corporate governance report - enl€¦ · corporate governance report corporate governance report...

7574ENL Land Ltd | Annual Report 2016ENL Land Ltd | Annual Report 2016

CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT

CORPORATE GOVERNANCE REPORT

The Directors have pleasure in submitting the Company’s report on corporate governance.

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

1. RECENT CORPORATE TRANSACTIONS

Corporate actions undertaken by the Company during the preceding years are as follows:

Year Corporate Actions

2009 Amalgamation of ENL Land with Mon Desert-Alma Limited and ENL Land remained as the amalgamated Company.

2010 The Company changed its name from ‘The Savannah Sugar Estates Company Limited’ to ‘ENL Land Ltd’, hereinafter ‘ENL Land’;Made a Bonus issue of 200,499,240 new Ordinary shares; and Created a new class of shares through a Rights issue of 23,339,257 Non Voting Convertible Redeemable Preference shares (hereinafter ‘Preference shares’).

2011/12 19,976,996 Preference shares have been converted into ordinary shares. Two wholly owned subsidiaries namely ENL Property Limited (‘ENL Property’) and ENL Agri Limited (‘ENL Agri’) have also been created and the property and agricultural related assets and activities reorganised under the afore-mentioned subsidiaries respectively.

2016 Amalgamation of ENL Land with ENL Investment Limited and ENL Land remained as the amalgamated Company. Following the aforementioned amalgamation, effective 1 February 2016, Rogers and Company Limited became a subsidiary of ENL Land.

2. SHAREHOLDERS

(i) Holding Structure

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

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

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

> The holding structure of ENL Land as at 30 June 2016 was as follows: (The % disclosed relates to voting rights)

Société Caredas

L’Accord Limited

La Sablonnière Limited

ENL Limited

ENL LAND LTD

59.6%

77.8%

71.8%

69.3%*

*Effective holding

(ii) Common Directors

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

Name of Director L’Accord Limited La Sablonnière Limited ENL Limited

Eric Espitalier-Noël

Gilbert Espitalier-Noël

Hector Espitalier-Noël

Roger Espitalier Noël

(iii) Substantial Shareholders

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

Ordinary (%)

ENL Finance Limited 16.40

ENL Limited 52.88


(iv) Shareholders’ Relations and Communication

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

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

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

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

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

(v) Dividend Policy

> ENL Land has no formal dividend policy.

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

> The graphs outlines the dividends paid by the Company over the last five financial years:

2015 201620132012 2014

1.32

1.25

1.22

0.88

2.80

2.80

2.80

2.80

1.32

2.80

Preference sharesOrdinary shares

304,

262

281.

211

288,

126

197,

247

9,41

4

9,41

4

9,41

4

9,41

4

347,

390

9,41

4

Preference sharesOrdinary shares

2015 201620132012 2014

Dividend Per Share (Rs) Total Dividend Value (Rs’000)

(vi) Shareholders’ Calendar

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

November 2016

Issue of Annual Report 2016

Declaration of Interim Dividend

Publication of 1st Quarter results to 30 September 2016

December 2016Payment of Interim Dividend

Annual Meeting of Shareholders

February 2017 Publication of half-year results to 31 December 2016

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

Declaration of Final Dividend

July 2017 Payment of Final Dividend

(vii) Stock Market Information

> ENL Land’s Ordinary and Preference shares are listed on the Official List of the Stock Exchange of Mauritius Limited.

> The Company is governed by the Listing Rules of the Stock Exchange.

