the year the Committee has also overseen the tender and selection process for the appointment of a new IT service provider for the MIoD as well as the review of the external accountant following a tender process. The Committee has met with the external accountant and the external auditor to discuss the internal controls, the accounting principles and the external audit process. The tenure of the current External Auditor has been reviewed and the MIoD’s policy on external auditor rotation has been reviewed. The Committee has approved the tender process for an Internal Audit to be undertaken. Finally the Committee has also reviewed its Terms of Reference.”

Jean Pierre Lim Kong – Chairperson, Audit and Risk Committee.

“The Committee met twice during the year under review. Besides reviewing the non-financial part of the Annual Report, we also looked at the MIoD’s CSR Policy, the Data Protection Policy of the Company, the IT Governance Framework of the Company, and the developments taking place with the new Code of Corporate Governance. The Committee has approved a new Policy on Promoting OtherEvents,Products,BrandsandServices.TheMIoD’sBoard Charter was also reviewed as was the Committee’s Terms of Reference, for approval by the Board, and it has been agreed that all Company Policies should be reviewed every three years, while the Terms of References of the Committees and the Board Charter should be reviewed on an annual basis”

Olivier Decotter, Chairperson, CGC.

5.2. Corporate Governance Committee (“CGC”)The CGC is composed of 4 members of which 3 are independent directors, namely, Olivier Decotter (Chairperson), Catherine McIlraith and Ben Lim and 1 is an executive director, namely Jane Valls. The Company Secretary acts as secretary of the Committee.

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


“ 3 meetings of the Education Committee were held during the year. Our courses continue to be wellattended with an average of 30 participants per workshop and we are pleased to report that the satisfaction rating has remained above average at 94%. We have also noted that the demand for in house workshops, board evaluations and corporate governance assessments continues to increase. During the year, the Committee has overseen the training and education plan of the MIoD as well as a review of the terms and conditions of trainers’ contracts. The Committee has also recommended, after 7 years of existence and 5 years of the Directors Development Programme, and in view of the fact that a new Code of Corporate Governance will shortly be published, that a full review of the MIoD’s Training and Education Programme is undertaken. With this in mind, the Committee has approved the Terms of Reference for the appointment of a consultant and Dr Chris Pierce has been retained as the consultant. Due to the work undertaken this year by the MIoD in the consultation process for the new Code of Corporate Governance, it was agreed that the next conference of the MIoD will be held in 2016”.

Sidhartha Sharma – Chairperson, EC.

“During the year under review, the Membership and Nominations Committee met 4 times and approved224 new members, as well as the de-registration of any members who have infringed the MIoD’s Code of Conduct. The Committee has also worked on proposed new criteria for the categorisation of members, which were approved at the Annual Members Meeting on 25 September 2014, as well as an updated set of benefits for each category. The Committee has reviewed the Nomination Policyand Procedures as well as the Membership Rules and Regulations and HR Policy and Guidelines and all changes have been approved by the Board and are published on the MIoD website. The Committee has also reviewed and approved all staff changes and appointments made by theMIoDduringtheyearaswellasconductingtheCEO’sannual appraisal, reviewing her KPIs and approving her annual remuneration review and performance bonus. In line with the revised Nomination Procedures, theCommittee has reviewed the competency matrix for board appointments and approved the notice for the nomination of directors to be appointed at the next Annual Members Meeting on 24 September 2015. During the year, the Committee has also looked at the issue of succession planning for the CEO andwhile there is nointentionforthecurrentCEOtostepdown,aspartofitsprudentplanning,theMNChasagreedtoensurethatanappropriate succession plan is in place.”

Heba Capdevila-Jangeerkhan - Chairperson, MNC.


5.3. Education Committee (‘EC’)The EC is composed of 4 members of which 3 are independent directors, namely Sidhartha Sharma (Chairperson), Ravin Lama, Heba Capdevila-Jangeerkhan, and 1 is an executive director, namely Jane Valls. The Company Secretary acts as secretary of the Committee.The Committee is responsible for all matters regarding training and education activities of the MIoD aimed at the promotion and achievement of its objectives.

5.4.MembershipandNominationsCommittee(‘MNC’)The MNC is composed of 5 members of which 4 are independent directors, namely Heba Capdevila-Jangeerkhan (Chairperson), Jean Pierre Lim Kong, Tahen Kumar Servansingh, and Catherine McIlraith and 1 is an executive director, namely Jane Valls. The Company Secretary acts as secretary of the Committee.

The Committee is responsible for all matters concerning membership of the MIoD, as outlined in its Constitution, and for recommending to the Board, in line with the approved Nomination Procedures, candidates to be appointed as Directors to the Board, as well as all employees’ remuneration.

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


Attendance at meetingsMcILRAITH, CatherineLIM KONG, JeanPierreCAPDEVILA-JANGEERKHAN, HebaDAY-HOOKOOMSING, PatriciaDECOTTER, OlivierFREYNEAU, RicardoLAMA, RavinGUJJALU, BryanSHARMA, SidharthLIM, BenSERVANSING, Tahen KumarVALLS, Jane Elizabeth OrdeBENOIT, James1

Board8/97/98/98/98/95/98/97/99/94/77/79/92/2

ARC3/34/6N/A2/3N/A5/6N/A5/6N/AN/AN/AN/AN/A

ECN/AN/A1/3N/AN/AN/A2/3N/A3/3N/AN/A3/3N/A

MNC3/33/44/4N/AN/AN/AN/AN/AN/AN/A3/34/41/1

CGC2/2N/AN/AN/A2/2N/AN/AN/AN/A2/2N/A2/2N/A

1 Stepped down at the AMM on 25 September 2014

6. Board Performance and Evaluation

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

An evaluation of the Board’s performance is undertaken every year and reviewed with the objective of improving its performance, procedures, practices and administration and those of its Committees, as well as the overall achievement of the Company’s Vision, Mission, Values and Objectives. The last Board Evaluation in 2014 was undertaken by the Company Secretary using a confidential questionnaire. 10 out of 11 directors responded and the Board and the committees were evaluated separately.

The Board Evaluation identified that: • the Board understands and discharges its duties and responsibilitieseffectivelylivinguptoitsMissionandVision; • management oversight was effective especially in ensuring managementdeliversontargets; • the level of board discussion and strategic planning was appropriate; • the internal control and risk management procedures and monitoringarefelttobeeffective; • Boardmeetingsaremanagedeffectively; • thereisappropriatecompanysecretarialsupport.

As far as board committees are concerned, it was felt that: • membersunderstoodtheirrolesandresponsibilities; • committeeshavebeeneffectiveatfulfillingtheirduties; • composition of the Committees and management of the meetingswasadequate; • companysecretaryandmanagementsupportwasadequate.

Areas noted for improvement included: • reachingoutmoretothepublicsector; • succession planning for both directors and key senior operationalposts; • greater delegation to board committees and better communication of the activities of the various committees to allboardmembers; • ensuring all boardmembers are constantly up to datewith latest trends in Corporate Governance.

As a result of this board evaluation, it has been agreed that: • theCEOwillensureallboardmembersarespecificallyinvited tokeytrainingworkshopsthroughouttheyear;

• greater participation in our workshops by public sector organisationswillbeencouraged; • theMNCwillputinplaceasuccessionplan; • greaterdelegation toboardcommitteeswillbeencouraged toenhanceBoardeffectiveness; • thenextboardevaluationwillbeundertakenbyanexternal consultant.

7. Conflict of Interest

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

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

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

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

8.1 Remuneration Philosophy (G4-DMA, G4-LA2,G4-LA11, G4-LA13, G4-11)The MNC is responsible for reviewing and recommending to the Board any changes to employees’ remuneration. Employees are rewarded for their contribution to the Company’s performance based on their performance against annual Key Performance Indicators (“KPIs”) and the company’s financial position. The MIoD regularly reviews employees’ remuneration to ensure it is in line with industry and market benchmarks. All employees undergo an annual performance and career development review.

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

The total remuneration of the CEO for the year was:

The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees. Entry salaries are based on industry and market benchmarks, the entrant’s educational level and relevant experience.

Name Remuneration

VALLS, Jane Elizabeth Orde Rs 4,047,677


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

The MIoD employs directly 7 staff, including the CEO, all which are female employees. We have this year outsourced all our accounting work to Cays Associates who employ 2 staff to look after our accounts, 1 male and 1 female. The secretarial services have been outsourced to Navitas Corporate Services Ltd who employ 2 female staff to look after the secretarial work of MIoD. The IT services are outsourced to Harel Mallac.

The ratio of the annual total compensation for the organization’s highest-paid individual to the median annual total compensation for all employees (excluding the highest-paid individual) is 6:1.The ratio of percentage increase in annual total compensation for the organization’s highest-paid individual to the median percentage increase in annual total compensation for all employees (excluding the highest-paid individual) is 0.6:1

The MIoD is focused on continually developing a workforce that is dedicated, motivated and well trained in order to assure the Institute’s future development and growth as well as providing long term employment for individual employees. To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment. The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions. A competitive total compensation package includes an effective salary and a benefits plan which aims to: • pay a fair basic salary for the job by benchmarking against similar jobs and similar organisations in Mauritius and taking into consideration internal equity, specific job requirements, and the skills, knowledge, and abilities of the employee • providebasicbenefits • recognise individual contribution through the performance bonus system

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

The MIoD has this year offered its employees the possibility of joining the Mauritius Employers Provident Fund and is also in the process of implementing24/7insuranceforallfulltimeemployees.Allfulltimeemployees are entitled to parental leave in line with Government Policy. The MIoD also caters for parental leave and retirement benefits in line with Government Policy.

8.2 Recruitment Policy (G4-DMA, G4-EC6, G4-10)Under the Equal Opportunities Act 2008 (‘EOA’), an employer cannot discriminateagainstanemployee/prospectiveemployeeonthebasisof the following: • Age • Caste • Colour • Creed • Ethnicorigin • Impairment • Marital • Placeoforigin • Politicalopinion • Race • Sex • Sexualorientation

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

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

The MIoD’s HR Policies & Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race, religion or belief, colour, sex, age, national origin, disability or sexual orientation. The MIoD’s HR Policy and Guidelines can be found on the website, www.miod.mu, under the section ‘Annual IntegratedReport2014/15’onthehomepage.All employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines.

8.3 Employment Policy (G4-DMA, G4-LA4, G4-LA16, G4-HR2)All employees are always consulted in advance of any major changes in the workplace and their scheme of duties, and their suggestions and ideas are taken into consideration.

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

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

8.4. Gender and Diversity (G4-DMA, G4-LA12, G4-HR3)The MIoD’s published HR Policy and Procedures is intended to ensure that, inter alia: • Recruitment practices are professional, transparent and equitable; • Employmentrelationshipsarebasedonmutualtrust,fairness andequalityofopportunityforall; • Thedignityandindividualityofallemployeesarerespected; • No applicant or employee is subjected to discrimination of anykind; • Allemployeesaretrainedtocarryouttheirrolecompetently andaresupportedtodeveloptotheirfullpotential; • Equalityofaccesstoalldevelopmentopportunities; • Fairandequaltreatmentofallemployees;and • Equalopportunitiesforallemployees.

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

Training

Data ProtectionBusiness EthicsSustainabilitySocial MediaCrisis CommunicationsBusiness Continuity Planning

Number ofEmployees

647226

Number of hours trainingper employee

2 hours4 hours8 hours8 hours4 hours4 hours


8.5. Human Rights (G4-DMA, G4-HR9, G4-HR12)The MIoD has not conducted a human rights review or impact assessment as all its operations take place in Mauritius which has a very good human rights record and the MIoD has had no reported incidents of human rights abuse or grievances about human rights impacts filed against it.

9. Annual Meeting of Members (‘AMM’)

As at 30 June 2015, the MIoD had 1156 members. The MIoD communicates to its members through its Annual Report, publications, newsletters, website, emails, networking events, surveys and the AMM. The key members events held during the year were:

A full risk analysis has been undertaken and a register of key risks has been established and is regularly updated and presented to the ARC for the appropriate mitigation, actions and decisions to be taken.The key risks identified and which require monitoring are as follows: • Reputation; • LossofFoundersandPatronsfunding; • Technologyfailureanddataloss; • Naturaldisasters; • Creditriskattributabletotradereceivables; • Lossofkeypersonnel.

These risks are being addressed in the following ways: • Ariskappetitelevelhasbeendefinedaslowandsetat2%of grossannualrevenues; • AnethicsriskassessmentwascompletedinAugust2012and isduetobeupdatedin2015; • TheMIoD’sCodeofConducthasbeenreviewed; • AWhistleblowingPolicyhasbeenimplemented; • The MIoD has put in place a new 3-year business plan to ensureitssustainability; • A Disaster Recovery and Business Continuity Plan has been putinplaceandreviewed; • Board training has taken place and an annual internal evaluationhasbeenconductedthisyear; • Insurancecoverisreviewedannually; • Debtor management procedures are in place with regular reviewandfollowup;anewbankaccounthasbeenopened with The Mauritius Commercial Bank Ltd in order to allow memberstopaybymobilephonebanking; • A sector analysis has been undertaken to ensure limited vulnerabilitytoafinancialdownturninanyonesector; • The original Founders and Patrons continued support has beensoughtandsecured; • New Patrons are approached annually and 25 Patrons have beensecuredasat30June2015; • A successionplan is beingput in placeby theMembership and Nominations Committee (“MNC”) for the loss of key personnel; • An IT security audit hasbeenundertakenby PwCand their recommendations are now being implemented; accounts andkeydataisbackedupdaily;ITpoliciesaregraduallybeing putinplace; • AnInternalAuditisbeingundertaken; • TheMembershipandNominationsCommitteeisundertaking a review of disciplinary procedures for members who breach the Code of Conduct.

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

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

10. Share Price

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

11. Internal Control and Risk Management

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

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

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

AMMMembers Networking Evening at The CaudanMembers Networking Evening at Floreal SquareFellows Evening

25 September 2014

21 November 2014

10 April 2015

26 June 2015

Maggie Gorse, guest speaker at Annual Members Meeting.


As a point of good governance, since the MIoD has no internal audit function, it has been decided to conduct an Internal Audit this year and the tender document has been prepared accordingly.

(c) External AuditMoore Stephens was re-appointed as external auditors for the year 2014/15.Nonon-auditserviceswererenderedbytheexternalauditor.This is their 4th year as the MIoD’s external auditors. The MIoD’s policy on External Auditor rotation of Partners responsible for audit work has been reviewed as part of the MIoD’s Board Charter and, in line with best practice, it has been agreed that the number of years a person may be part of the audit team of the external auditor, is capped. Partners of the audit team of the Company who are charged with essential audit tasks must be replaced every 5 years after the start of their involvement. The partners of the audit team of the Company charged with essential tasks who have been replaced are not allowed to work on a new assignment for the Company until at least 5 years have expired from the date of their replacement. A tender for the appointment of the External Auditor will take place every 10 years.

12. Corporate Social Responsibility (“CSR”)

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

Barclays Colours of Life CSR Workshop.

13. Ethics

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

The MIoD’s Whistleblowing Policy and all of its other policies (listed below) are available on its website, www.miod.mu : • AccountingPolicies&Procedures • BYODPolicy • CodeofConduct • ConflictofInterestPolicy • DataProtectionPolicy • HRPolicyandGuidelines

• ITGovernancePoliciesandProcedures • MediaPolicy • NominationsProcedure • PromotingOtherEvents,Products,BrandsandServices • ProcurementPolicy • QuotationandTenderProcess • RelatedPartyTransactions • SocialMediaPolicy • PasswordPolicy • WhistleBlowingPolicy

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

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

The CEO and two other Directors, namely Patricia Day-Hookoomsing and Olivier Decotter, are all Certified Ethics Officers.