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

Semdex ENL Land (Ordinary)

Oct15

Nov15

Dec15

Jan16

Mar16

Feb16

Apr16

Jun16

May16

Jul16

Jul15

Aug15

Sep15

Semdex ENL Land (Preference)

Oct15

Nov15

Dec15

Jan16

Mar16

Feb16

Apr16

Jun16

May16

Jul16

Jul15

Aug15

Sep15

60

70

80

90

100

110

120

ENL Land - Share Price Movement

60

70

80

90

100

110

120



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


Semdex ENL Land (Ordinary)

Oct15

Nov15

Dec15

Jan16

Mar16

Feb16

Apr16

Jun16

May16

Jul16

Jul15

Aug15

Sep15

Semdex ENL Land (Preference)

Oct15

Nov15

Dec15

Jan16

Mar16

Feb16

Apr16

Jun16

May16

Jul16

Jul15

Aug15

Sep15

60

70

80

90

100

110

120

ENL Land - Share Price Movement

60

70

80

90

100

110

120

(viii) Share Ownership

Distribution of Shareholders at 30 June 2016

Range of Shareholding

ORDINARY SHARES NON VOTING REDEEMABLE PREFERENCE SHARES

Shareholder Count*

Number of shares held

% Shares held

Shareholder Count*

Number of shares held

% Shares held

1 – 500 817 145,610 0.05 165 26,103 0.78

501 – 1,000 301 223,225 0.08 59 43,338 1.29

1,001 – 5,000 669 1,695,800 0.57 128 308,781 9.18

5,001 – 10,000 331 2,439,205 0.82 40 282,173 8.39

10,001 – 50,000 494 10,884,826 3.68 53 1,015,515 30.20

50,001 – 100,000 118 8,347,854 2.82 9 664,484 19.76

100,001 – 250,000 93 15,006,029 5.07 5 708,567 21.07

250,001 – 500,000 36 12,105,233 4.09 1 313,300 9.32

Over 500,000 36 244,999,254 82.81 - - -

Total 2,895 295,847,036 100 460 3,362,261 100

*Note: The above number of shareholders is indicative, due to consolidation of multi portfolios for reporting purposes. The total number of active Ordinary and Preference shareholders as at 30 June 2016 was 2,973 and 466 respectively.

Spread of Shareholders

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

ORDINARY SHARES NON VOTING REDEEMABLE PREFERENCE SHARES

No of Shareholders

No. of Shares held

% No of Shareholders

No. of Shares held

%

Individuals 2,514 53,794,840 18.18 385 1,802,721 53.62

Insurance & Assurance Cos

18 7,805,305 2.64 9 516,297 15.36

Pension & Provident Funds

53 9,654,716 3.26 18 327,835 9.75

Investment & Trust Cos 56 163,527,582 55.27 8 323,131 9.61

Other Corporate Bodies 254 61,064,593 20.64 40 392,277 11.67

Total 2,895 295,847,036 100 460 3,362,261 100

3. BOARD OF DIRECTORS

> As per the ENL Land’s constitution, the Board shall consist of not less than six nor more than twelve Directors. The Board of Directors is the Company’s supreme governing body and has full power over the affairs of the Company.

> In accordance with the terms of the management contract entered into between ENL Land and ENL Limited, the management of the day to day affairs of the Company has been delegated to ENL Limited under the overall responsibility of Mr Hector Espitalier-Noël, CEO of ENL Limited. The Board remains accountable for such delegation of powers and all major decisions have to be submitted to ENL Land’s Board by ENL Limited for approval. In September 2016, Mr Hector Espitalier-Noël has been formally appointed CEO of ENL Land.

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

> Re-election of Directors over the age of 70 years is made in compliance with section 138(6) of the Companies Act 2001.

> Newly appointed Directors go through a full induction process in order to become familiar with the Group’s operations, business environment and senior management. During the year under review, Mr Mushtaq Oosman, Mrs Virginie Corneillet and Mr Gerard Espitalier-Noël have been appointed as additional directors on the board of ENL Land while Mr Louis Rivalland has resigned as director in June 2016. In September 2016, Mr Jean Claude Leclezio has resigned as director and Messrs Simon-Pierre Rey and Johan Pilot have been appointed as additional directors of ENL Land.




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

> Up to 30 June 2016, ENL Land’s Board was led by Mr Louis Rivalland, Chairman, who up to that date has provided an overall leadership to the Board. In September 2016, Mr Jean Noel Humbert has been appointed as Chairman of ENL Land in replacement of Mr Louis Rivalland.