The MIoD has signed an MOU with Transparency International to set up a Whistleblowing Council (see more information on page 18). The Whistleblowing Council is currently actively engaged in promoting whistleblowing legislation and is working on a draft paper in this respect.

The MIoD has also been mandated to lead the voluntary private sector initiative, known as PACT (Private Sector Anti-Corruption Task Force) – see page 18 for more information. The key objective is to mobilise the private sector to take tangible measures to proactively reduce the risk of corruption and develop ethical cultures in their organisations.

14. Environment

To support the MIoD in its endeavour to promote corporate sustainability inMauritius, an exercisewasundertaken in 2011/2 tocalculate the MIoD’s Ecological Footprint (“EF”). The Company’s EF is now updated annually and can be found on our website, www.miod.muunderthesection‘IntegratedReport2014/15’onthehomepage.Please refer to the Sustainability Report on page 41 of this report for more information.

15. Health and Safety (G4-DMA, G4-LA6)The MIoD is committed to meeting environmental, health and safety standards, maintaining a safe and healthy workplace for all and minimizing the impact of its activities on the environment. The MIoD recognises and accepts its responsibility as an employer to maintain, so far as is reasonably practicable, the safety and health of its employees, and of other persons who may affected by its’ activities. Procedures in the event of an accident are outlined in the MIoD’s HR Policy and Guidelines available on the website (www.miod.mu).

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


16. Social Issues

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

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

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

17. Related Party Transactions

The MIoD has a Policy on Related Party Transactions and any related party transactions have been conducted in accordance with the said policy and the MIoD’s Code of Conduct.The MIoD has procured training services from Consultancy Company Limited (“CCL”), amongst other service providers, since 2011. Mrs. Patricia Day-Hookoomsing is the Managing Director of CCL and with her nomination as a Director of the MIoD in September 2012, it implies that such services from CCL are now classified as a related party transaction and disclosed in the Financial Statements in note 13 on page 62.

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

The MIoD makes no political contributions

19. Management Agreements

No management agreement has been entered into by the Company.

Navitas Corporate Services LtdCompany Secretary

12 August 2015

Fellows Networking Event.


1. GRI Framework

This Annual Integrated Report has adopted the GRI G4 Guidelines of the Global Reporting Initiative, and it reflects MIoD’s commitment to provide a transparent and fair review of its strategy, performance and activities in 2014-15 to all its stakeholders. The triple bottom line report aims to provide an open and honest summary of the social, economic and environmental impacts stemming from our activities and commitments, practices, objectives and performance results regarding the management of our impacts. The report contains a combination of quantitative and qualitative impacts.

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

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

The MIoD has used GRI Reporting Standard principles in determining the scope of the report, content structure and quality and data calculation and disclosure techniques. The content of this report discloses MIoD’s performance for the period starting 1 July 2014 and ending 30 June 2015.

A detailed GRI Content Index, providing responses to each of the G4 general and specific disclosures, can be found on our website at www.miod.mu as well as on page 66 of this report.

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

The MIoD aims to be a model of corporate governance and as such has been a leader in promoting corporate sustainability training and now the adoption of the GRI sustainability reporting framework in Mauritius. Sustainability is an integrated part of corporate governance and indeed the Mauritius Code of Corporate Governance states that:

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

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

In order to achieve this objective, the MIoD has adopted the following strategy: - to be a role model by measuring its Ecological Footprint and adopting the GRI Guidelines for its annual integrated reports; -to ensure sustainability training is part of its overall corporategovernancetrainingprogramme.; -to become a certified GRI Training Partner in Mauritius thus enabling Mauritian companies to easily access local GRI training workshops -to set up a Business Council for Sustainable Development (BCSD) thus providing a forum for the private sector to collaborate and promote progress towards sustainable development in Mauritius, implementing practical business solutions and sharing and disseminating information about best practices.

MIoD’s strategy is also fully aligned with the initiative of the Stock Exchange of Mauritius (SEM) to launch a Sustainability Index and the Ministry of the Environment’s objective to coordinate the mainstreaming of sustainable development into national decision making processes.

During this reporting year, the MIoD has launched the BCSD with the collaboration of Ecological Living In Action (ELIA), and the sponsorship of Omnicane. Again in collaboration with ELIA, the MIoD has been certified as a GRI Training Partner. It is hoped that in the coming year, the BCSD will be a force for positive and constructive collaboration and progress towards sustainable development and that the GRI Training Partnership will enable more local companies to adopt sustainability reporting.

Significant indirect economic impacts of the MIoD’s activities include: - improving Mauritian directors education and skills and thus improving national board performance in line with the national CodeofCorporateGovernance; - improving Mauritian company’s performance through the implementation of more effective corporate governance and businessethics; - helping to maintain the ranking and reputation of Mauritius as a regional leader in corporate governance, thus stimulating foreigndirectinvestmentinlinewithGovernmentpolicy; - promoting Mauritius as a regional leader in corporate governance through the African Corporate Governance Network in line with Government policy to develop Mauritius as the business portal forAfrica; - acting as a role model for other companies and NGOs and promotingcorporatesustainabilityandintegratedreporting; - providing free or at cost workshops on corporate governance and ethics for NGOs, as well as assisting NGOs in finding skills and competenciesfortheirBoardsorCommittees; - supporting jobs in the supply chain.

SUSTAINABILITY REPORT

“Every company should recognise that it operates within a social and economic community and should identify the particular circumstances, whether environmental or social, relevant to the company’s business. It is in the long-term economic interest of a company to conduct itself as a responsible corporate citizen, and to act in a manner which is non-exploitative, non-discriminatory and respectful of human rights.”


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

In deciding the Report Content and the Aspect Boundaries, the MIoD has adopted the G4 recommended process namely Identification, Prioritisation, Validation and Review to select the organization’s significant economic, environmental and social impacts.

The process has been led and facilitated by our consultant and partner, ELIA, and has taken into consideration the organization’s activities, impacts, and the substantive expectations and interests of its stakeholders. The reporting process is based on the four Principles for Defining Report Content: namely Materiality, Stakeholder Inclusiveness, Sustainability Context and Completeness. The specific circumstances of the MIoD such as its business model, sector of activity, geographic spread, cultural and legal operating context, ownership structure, and the size and nature of impacts have also been taken into consideration when identifying the topics, the boundary and the material Aspects to be reported on.

The principle of Stakeholder Inclusiveness has been applied to the whole process and 2 stakeholder meetings have been held – one with MIoD employees on 8 April and one with a representative group of other MIoD stakeholders on 29 April, including members, Founders and Patrons, directors, suppliers, kindred organisations and regulators. The 2 groups were asked to identify Aspects and any other relevant topics based on the impacts related to all of the MIoD’s activities, products, services, and relationships, regardless of whether these impacts occur within or outside of the organization.

In this way, the following Aspects, and Specific Standard Disclosures related to them, have been identified as being material for the MIoD:

Material Aspect

Economic Performance

Market Presence

Indirect economic impacts

Procurement practices

Employment

Labour/managementrelations

Occupational health and safety

Training and education

Diversity and Equal opportunity

Equal remuneration for women and men

Labour practices grievance mechanisms

Investment

Boundary

Inside and outside the organisation

Inside the organisation

Outside the organisation










Indicator

Direct economic value generated

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

Significant Indirect Economic Impacts, including the Extent of Impacts

Proportion of spending on local suppliers at significant locations of operation

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

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

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

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

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

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

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

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


Non-discrimination

Forced or compulsory labour

Assessment

Human rights grievance mechanisms

Local communities

Anti-corruption

Public policy

Compliance

Customer privacy

Compliance


Inside and outside the organisation









Total number of incidents of discrimination and corrective actions taken

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

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

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

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

Communication and training on anti-corruption policies and procedures

Total value of political contributions by country andrecipient/beneficiary

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

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

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

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

The MIoD runs an international conference every two-three years. No conference has been held during this reporting year. It should be noted that the MIoD has decided to calculate the footprint for the conference separately in order to a) enable us to compare our normal operating footprint year on year and b) to compare conference footprints. It is to be noted that the air travel of delegates attending the international conference has not been included in our calculations as we have considered this to be part of their own footprint. In the same way, the air travel of overseas facilitators, running MIoD workshops, has not been included in our calculations as we have considered this to be part of their own footprint.