> ENL Agri, ENL Property and Rogers are the main subsidiaries of ENL Land. Messrs Jean Raymond Hardy, Johan Pilot and Philippe Espitalier-Noël are the CEOs of ENL Agri, ENL Property and Rogers respectively.

> During the year under review, Mr Hector Espitalier-Noël, Mr Jean Raymond Hardy and Mrs Virginie Corneillet sat as executive Directors of the Company. They reported at all Board meetings of the Company and kept the Directors abreast of developments across the Group.

> The Chief Financial Officer attends all board meetings and assists in reporting at Board meetings.

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

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

o Approval of Financial Results:

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

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

o Preparation of Annual Meeting held in December 2015;

o Consideration of the reports and recommendations of the Audit and Risk Management Committee and Corporate Governance Committee;

o Declaration and payment of interim and final dividends for the year ended 30 June 2016;

o Review of the Group’s operations as reported by the CEOs of ENL Agri and ENL Property;

o Review of the performance of the Group against budget and assessing the group structure regularly;

o Approval of banking facilities with financial institutions;

o Assessment and approval of investment/disinvestment opportunities namely in respect of New Mauritius Hotels Limited and Food and Allied group of companies;

o Recommendation to the shareholders the amalgamation of ENL Investment Limited with and into ENL Land;

o Issue and allotment of 65,345,838 ordinary shares of ENL Land to ENL Investment Limited’s shareholders in the context of the above-mentioned amalgamation;

o Recommendation for the adoption of a new constitution for ENL Land;

o Review of the composition of the Corporate Governance Committee and Audit and Risk Management Committee.

o Adoption of the ENL Code of Ethics and approval of the Anti-Fraud Policy, Internal Control Policy and Framework as well as Group Authority Matrix.

(i) Board Profile

The names and profiles of ENL Land’s Directors are disclosed on pages 68 to 72 of the Annual Report.

(ii) Directors’ Interests

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

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

> As at 30 June 2016, Directors’ interests in ENL Land’s shares were as follows:

ORDINARY SHARES PREFERENCE SHARES

DIRECT INDIRECT DIRECT INDIRECT

No. of shares

% No. of shares

% No. of shares

% No. of shares

%

Virginie Corneillet 1,500 0.001 - - - - - -

Eric Espitalier-Noël 105,700 0.036 18,369,142 6.209 - - - -

Gérard Espitalier Noël 160,714 0.054 1,730,705 0.585 - - - -

Gilbert Espitalier-Noël - - 18,194,593 6.150 - - - -

Hector Espitalier-Noël 37,029 0.013 19,623,534 6.633 - - 2,088 0.062

Roger Espitalier Noël 2,316 0.001 2,736,585 0.925 - - - -

Jean Raymond Hardy 11,610 0.004 50,294 0.017 - - - -

Jean Noel Humbert - - - - - - - -

Jean Claude Leclézio(resigned on 28 September 2016)

- - - - 12,100 0.360 - -

Jean-Pierre Montocchio - - 532,525 0.180 - - 1,509 0.045

Mushtaq Oosman - - - - - - - -

Louis Rivalland(resigned on 30 June 2016)

6,553 0.002 - - - - - -

(iii) Share Dealings by Directors

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

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




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

No. of Preference shares

Acquired Disposed

Jean Claude Leclézio 12,100 -

(iv) Board Appraisal

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

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

> This year’s approach to enhance governance effectiveness, aimed at focusing on specific areas of improvement namely strategic foresight, stakeholder management and self-evaluation.

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

> Interviews were conducted with each Director by the Company Secretary.

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

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

> An action plan has been devised and initiatives are being taken to improve the reporting of the Group’s performance to the Board of Directors, revisit the strategic planning exercise and enhance the stakeholder management.