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

Stakeholder InclusivenessStakeholder identification and engagement have been carried out using a combination of three methods, namely: (1) market knowledge by virtue of being the only organisation mandated to foster the development of corporate governance at the level of Boards and seniormanagementinMauritius;(2)value-chainanalysistoestablishthe entire supply chain of MIoD’s services, including the enabling environment and business providers; and (3) ongoing surveyswithexisting and potential members.The value chain has been mapped using in-depth knowledge of our market and by keeping in close proximity with all the stakeholders and can be found on page 21.

CompletenessWe have ensured that all the material topics and indicators covered in this report reflect completely the significant economic, environmental, and social impacts of our activities and enable our stakeholders to assess our performance in 2014-2015 effectively.

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


Comparability (G4-23)Since this is the third integrated sustainability report, results present the latest data and information as well as a comparative analysis against the performance over the last 2 years, where possible, bearing in mind that the number of material Aspects in this year’s report exceeds the number of Aspects that were reported on in the previous year under the G3.1 Level C reporting.

The Ecological Footprint (EF) calculations have been based on the methodology used in the original Ecological Footprint Analysis & Advice on Sustainability Reporting of MIoD conducted by ELIA in November2012,whichwasupdated for thefinancialyears2012/13and2013/14andagainupdatedandapprovedby theBoardof theMIoD on 12 August 2015 for the reporting period 01 July 2014 - 30 June 2015.TheReportandtheEcologicalFootprintcalculationsfor2012/3,2013/14and2014/15canbefoundontheMIoDwebsite,www.miod.muunderthesection‘IntegratedReport2014/15’onthehomepage).

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

TimelinessThis report is issued for the purpose of the Annual Members Meeting on 24 September 2015. It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting. This open review process forms an integral part of the learning-by-doing approach.

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

Reliability (G4-22)Information and processes used in the preparation of this report have been consistently gathered, recorded, compiled, analysed, and disclosed in a way that has been subject to constant examination by a competent internal team, together with the help of an external consultancy firm with experience with integrated sustainability reporting using the GRI G4 Reporting Guidelines and Principles.

The contents of this report also take into consideration: • ThelegalrequirementsoftheRepublicofMauritius.Inmany instances, the operating legal framework prescribes minimum orallowablesocio-economicandenvironmentalimpacts; • Adoptionofathoroughriskmanagementprocessthatallows us to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative. The risk management process also makes visible opportunities to betterserveourstakeholders; • By keeping a close proximity with our stakeholders as explainedinSection1.4oftheDirectorsReportonpage20; • Identification of internal issues through meetings with

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

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

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

The calculation of indicators has followed the GRI G4 Implementation Manual. GHG emissions arising from the use of electricity has been calculated from the Grid Emission Factor of Mauritius using the methodological tool 07 – i.e. “Tool to calculate the emission factor for an electricity system (Version 04.0.0)” - proposed by the Clean Development Mechanism for calculating the operating margin has beenused(https://cdm.unfccc.int/methodologies/PAmethodologies/tools/am-tool-07-v4.0.pdf. GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator(http://www2.icao.int/en/carbonoffset/Pages/default.aspx).Re-statements of information are not applicable.

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

While the environmental impact of the MIoD’s activities has not been identified as a material Aspect by the various stakeholders under the GRI G4 Guidelines, the MIoD continues to measure its Ecological Footprint as an important additional exercise which it started in 2012 in order to act as a role model and to focus attention on the need for corporate responsibility in this area.

Year

Footprint (ha)

Membership

Public workshop participants

Employees and outsourced staff

Footprint per workshop participant

(ha/person)

2014/15

37.80

1156

1126

7

0.03

Total Footprint in Hectares (ha)

2013/14

39.39

1002

882

6

0.05

2012/13

50.66

850

527

6

0.07


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

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

The total footprint has seen a substantial reduction over the last 2 years, despite having catered for more members and more workshop participants and has reduced by 25% from 50.66ha to 37.80ha. TheFootprintperworkshopparticipanthasdecreasedfrom0.07ha/personin2012/13to0.03ha/personinthisreportingyearshowinganimprovement of 53% .

5. Conference Footprint

It should be noted that the MIoD has decided to calculate the footprint for the conference separately in order to (a) enable us to compare our normal operating footprint year on year, and (b) to compare conference footprints. It is to be noted that the air travel of delegates attending the international conference has not been included in our calculations as we have considered this to be part of their own footprint.

The MIoD runs an international conference every 2-3 years. No conference has been held during this reporting year.

Ourconferencefootprintlastyearwas0.13ha/personmainlyforfoodover 2 full conference days for 180 participants. We will use this as our benchmark to reduce our next conference footprint planned for 2016.

6. Environmental Performance

6.1. Materials The main consumable materials used by the MIoD are shown in this chart giving a year on year comparison with the last 2 years:

The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes. This has been reduced by 10% this year (90,614 MJ) largely due to a small reduction in air travel and an increase in the use of bus transport. The indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid. This showed an increase again in this reporting year at 11,510kWh compared to 10,728kWh last year i.e. 124.30 GJ thermal in this reporting year vs 115.86 GJ thermal last year. This is an increase of 7%, which can be accounted for by the increase in members and workshop participants generating a greater workload, and warmer weather making it more difficult to reduce air conditioning. The MIoD is not a producer of direct or indirect energies.

It should be noted that the air travel of overseas facilitators, running MIoD workshops, has not been included in our calculations as we have considered this to be part of their own footprint. Initiatives to reduce indirect energy consumption include:• useofmoreenergysavinglighting;• reductionintheuseofairconditioningwherepossible.

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

6.3. WaterThe MIoD’s consumption of water only includes water delivered by the Central Water Authority. No water has been consumed from plastic bottles and water fountains this year. Water consumption has increased this year to 30m3/year v 26m3/yearmainly due to theincrease in workshop participants.

6.2. Energy Consumption

Year

Direct Energy Consumption (MJ)

Indirect Energy Consumption (GJ)

2014/15

90,614

124.30

Energy Consumption

2013/14

100,682

115.86

2012/13

94,113

112.17

6.4. Greenhouse Gas EmissionsThe total CO2 emissions of the MIoD have been estimated at 21.4 tonnes for the reporting period vs 20.2 and 19.9 in the previous years, with direct emissions at 7.1 tonnes of CO2 this year v 5.5 tonnes of CO2, in the two previous years, and indirect emissions contributing 14.3 tonnes of CO2 this year v 14. 7 tonnes of CO2 last year and 14.4 tonnes of CO2 in the previous reporting period.


Indirect emissions of CO2 arose from the consumption of electricity and air travel. This amounted to 12 tonnes this year v 11 tonnes last year and 10.7 tonnes the previous year for electricity and 2.3 tonnes v 3.7 tonnes last year and 4.2 tonnes of CO2 the previous year for air travel.

Total direct CO2 emissions related to land transport has been estimated at 7.1 tonnes of CO2 v 5.7 tonnes of CO2 last year. This estimation is based uponadecreaseincartravelkilometresbutanincreaseinbustravelkilometrestravelledduringthereportingyearcomparedtolastyear;anaveragefuelefficiencyof12km/litreofgasoline;andtheemissionfactorsofmotorgasolineforbothcarsandbuses.

With the general trend showing an increase in greenhouse gas emissions over the last 3 years, the MIoD will focus in the coming years on reducing its emissions by carbon offsetting.

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

The main sources of waste are as follows:

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

6.6. Mitigation of Environmental ImpactsFollowingtheEcologicalFootprintReportundertakenin2012/3,3areaswerehighlightedthatneededattention:

(i) food(mainlyprovidedbythirdpartiesduringdeliveryofMIoDtrainings); (ii) consumables;and (iii) waste management.