(v) Board Charter

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

(vi) Board Committees

(a) Corporate Governance Committee

> The Corporate Governance Committee (CGC) of ENL Land consists of five members and in compliance with The Code, is chaired by an independent Non Executive Director and composed of a majority of Non Executive Directors. During the year under review, the composition of the CGC has been reviewed as detailed below.

Director CategoryJean Noel Humbert Independent Non-Executive, ChairmanJean Claude Leclézio Independent Non-ExecutiveJean Pierre Montocchio Independent Non-ExecutiveRoger Espitalier-Noël Non-ExecutiveVirginie Corneillet Executive Director

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

> The Company Secretary acts as Secretary of the Committee.

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

In its capacity as Corporate Governance Committee:

In its capacity as Remuneration Committee:

In its capacity as Nomination Committee:

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

o advise the Board on all aspects of corporate governance.

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

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

o review the results of the Board performance evaluation process.

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

o determine the level of non-executive and independent non-executive Directors’ fees, including remuneration for specific assignments and recommend same to the Board.

o determine remuneration packages for executive directors of the Company and recommend same to the Board.

o make recommendations to the Board on the appointment of new executive, non-executive directors and senior managers.

o make recommendations on the composition of the Board(s) in general and the balance between executive and non-executive directors appointed to the Board.

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

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

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

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

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

matters within its duties and responsibilities.

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




> The details of attendance to the meetings of the CGC are disclosed on page 88 of the Annual Report.

> During the year under review, Messrs Johan Pilot and Jean Raymond Hardy, CEO of ENL Property and ENL Agri respectively have been invited to attend the CGC when deemed appropriate.

> During the year under review, the CGC has:

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

- Recommended the re-election of Mr Eric Espitalier-Noël in compliance with Section 24.5 of the Constitution;

- Recommended the appointment of Mr Jean Claude Leclezio pursuant to Section 138(6) of The Companies Act 2001;

- In the context of the amalgamation of ENL Investment Limited with and into ENL Land, recommended for appointment as Directors of the amalgamated company the following persons:

Virginie Corneillet Gilbert Espitalier-Noël Jean Raymond Hardy Jean-Pierre Montocchio

Eric Espitalier-Noël Hector Espitalier-Noël Jean Noel Humbert Mushtaq Oosman

Gérard Espitalier Noël Roger Espitalier Noël Jean Claude Leclézio Louis Rivalland

- Reviewed and approved the bonus scheme of the personnel of ENL Property;

- Reviewed and approved the yearly increase in pay of the personnel of ENL Property and ENL Agri;

- Recommended the appointment of Mr Jean Noel Humbert as Chairman on the Board of Directors of ENL Land following the resignation of Mr Louis Rivalland;

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

- Reviewed the categorisation of the Directors of ENL Land.

- Reviewed the findings of the Board appraisal 2016.

(b) Audit and Risk Management Committee

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

> During the year under review, the composition of the ARMC has been reviewed as detailed below.

Directors Category

Mushtaq Oosman Independent Non-Executive, Chairman

Jean Noel Humbert Independent Non-Executive

Eric Espitalier-Noël Non-Executive

Roger Espitalier Noël Non-Executive

> There have been the following changes in the composition of the ARMC in September 2016:

- Mr Jean Noel Humbert has resigned as Member following his appointment as Chairman of the Company; and

- Mr Simon-Pierre Rey has been appointed as Member in replacement of Mr Jean Noel Humbert.

> In compliance with The Code, the ARMC is composed entirely of Non-Executive Directors.

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

> The Company Secretary acts as Secretary of the Committee.

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

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

Auditors and external audit Financial Reporting, Reporting and Accountability

o Consider and make recommendations to the Board for the appointment, re-appointment and removal of the company’s external auditor;

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

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

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

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

o Review the annual financial statements, prior to submission and approval by the Board and assess whether the financial statements reflect appropriate accounting principles;

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

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




Internal control and internal audit Risk Management

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

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

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

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

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

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

o Outline the scope of risk management work;

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

o Review risk identification and measurement methodologies.

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

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

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

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

o Review the Company’s procedures for detecting fraud;

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

> The details of attendance to the meetings of the ARMC are disclosed on page 88 of the Annual Report.

> During the year under review, Mr Jean Raymond Hardy, CEO of ENL Agri was invited to attend the ARMC when deemed appropriate. Messrs Hector Espitalier-Noël and Johan Pilot were also invited to the aforesaid meeting for all matters pertaining to the property cluster.

> During the year under review, the ARMC:

o Reviewed and recommended to the Board the approval of:

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

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

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

- The risk management disclosures of the Annual Report 30 June 2015;

- The terms of reference of the ARMC;

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

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

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

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

o In respect of the Internal Audit function:

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

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

- Monitored the implementation of action plans by subsidiaries.

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

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

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




(vii) Attendance at Board & Committee Meetings

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

Board Audit & Risk Management Committee

Corporate Governance Committee

No. of Meetings held 8 5 2

Category Directors Attendance

Executive

Virginie Corneillet 3 1

Hector Espitalier-Noël 8 1

Jean Raymond Hardy 8

Non-Executive

Eric Espitalier-Noël 5 1

Gérard Espitalier Noël 3

Gilbert Espitalier-Noël 5

Roger Espitalier-Noël 7 5 2

Independent Non-Executive

Jean Noel Humbert 7 1 1


6 1

Jean-Pierre Montocchio 5 2 -

Mushtaq Oosman 3 1

Louis Rivalland (resigned on 30 June 2016)

7 4

(viii) Remuneration of Directors

> ENL Land’s constitution confers upon the Board the power to fix directors’ emoluments.

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

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

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

> There is no executive Director approaching retirement.

> The table hereunder lays out the present fee structure, as decided by the Board, following recommendations of the Corporate Governance Committee, for the chairpersons and members of the Board and of its Committees. Each Director’s yearly entitlement consists of a yearly fixed fee and a yearly attendance fee as detailed below:

Category of Member Yearly Fixed Fee Yearly Attendance Fee

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

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

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

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

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

Directors Remuneration from the Company

Remuneration from Subsidiaries

Remuneration from companies on which

Director serves as representative of the

Company

(Rs) (Rs) (Rs)

Virginie Corneillet 61,250 - -

Eric Espitalier-Noël 140,000 764,000 342,000

Gérard Espitalier Noël 111,250 - -

Gilbert Espitalier-Noël 147,500 406,364 -

Hector Espitalier-Noël 252,500 796,500 1,129,830

Roger Espitalier Noël 312,500 75,000 -

Jean Raymond Hardy 95,000 6,862,279 172,000

Jean Noel Humbert 132,500 - -


132,500 - -

Jean-Pierre Montocchio 190,000 - -

Mushtaq Oosman 73,750 - -

Louis Rivalland (resigned on 30 June 2016)

245,000 - -





4. PROFILE OF THE SENIOR MANAGEMENT TEAM

> The main subsidiaries of ENL Land, namely ENL Agri, ENL Property and Rogers are managed by dedicated, focused and committed teams.

> ENL Land also relies on ENL Limited for a wide range of corporate services such as legal & secretarial, PR and communication, information communication technology, human resources, internal audit, marketing etc.

> The profile of the Senior Management Team of ENL Land is disclosed on pages 72 to 73 of the Annual Report.

5. REGISTERED OFFICE

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

6. RELATED PARTY TRANSACTIONS

> Note 41 of the financial statements for the year ended 30 June 2016 set out on pages 186 to 187 of the Annual Report 2016 details all the related party transactions between ENL Land or any of its subsidiaries or associates and a director, chief executive, controlling shareholder or companies owned or controlled by a director, chief executive or controlling shareholder.

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

7. SHARE CAPITAL

> The share capital of ENL Land is composed of 295,847,036 Ordinary and 3,362,261 Non Voting Redeemable Preference shares.