In this respect, the MIoD has: • workedwithourkeythirdpartyfoodsupplierstoimprovethequalityofthefoodofferedduringourtrainingsessions,especiallytaking into account the health problems in Mauritian society such as diabetes, and to reduce our ecological footprint in this respect. We have also engaged the advice of a nutritionist. As a result we have been able to not only reduce our Ecological Footprint substantially, but also to provide healthier food to our workshop participants. Our key third party suppliers are also now offering these healthier menus to other companies. • reducedtheamountofplasticthatwepurchasebothinourownofficebutalsothroughourthirdpartysuppliers.Inthisrespect,we havenowbannedplasticbottlesfromourofficesandworkshops;wehaveinstalledawaterfilterinourofficesandpersuadedourthird party suppliers only to use filtered water for our workshops. We are pleased to report that the main hotels we work with are now adopting filtered water for all their needs. • reducedtheamountofpaperandinthisrespectwenowuseonlyrecycledpaperforallourneeds.Wecontinuetotrytoreducethe amount of recycled paper usage by encouraging the use of soft copies wherever possible. Board papers are now only sent by soft copy and this year we have introduced a Board App so that directors can use tablets and do not need to print their board packs. The same software is also being tested for training purposes to reduce the amount of paper used in our workshops whether as training manuals or as handouts. The Registrar of Companies issued a new Practice Direction, effective as of 31 May 2014 and updated in May 2015, making it easier for companies to send soft copies of their annual report to shareholders who accept to receive this format, and thus reducing substantially the amount of paper used not only by the MIoD but by all companies in Mauritius. 200 MIoD members signed up last year for a soft copy of our Annual Report and we are hoping to double this figure this year. The objective over time must be to become paperless. • ensuredthatallouroldelectronicgoodssuchasprintersorcomputersareproperlyrecycledusinggenuinerecyclers. • workedwith our landlords to introduce recyclingbins for all the tenants in our building, RafflesTower, and to this effectwehave introduced recycling in our own offices. Although we are working loosely with an NGO, Mission Verte for this recycling project, we have not yet succeeded in making much progress with the other tenants to start recycling.

Source

Paper

Plastic

Electronics

Wood

Metal

Total

waste

350kgs

0

0

0

0

2013/4 Total Waste

Landfill

315kgs

0kgs

0kgs

0kgs

0kgs

Recycled

35kgs

7kgs

14.5kgs

131kgs

40kgs

2012/3

TotalWaste/Landfill

350kgs

37kgs

0kgs

0kgs

0kgs

2014/5 Total Waste

Total

waste

350kgs

0

0

0

0

Landfill

315kgs

0kgs

0kgs

0kgs

0kgs

Recycled

35kgs

7kgs

14.5kgs

131kgs

40kgs

Reuse

0

0

0

73kgs

0

• workedwithHSBCandBLCChamberstoencouragethesettingupofanEbeneCommunityProjectinthemainCybercityareaofEbene which is the 2nd business hub on the island. The objective of the Ebene Community Project would be to address some of the environmental issues facing the area namely littering, hawkers, lack of green spaces, abandoned plots of land, no proper pavements, lack of parking space and cycling tracks. Other suggestions include car sharing facilities, a jogging track, a waste reduction and recycling programme for the whole of the Cybercity and the setting up a designated food court to have all hawkers located in an appropriate area. All these ideas are currently being explored with Business Parks of Mauritius Ltd who are responsible for managing the Cybercity.

6.7. Total Environmental Protection Expenditure and InvestmentThe MIoD continues to invest in consultancy services to help calculate its Ecological Footprint, educate its employees and suppliers, decide on the Report Content and the Aspect Boundaries with its stakeholders and put in place procedures to produce its 3rd Annual Integrated Report, using the GRI G4 Guidelines. Total expenditure this year amounts to Rs 140,615.

Chairman and CEO’s Breakfast Forum.


VALUE ADDED STATEMENT (G4-DMA, G4-EC1)

Direct Economic Value Generated

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

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

Wealth reinvestedMembers’ fundsDepreciationTotal wealth reinvested

2015Rs

5,383,333 3,480,203

14,443,118 -

544,455 (470,255)

(8,762,478) -

(5,018,777) 9,599,599

6,600,816 6,600,816

340,982 261,144 602,126

2014Rs

5,150,000 2,896,425 6,412,332 4,219,456

493,008 (200,208)

(3,505,502) (3,975,428) (2,918,723)

8,571,360

7,836,437 7,836,437

340,982 393,941 734,923


DIRECTORS’ RESPONSIBILITY STATEMENT1. Financial Statements

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

The Board confirms that, in preparing the audited financial statements, it has: • selectedsuitableaccountingpoliciesandappliedthemconsistently; • madejudgmentsandestimatesthatarereasonableandprudent; • stated whether applicable accounting standards have been followed, subject to any material departures explained in the financialstatements; • kept proper accounting records which disclose with reasonable accuracy at any time that the financial position of the Company; • safeguarded the assets of the Company by maintaining internal accounting and administrative control systems and procedures;and • takenreasonablestepsforthepreventionanddetectionoffraudandotherirregularities.

2. Going concern statement

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

3. Internal control and risk management

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

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

4. Donations

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

5. Annual Financial Statements

The audited financial statements of the Company which appear on pages 51 to 64 were approved by the Board on 12 August 2015 and are signed on their behalf by :

Signed on behalf of the Board


JeanPierreLimKongDirector and ChairpersonAudit and Risk Committee

Mrs. Catherine McIlraith Chairperson


We, confirm that to the best of our knowledge and belief, the Company has filed with the Registrar of Companies, for the financial period ended 30 June 2015, all such returns as are required of the Company under the Companies Act 2001.

Navitas Corporate Services LtdCompany Secretary


SECRETARY’S CERTIFICATE


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

Report on the financial statements

We have audited the financial statements of Mauritius Institute of Directors (The “Company”), set out on pages 51 to 64, which comprise the statement of financial position as at 30 June 2015 and the statement of profit or loss and other comprehensive income, statement of changes in members’ funds and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes.

Directors’ responsibility for the financial statements

The Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materialmisstatement,whetherduetofraudorerror;selectingandapplyingappropriateaccountingpolicies;andmakingaccountingestimatesthat are reasonable in the circumstances.

Auditors’ responsibility

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

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

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

Opinion

In our opinion, the financial statements on pages 51 to 64 give a true and fair view of the financial position of the Company at 30 June 2015 and of its financial performance, its changes in members’ funds and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001.

Report on other legal and regulatory requirements

Companies Act 2001

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

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

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

MOORE STEPHENS Ashvin Mawven, ACAChartered Accountants Licensed by FRC

PORT LOUISMAURITIUS DATE: 13 August 2015


FINANCIAL STATEMENTSMAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2015

ASSETS

Non-current assets

Plant and equipment

Current assets

Trade and other receivables

Cash and cash equivalents

TOTAL ASSETS

ACCUMULATED FUNDS AND LIABILITIES

Members’ funds

Non-current liabilities

Retirement benefit obligations

Current liabilities

Trade and other payables

Deferred revenue

Bank overdraft

2014

Rs

487,906

1,751,880

9,577,630

11,817,416

5,116,281

593,904

1,981,645

3,478,556

647,030

11,817,416

2015

Rs

508,201

1,636,053

11,984,644

14,128,897

7,853,920

660,007

2,142,328

3,472,643

-

14,128,897

Notes

5

6

7

8

15

9

10

7

Approved by the Board of Directors and authorised for issue on 12 August 2015

The notes on pages 55 to 64 form an integral part of these financial statements.