> Non Voting Redeemable Preference shares:

o In December 2010, the Company had issued 23,339,257 Non Voting Convertible Redeemable Preference shares.

o According to the terms of issue, between 1 December 2011 to 15 December 2011, shareholders had been offered the right to convert all or any of the said shares held by them into Ordinary shares of the Company, in the proportion of one Ordinary share for each Non Voting Preference Share held. As such, 19,976,996 Non Voting Convertible Redeemable Preference Shares of ENL Land had been converted into 19,976,996 new Ordinary shares ranking pari passu with existing Ordinary shares.

o Post December 2011, the Non Voting Redeemable Preference shares remaining in issue are no longer convertible.

o However, those Non Voting Redeemable Preference shares are redeemable at the option of the Company as from 1 December 2015.


8. MATERIAL CLAUSES OF THE COMPANY’S CONSTITUTION

In January 2016, the shareholders have adopted a new constitution for ENL Land. The material clauses of the ENL Land’s constitution are as follows:

> Fully paid up shares are freely transferable;

> The Company may acquire and hold its own shares;

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

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

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

> A quorum for a meeting of the Board is half of the directors currently in office.

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

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

10. CONTRACT BETWEEN ENL LAND AND ITS SUBSTANTIAL SHAREHOLDER

> ENL Land has a management contract with ENL Limited (ENL) for the provision of management and corporate services.

> The main terms and conditions of the management contract are summarised hereunder:

o The contract is for 5 years and is renewable automatically thereafter for successive terms of 5 years unless either party gives to the other at least 6 months’ written notice of termination of the agreement, at any time before the expiry of any of the 5-year terms.

o The management fee is levied on turnover, net profit and property-development projects, as follows:-

- 2.5% of consolidated turnover;

- 5.5% of consolidated net profit, excluding share of results of associates and joint ventures and profits of subsidiaries that are managed through another direct agreement with ENL but includes profits on sale of land in respect of bona fide transaction;

- 2.5% of property-development costs, excluding the cost of land.

> Following the amalgamation of ENL Investment Limited with and into ENL Land, the activities of ENL Land Group had changed significantly. The above-mentioned management fee structure was deemed to be no longer appropriate. Thus a new fee structure more in line with the nature of the amalgamated Group and which will better align the interests of ENL Land with those of ENL Limited, was devised.



CORPORATE GOVERNANCE REPORT CORPORATE GOVERNANCE REPORT

> Effective 1 July 2016, the above-mentioned management contract has been amended and the new fee structure consists of the sum of:

- 2.5% of Operating Cash Flows up to Rs 1,000,000,000;

- 3.5% of Operating Cash Flows from Rs 1,000,000,001 to Rs 1,500,000,000;

- 4.5% of Operating Cash Flows above Rs 1,500,000,001; and

- 0.2% of Net Assets.

11. THIRD PARTY MANAGEMENT AGREEMENTS

ENL Property has a development management agreement with Dolphin Coast Marina Estate Ltd for managing the development of an IRS at La Balise. The contract is remunerated at 3.8% of the total development costs and is discharged by ENL Property.

12. INTERNAL CONTROL

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

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

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

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

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

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


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

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

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

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

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

“The internal control environment and system is an integral part of business operations and

contributes in sustaining performance. Though it is recognised that an internal control system has no silver bullets, re-assessing and strengthening

of internal controls is part and parcel of the organisation’s lifecycle”.

MUSHTAQ OOSMANChairman of ARMC


13. INTERNAL AUDIT

ENL Limited (ENL) provides internal audit services to ENL Land and its subsidiaries, with the exception of Rogers and Company Limited and the latter’s direct subsidiaries (thereafter referred to as ‘Rogers’). The services is provided in accordance with the terms of a management contract that binds ENL and ENL Land.

The Internal Audit function at Rogers is carried out by the Risk & Audit department, an independent in-house business unit operating within a framework aligned with the various policies in existence at this company. The Head of Internal Audit and Risk Management of Rogers reports to the Risk Management and Audit Committee (RMAC) of the Company.

ENL’s internal audit department is adequately staffed with qualified auditors and certified internal auditor. ENL’s Head of Internal Audit functionally reports to the Company’s Audit and Risk Management Committee (ARMC) on all internal audit issues of the Company and of the Group.

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

“Our quarterly meetings with the Internal Audit function enable the Audit and Risk Management Committee to take cognisance of salient internal audit matters and management action plans. The Committee values the contribution of the Internal Audit, for the organisation as a whole, and in supporting the Committee in fulfilling its duties.”

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

Monitoring& Compliance

DriveEf�ciency &Performance

ValueCreation

INTERNALAUDIT

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

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

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

> Conducting assurance reviews in accordance with the Internal Audit Plan. The key areas reviewed at entities of ENL Land related to ENL Agribusiness cluster and ENL Property cluster.

ENL Agri Limited and its subsidiaries

ENL Property Limited and its subsidiaries

Internal Audit Engagements

o Procurement of materials and services;

o Stock management and store arrangement of Agro supplies;

o Sales and debtors management for our anthurium growing business unit.

o Post-construction audits, for completed projects, with areas of focus being accounting of revenue and construction costs.

o Other specific assignments being review of the plant department of a major construction company, revenue and accounts receivables management and procurement-to-payment cycles amongst others.

> The outcome of the internal audit engagements entailed in salient audit observations being mentioned. Proposed action plans through closing meetings are also discussed with Operational Management and Senior Officials prior to finalisation. Such forums are intended to validate and prioritise on the importance of management action plans for addressing internal control deficiencies or improvements. The internal audit reports are subsequently reported to Senior Management and the ARMC of ENL Land.

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

> Collaborating with external auditors and sharing of audit issues; and

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



MUSHTAQ OOSMANChairman of ARMC


Building on the Initiatives of the Internal Audit Department

As from July 2015, the Internal Audit department has two distinct functions (i) an Assurance function and (ii) a Governance, Risk and Compliance (GRC) function. Whereas the GRC function operates autonomously, yet for practical reasons, the Head of Internal Audit still leads both functions. These two functions worked closely during year ended 30 June 2016 which enabled the Internal Audit Department to gain a better understanding of business realities and also to add higher value to clients.

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

Internal Audit ‘Journey to capture unrealised value’

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



Internal Audit (Assurance) Methodology:

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

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

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

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

AssuranceAdvisory

INTERNAL AUDITASSIGNMENT

PLANNINGAND SCOPING

Internal Audit (Assurance) Methodology

Value CreationMonitoring and ComplianceEf�ciency and Performance

OUR DRIVERS

qualityreview &assurance

OUR SERVICES

REPORTINGOF FINDINGS

Reporting Follow-up ofAction Plans

Building & Process understanding

Evaluate Risks & Controls

Observations & Action Plans

AuditTests

Risk Assessment

InternalAudit plan

ARMCApproval

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



Follow up over Key Initiatives on Governance and related matters

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

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

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

ACHIEVEMENTSThe Code was deployed across ENL Commercial and its subsidiaries.

Roadshows were organised, with the support of the Group HR function, in view of raising awareness of company officials on ethical principles. Company officials received a copy of the Code and confirmed their adherence to the Code.

Enterprise Risk Management (ERM)ENL Land had embarked on an ERM project which was two-folds, namely to:

> enhance its ERM framework to ensure alignment to leading practices; and

> reassess its existing key and emergent risks for its clusters.

ACHIEVEMENTSKey achievements are namely:

> ‘Risk Awareness’ sessions successfully conducted with Management teams of clusters;

> ‘Risk Workshops’ done with Management team of clusters and re-assessing the principal risks;

> ‘Risk Framework’ being revisited.


CORPORATE GOVERNANCE REPORT CORPORATE GOVERNANCE REPORT

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

Roadshows were organised, with the support of the Govern-ance, Risk and Compliance function (GRC), to raise aware-ness of company officials with regards to

> Fraud, its prevention and detection.