JeanPierreLimKongDirector and ChairpersonAudit and Risk Committee

Mrs. Catherine McIlraith Chairperson


MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2015

INCOMEConference revenueCorporate patrons contribution and donationsMembers subscriptionsSeminar revenue and other revenueInterest received

Total income

EXPENDITUREAMM expensesAdvertisingAudit feesBank chargesComputer maintenance and licencesConference expensesDirector search expensesDepreciationEcological footprintElectricityEntertainmentSubscriptionGeneral expensesGifts and donationsInsuranceLibrary and publicationsLicences and taxesMembership - networking event expensesMembership - other expensesOverseas travellingProfessional feesIT Security AuditPostageProvision for impairment of trade receivablesBad debts written offPublic relation expensesRent and property expensesRepairsLegal expenses Retirement benefit obligationsSalaries and personnel costsPrivate sector anti-corruption task forceSecretarial servicesSeminar expensesSocial media expensesStationery and printingTelephoneTraining of trainers

Total expenditure

SURPLUS OF INCOME OVER EXPENDITURE

2014

Rs 4,219,456 5,150,000 2,896,425 6,412,332

493,008

19,171,221

465,435 -

60,000 52,199

312,801 3,975,428

7,178 393,941

2,500 72,134 89,486

- 106,740

- 83,272 16,747 19,496 13,455

186,753 153,565 179,145

- -

72,200 -

319,550 557,855

41,874 -

137,256 7,699,181

- -

3,505,502 40,836 78,246

187,464 -

18,830,239

340,982

2015

Rs -

5,383,333 3,480,203

14,443,118 544,455

23,851,109

366,268 262,103

55,000 48,666

546,095 - -

261,144 140,615

66,076 92,453

260,868 4,532

99,015 88,204

8,547 24,507

116,355 353,899

78,151 731,597 172,500

7,729 154,000

25,794 309,150 567,496

58,500 115,000

66,103 6,534,713

100,000 218,012

8,762,478 -

66,217 238,060 113,622

21,113,470

2,737,638

Notes

3 ( c )



MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERS’ FUNDSFOR THE YEAR ENDED 30 JUNE 2015

As at 01 July 2013

Surplus of income over expenditure

As at 30 June 2014


As at 30 June 2015

Total

Rs

4,775,299

340,982

5,116,281

2,737,638

7,853,920

Members’

funds

Rs

4,775,299

340,982

5,116,281

2,737,638

7,853,920




Adjustments for:

Interest received

Retirement benefit obligations

Depreciation

Provision for impairment of trade receivables

Movements in working capital

Increase in trade and other receivables

Increase in trade and other payables

Decrease in deferred revenue

Net cash flows generated from operating activities

Cash flows from investing activities

Purchase of plant and equipment

Interest received

Net increase in cash and cash equivalents

Movements in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year

Net increase in cash and cash equivalents

2014

Rs

340,982

(493,008)

137,256

393,941

72,200

451,371

(29,334)

467,008

(672,448)

216,597

(369,694)

493,008

339,911

8,590,689

8,930,600

339,911

2015

Rs

2,737,638

(544,455)

66,103

261,144

154,000

2,674,430

(38,173)

160,683

(5,913)

2,791,027

(281,438)

544,455

3,054,044

8,930,600

11,984,644

3,054,044

Note

7

MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2015



MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2015

1. CORPORATE INFORMATION

Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee. The principal object of the company is that of promoting corporate governance and providing a professional forum for directors. The principal place of business and registered office is 1st Floor, Raffles Tower, 19 Cybercity, Ebene, Mauritius. 2. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)

2.1 Amendments to IFRSs and the new Interpretation that are mandatorily effective for the current yearIn the current year, the Company has applied a number of amendments to IFRSs and a new Interpretation issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2014. • AmendmentstoIAS32OffsettingFinancialAssetsandFinancialLiabilities The Company has applied the amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities for the first time in the current year. The amendments to IAS 32 clarify the requirements relating to the offset of financial assets and financial liabilities. Specifically, the amendments clarify the meaning of ‘currently has a legally enforceable right of set-off’ and ‘simultaneous realisation and settlement’.

The amendments have been applied retrospectively. As the Company does not have any financial assets and financial liabilities that qualify for offset, the application of the amendments has had no impact on the disclosures or on the amounts recognised in the Company’s financial statements. The Company has assessed whether certain of its financial assets and financial liabilities qualify for offset based on the criteria set out in the amendments and concluded that the application of the amendments has had no impact on the amounts recognised in the Company’s financial statements. • AmendmentstoIAS36RecoverableAmountDisclosuresforNon-FinancialAssets The Company has applied the amendments to IAS 36 Recoverable Amount Disclosures for Non-Financial Assets for the first time in the current year. The amendments to IAS 36 remove the requirement to disclose the recoverable amount of a cash- generating unit (CGU) to which goodwill or other intangible assets with indefinite useful lives had been allocated when there has been no impairment or reversal of impairment of the related CGU. Furthermore, the amendments introduce additional disclosure requirements applicable to when the recoverable amount of an asset or a CGU is measured at fair value less costs of disposal. These new disclosures include the fair value hierarchy, key assumptions and valuation techniques used which are in line with the disclosure required by IFRS 13 Fair Value Measurements.

The application of these amendments has had no material impact on the disclosures in the Company’s financial statements. • AmendmentstoIAS36RecoverableAmountDisclosuresforNon-FinancialAssets The Company has applied the amendments to IAS 39 Novation of Derivatives and Continuation of Hedge Accounting for the first time in the current year. The amendments to IAS 39 provide relief from the requirement to discontinue hedge accounting when a derivative designated as a hedging instrument is novated under certain circumstances. The amendments also clarify that any change to the fair value of the derivative designated as a hedging instrument arising from the novation should be included in the assessment and measurement of hedge effectiveness.

The amendments have been applied retrospectively. As the Company does not have any derivatives that are subject to novation, the application of these amendments has had no impact on the disclosures or on the amounts recognised in the Company’s financial statements.



2. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (continued)

2.1 Amendments to IFRSs and the new Interpretation that are mandatorily effective for the current year (continued)

•IFRIC21Levies The Company has applied IFRIC 21 Levies for the first time in the current year. IFRIC 21 addresses the issue as to when to recognise a liability to pay a levy imposed by a government. The Interpretation defines a levy, and specifies that the obligating event that gives rise to the liability is the activity that triggers the payment of the levy, as identified by legislation. The Interpretation provides guidance on how different levy arrangements should be accounted for, in particular, it clarifies that neither economic compulsion nor the going concern basis of financial statements preparation implies that an entity has a present obligation to pay a levy that will be triggered by operating in a future period. IFRIC 21 has been applied retrospectively. The application of this Interpretation has had no material impact on the disclosures or on the amounts recognised in the Company’s financial statements. 2.2NewandrevisedIFRSsinissuebutnotyeteffective The Company has not applied the following new and revised IFRSs that have been issued but are not yet effective: Effectiveforannualperiodsbeginningonorafter1July2014,withearlierapplicationpermitted. •Amendments to IAS 19 Defined Benefit Plans: Employee Contributions •Amendments to IFRSs Annual Improvements to IFRSs 2011-2013 Cycle Effectiveforannualperiodsbeginningonorafter1July2014,withlimitedexceptions.Earlierapplicationispermitted. •Amendments to IFRSs Annual Improvements to IFRSs 2010-2012 Cycle Effectiveforannualperiodsbeginningonorafter1January2016,withearlierapplicationpermitted. •Amendments to IFRS 11 Accounting for Acquisitions of Interests in Joint Operations •Amendments to IAS 16 and IAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation •Amendments to IAS 16 and IAS 41 Agriculture: Bearer Plants Effectiveforannualperiodsbeginningonorafter1January2017,withearlierapplicationpermitted. •IFRS 15 Revenue from Contracts with Customers Effectiveforannualperiodsbeginningonorafter1January2018,withearlierapplicationpermitted. •IFRS 9 Financial Instruments

Commentary: Note that IFRS 14 Regulatory Deferral Accounts is not applicable to the Company as the Company is not a first-time adopter of IFRSs.



3. SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of compliance The financial statements have been prepared in accordance with International Financial Reporting Standards. (b) Basis of preparation The financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for assets. (c) Revenue recognition (i) Subscription and members contribution Subscription and contribution from members are released to the income and expenditure account over the period to which they relate. (ii) Corporate patrons contributions and donations Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the costs for which they are intended to compensate. (iii) Seminar revenue Seminar revenue is recognised as income in the period in which the seminar is held. (iv) In-house training In-house training is recognised as an income in the period in which the training is held. (v) Interest income Interest income is accounted on a time-proportion basis. (d) Deferred revenue Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of financial position at year end. Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in the statement of financial position at year end. Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue. (e) Cash and cash equivalents Cash comprises of cash at bank and in hand, demand deposits and bank overdrafts. Cash equivalents are short term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.



3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(f ) Functional and presentation currency (i) Reporting currency The financial statements are presented in Mauritian Rupee, which is the Company’s functional and presentation currency and represents the currency of the primary economic environment in which the entity operates. (ii) Transactions and balances Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign currencies at year end exchange rates are recognised in the statement of comprehensive income. (g) Related parties Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. (h) Financial instruments Financial instruments carried on the statement of financial position include trade and other receivables, cash and cash equivalents and trade and other payables. The particular recognition methods adopted are disclosed in the individual accounting policy statements associated with each item. (i) Borrowing costs Borrowing costs are recognised as an expense in the year in which they are incurred. (j) Trade and other receivables Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts. (k) Trade and other payables Trade and other payables are stated at their nominal value. (l) Provisions Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable will result in an outflow of economic benefits that can be reasonably estimated. (m) Impairment of assets At the end of each reporting year, the Company reviews the carrying amounts of its tangible and intangibles assets to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount which is the higher of an asset’s net selling price and value in use.



3. SIGNIFICANT ACCOUNTING POLICIES

(n) Plant and equipment All plant and equipment are initially recorded at cost. Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful lives as follows:- Rate per annum Leasehold improvement - 25% Computer equipment - 33.33% Office furniture - 25% Where assets have been acquired during the year, charges to the statement of comprehensive income have been pro- rated. (o) Employee benefits (i) Retirement obligations The Company has provided a gratuity of half monthly earnings per year of service for each employee on retirement in accordance to provisions under the Employment Rights Act 2008. (ii) State Plan Contributions to the National Pension Scheme are expensed to the statement of comprehensive income in the period in which they fall due. 4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY In the application of the Company’s accounting policies, which are described in note 3, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year, or in the period of the revision and future periods if the revision affects both current and future periods. Where applicable, the notes to the financial statements set out areas where management has applied a higher degree of judgement that have a significant effect on the amounts recognised in the financial statements, or estimations and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. 4.1 Key sources of estimation uncertainty With regards to the nature of the Company’s business there were no key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting year, that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.



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

Less: Provision for impairment of trade receivables

Prepayments and other receivables

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

Provision for impairment of trade receivablesBalance as at 01 JulyProvision for the yearAmounts recovered during the year

Balance as at 30 June

2014

Rs

1,107,392 -

1,107,392 (100,000)

1,007,392 744,488

1,751,880

(54,974) 16,129

144,735 208,200 793,301

1,107,392

50,000 72,200

(22,200)

100,000

2015

Rs

1,189,657 (25,794)

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

1,636,053

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

1,163,863

100,000 154,000 (54,000)

200,000

Taking into consideration the credit quality of the trade receivables, the company considers that no further provision for impairment is required on trade receivables other than the above provision of Rs. 200,000.

5. PLANT AND EQUIPMENT COST

At 01 July 2014AdditionsScraps

At 30 June 2015

DEPRECIATION

At 01 July 2014Charge for the yearScraps

At 30 June 20155

NET BOOK VALUE

At 30 June 2015

At 30 June 2014

Total

Rs

1,980,346 281,438

(130,440)

2,131,345

1,492,440 261,144

(130,440)

1,623,144

508,201

487,906

Computerequipment

Rs

874,279 229,359

(118,700)

984,938

479,357 217,091

(118,700)

577,748

407,190

394,922

Office furniture

Rs

247,866 52,080

(11,740)

288,206

154,882 44,053

(11,740)

187,195

101,011

92,984

Leaseholdimprovement

Rs

858,201 - -

858,201

858,201 - -

858,201

-

-



7. CASH AND CASH EQUIVALENTS

MPCB deposit account

Bank savings accounts

Bank current account

Cash in hand

Note: The negative balance on the current account is due to cheques

issued but unpresented at year end.

8. ACCUMULATED FUNDS

Members’ funds

9. TRADE AND OTHER PAYABLES

Trade payables

Accruals and other payables

10. DEFERRED REVENUE

The deferred income are in respect of:

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

(ii) Members subscriptions billed during the year for the period extending

beyond the year end

(iii) Contribution received during the year for the next financial period

(iv) Contribution - Research Work

(v) Affinity revenue

(vi) Presold seminar

(vii) Contribution - Directors forum

(viii) Contribution - In house training

2014

Rs

8,300,000

1,273,630

9,573,630

(647,030)

4,000

8,930,600

5,116,281

549,555

1,432,090

1,981,645

681,869

1,498,500

450,000

100,000

66,000

512,937

31,250

138,000

3,478,556

2015

Rs

8,300,000

165,663

8,465,663

3,514,981

4,000

11,984,644

7,853,920

1,018,114

1,124,214

2,142,328

371,149

1,804,842

541,667

100,000

75,000

449,315

60,465

70,205

3,472,643

No interest is charged on trade payables. The company aims to ensure that all

payables are paid within the credit timeframe, usually within one month.


11. TAXATION

No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and

is therefore exempt from income tax. This exemption has been confirmed by a written correspondance received from the MRA on

the 27 September 2010.

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

to cater for inflation.

13. RELATED PARTY TRANSACTIONS

(i) During the year ended 30 June 2015, the Company traded with a related party. The details, nature, volume of transactions and

balance at 30 June 2015 with the related party are as follows:

(ii) Compensation to key management personnel:

The emoluments paid to the Chief Executive Officer during the year under review was Rs. 4,390,890 (year ended 30 June 2014:

Rs. 3,704,545).

14. LIABILITY OF MEMBERS

In terms of its constitution, members and fellows of the Mauritius Institute of Directors have each guaranteed to contribute a

maximum of Rs. 100 should there be a shortfall in net assets in the event of the company being wound up. As at the date of these

financial statements there were 417 fellows and 680 members of the company to whom this guarantee applies.

15. RETIREMENT BENEFIT OBLIGATIONS

12. OPERATING LEASES

(i) Operating Lease Rentals

Within 1 year

After 1 year and up to five years

At 1 July

Charge for the year

At 30 June

Name of company

Consultancy Company Ltd

Relationship

Same director

Nature of transactions

Provision of training services

on behalf of the MIoD

2014

Rs

203,070

-

203,070

2014

Rs

456,648

137,256

593,904

2014

Rs

52,000

2015

Rs

-

-

-

2015

Rs

593,904

66,103

660,007

2015

Rs

50,700




16 FINANCIAL INSTRUMENTS

The Company’s activities expose it to a variety of financial risks such as credit risk, interest rate risk and liquidity risk.

Fair values

The carrying amount of financial assets and financial liabilities approximate their values.

Credit risk

The company’s credit risk is primarily attributable to its trade receivables. The amounts presented in the statement of financial position

are net of allowances for doubtful debts, if any, estimated by the company’s management based on prior experience.

Interest rate risk

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

Categories of financial instruments

Financial assets



Financial liabilities


Bank overdraft

2014

Rs

1,007,392

9,577,630

10,585,022

549,555

647,030

1,196,585

2015

Rs

963,863

11,984,644

12,948,506

1,018,114

-

1,018,114

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

Financial assets

Mauritian rupees

Balance with bank

- floating interest rate

2014

%

5.18

2015

%

6.36



16. FINANCIAL INSTRUMENTS (CONTINUED)

Interest rate sensitivity analysis

The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at

the reporting date. For floating rate assets, the analysis is prepared assuming the amount of assets at the reporting date was owned

for the whole year. A 50 basis point increase or decrease represents management’s assessment of the reasonably possible change in

interest rates.

Ifinterestrateshadbeen50basispointshigher/lowerandallothervariableswereheldconstant,thecompany’ssurplusfortheyear

ended30June2015wouldincrease/decreasebyRs.42,328(yearended30June2014:increase/decreasebyRs.47,868).Thisismainly

attributable to the company’s exposure to interest rates on its floating rate interest bearing asset. The company does not have any

significant variable rate borrowings outstanding at year end.

Liquidity risk management

The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast and

actual cash flows and matching the maturity profiles of financial assets and liabilities.

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

Financial assets



Financial liabilities


Bank overdraft

Total

Rs

1,007,392

9,577,630

10,585,022

549,555

647,030

1,196,585

Total

Rs

963,863

11,984,644

12,948,506

1,018,114

-

1,018,114

Less than 1 month

Rs

1,007,392

9,577,630

10,585,022

549,555

647,030

1,196,585

Less than 1 month

Rs

963,863

11,984,644

12,948,506

1,018,114

-

1,018,114

Note: Prepayments and accrual are excluded from financial assets and financial liabilities.

17. EVENTS AFTER THE REPORTING PERIOD

There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2015.

2015 2014


REVIEw OF ACCOUNTING AND INTERNAL CONTROL SYSTEM AND COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE

Date: 30-07-2015Ref: MS/AM/300715

The Chairperson of the Audit CommitteeMauritius Institute of Directors1st Floor, Raffles Tower, 19, Cybercity, Ebene, Mauritius

As part of our audit of the financial statements of the Mauritius Institute of Directors for the year ended 30 June 2015, we carried out the following tests and procedures:

• Assesstheaccountingandinternalcontrolsystem.• Decideonthenature,timingandextentofourauditwork.• Reachanopiniononthetruthandfairnessofthefigurespresentedinthefinancialstatements.• ReviewoftheCompany’sCorporateGovernanceReport

Based on the above tests and procedures, we did not come across any deficiencies or weaknesses in the accounting and internal control system which would otherwise be highlighted to management of the Company.

We would like to draw your attention that the tests carried out for the purpose of our audit, do not necessarily identify all weaknesses that could exist in the accounting and internal control system.

Review of the Corporate Governance Report

Even though it is not a statutory requirement for the Company, the directors have decided to adopt the Code of Corporate Governance (the “Code”) and have prepared a Corporate Governance Report as presented in the Annual Report. We have assessed the extent of compliance with the Code of Corporate Governance and on whether the disclosures are consistent with the provisions of the Code.

In our opinion, the disclosures in the Corporate Governance Report are consistent with the provisions of the Code.

We take this opportunity to thank you and your staff for the courtesy and assistance extended to us during the course of our audit.

Yours faithfully,

MOORESTEPHENSChartered Accountants


GRI CONTENT INDEX (G4-32, G4-33)

GENERAL STANDARD DISCLOSURES

Page

12

4

15

15

15

15

15

15

19, 37

36

21

15,21

44

21,23,28

21,23

15

External Assurance

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

Indicator description

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

Name of the organisation

Primary brands, products, and services

Location of the organization’s headquarters

Number of countries where the organization operates

Nature of ownership and legal form

Markets served, and types of customers and beneficiaries

Scale of the organisation

Total number of employees by employment contract, gender and region

Percentage of total employees covered by collective bargaining agreements

Description of supply chain

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

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

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

Membershipsinassociationsandnational/internationaladvocacy organisations

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

General Standard Disclosures

Strategy and AnalysisG4-1

Organisational ProfileG4-3

G4-4

G4-5

G4-6

G4-7

G4-8

G4-9

G4-10

G4-11

G4-12

G4-13

G4-14

G4-15

G4-16

Identified Material Aspects and Boundaries

G4-17

Cross Reference

Chairperson’s Statement

About this Annual Integrated Report

Activities of MIoD-Directors’ Report

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

Directors’ Report

Employees-Directors’ Report, Corporate Governance Report

Corporate Governance Report

Directors’ Report

Directors’ Report

Sustainability report

Directors’ Report

Directors’ Report

Not applicable, the MIoD is not a group


42

42

42

42

44

44

19

20

19

19

4

24

4

4

66

66

34

14

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

Process for defining the report content and the Aspect Boundaries;andhowtheorganisationhasimplementedtheReporting Principles for Defining Report Content

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

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

Whether the aspect boundaryfor each material aspect outside the organisation

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

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

List of stakeholder groups engaged by the organisation

Basis for identification and selection of stakeholders with whom to engage

Organisation’s approach to stakeholder engagement

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

Reporting period for information provided

Date of most recent previous report

Reporting cycle

Contact point for questions regarding the report or its contents

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

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

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

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

G4-18

G4-19

G4-20

G4-21

G4-22

G4-23

Stakeholder engagementG4-24

G4-25

G4-26

G4-27

Report ProfileG4-28

G4-29

G4-30

G4-31

G4-32

G4-33

GovernanceG4-34

Ethics and IntegrityG4-56





Sustainability report-Re-statements are not applicable


Stakeholders-Directors’ Report




About this Annual Integrated ReportDirectors’ Report

About this Annual Integrated ReportAbout this Annual Integrated Report

GRI Content Index

GRI Content Index


Values


Page

4747

3737

4141

1919

3636

3737

3939

3636

34,37 34,37

3636

3737

Material Aspects

Category: Economic

Economic Performance

Market Presence

Indirect economic impacts

Procurement practices

Category: Social

Employment

Labour/managementrelations

Occupational health and safety

Training and education

Diversity and Equal opportunity

Equal remuneration for women and men

Labour practices grievance mechanisms

Indicator description

Direct economic value generated

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

Significant Indirect Economic Impacts, including the Extent of Impacts

Proportion of spending on local suppliers at significant locations of operation

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

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

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

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

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

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

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

DMA and Indicators

G4-DMAG4-EC1

G4-DMAG4-EC6

G4-DMAG4-EC8

G4-DMAG4-EC9

G4-DMAG4-LA2

G4-DMAG4-LA4

G4-DMAG4-LA6

G4-DMAG4-LA11

G4-DMAG4-LA12

G4-DMAG4-LA13

G4-DMAG4-LA16

Cross Reference

Value-added statement

Recruitment policy-Corporate Governance Report

Strategy and Impacts-Sustainability report


Remuneration philosophy-Corporate Governance Report

Employment policy-Corporate Governance Report

Health and Safety-Corporate Governance Report





GRI CONTENT INDEX SPECIFIC STANDARD DISCLOSURES

External Assurance

No

No

No

No

No

No

No

No

No

No

No

Omissions

No

No

No

No

No

No

No

No

No

No

No

Sub-category: Labour Practices and Decent Work


3737

3737

1919

3838

3838

1919

3939

4040

3232

3232

3232

Investment

Non-discrimination

Forced or compulsory labour

Assessment

Human rights grievance mechanisms

Sub-category: Society

Local communities

Anti-corruption

Public policy

Compliance

Customer privacy

Compliance

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

Total number of incidents of discrimination and corrective actions taken

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

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

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

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

Communication and training on anti-corruption policies and procedures

Total value of political contributions by country andrecipient/beneficiary

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

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

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

G4-DMAG4-HR2

G4-DMAG4-HR3

G4-DMAG4-HR6

G4-DMAG4-HR9

G4-DMAG4-HR12

G4-DMAG4-SO1

G4-DMAG4-SO4

G4-DMAG4-S06

G4-DMAG4-SO8

G4-DMAG4-PR8

G4-DMAG4-PR9


Gender and Diversity-Corporate Governance Report


Human Rights-Corporate Governance Report

Human Rights-Corporate Governance Report


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

Political contribution-Corporate Governance Report

Compliance statement-Corporate Governance Report



No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

Sub-category: Product Responsibility

Sub-category: Human Rights

Mauritius Institute of Directors

1st Floor, Raffles Tower, 19 Cybercity, Ebene, Mauritius

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

annual integrated report2015

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