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

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

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

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

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

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


14. RISK MANAGEMENT

The activities of the risk management processes of ENL Land are explained on pages 36 to 57 of the Annual Report.

15. SHARE OPTION PLANS

ENL Land has no share option plans.

16. CODE OF ETHICS

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

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

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

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



18. COMPANY SECRETARY

> In accordance with the terms of ENL Land’s management contract with ENL Limited, the latter provides corporate secretarial services to the Company.

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

> The Company Secretary is responsible to the Board for ensuring proper administration of board proceedings.

> The Company Secretary provides guidance to Directors on matters of company law and with regard to their responsibilities in the statutory environment in which the Company operates.

19. HUMAN CAPITAL

Please refer to pages 58 to 61 of the Annual Report.

20. AUDITOR’S FEES

The fees paid to the auditors for audit and other services are disclosed on page 105 of the Annual Report.

21. DONATIONS

The aggregate amounts of political and other donations made during the year under review are disclosed on page 105 of the Annual Report.

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

HECTOR ESPITALIER-NOËLGroup CEO – ENL Limited


17. SAFETY AND HEALTH

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

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

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

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

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

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

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

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

> Last year, 18 employees of ENL Land Group were trained in First Aid.


22. BUILDING SOCIAL CAPITAL

ENL Land invested Rs 7 million to enhance the sustainability of local communities in regions hosting its operations, namely Pailles, Moka/Saint-Pierre, L’Escalier and Gros Cailloux. This contribution brings ENL Group’s total investment in building social capital to Rs 10 million, which is at par with those of previous years.

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

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

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

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

A full report on ENL Foundation is set out on pages 62 to 65.

23. AUDITORS

Following the amendments brought by the Financial Reporting Act in September 2016, where an audit firm has audited the accounts of a listed company for a continuous period of 7 years or more and is, as at 7 September 2016, auditing the accounts of that company, it may continue to audit the accounts of that company subject to such conditions and for such time as may be prescribed.

Since the conditions mentioned above have not yet been prescribed by the Authorities, the Board of Directors of ENL Land has recommended to the shareholders the automatic re-appointment of BDO & Co. as auditors of ENL Land for the year ending 30 June 2017.

Preety Gopaul, ACISFor ENL LimitedCompany Secretary

28 September 2016



BOARD OF DIRECTORS’ STATEMENTS

OTHER STATUTORY DISCLOSURES

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

Activities

The activities of the ENL Land Group are disclosed on pages 17 to 35 of the Annual Report 2016.

Directors

The Directors of the Company are listed on pages 68 to 72 of the Annual Report 2016. A list of the Directors of the subsidiary companies is given on pages 192 to 197 of the Annual Report 2016.

Directors’ Service Contracts

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

Directors’ Remuneration and Benefits

Total remuneration and benefits received, or due and receivable, by the Directors from the Company and its subsidiaries were as follows:

Directors of ENL Land From the Company From the Subsidiaries2016 2015 2016 2015

Rs’000 Rs’000 Rs’000 Rs’000

Executive Directors- Full-time 95 190 6,862 18,464- Part-time 128 148 797 304Non-executive Directors 1,336 1,105 1,245 229Post-employment benefits – Executive Directors - - - 1,826

1,559 1,443 8,904 20,823

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

Executive Directors (2016: 43; 2015: 5)- Full-time 212,536 22,784- Part-time - -Non-executive Directors (2016: 88; 2015:3) 4,659 225Post-employment benefits- Executive directors 2,406 -

219,601 23,009



Directors’ Interests in Shares

(i) The interests of the Directors in the shares of ENL Land Ltd as at 30 June 2016 are found on page 81.

(ii) As at 30 June 2016, none of the Directors, except for those detailed below, held any direct interests in the equity of the subsidiaries of the Company:

Ascencia Ltd (Class A shares) Rogers and Company Limited

No. of shares % No. of shares %

Virginie Corneillet - - 1,900 0.0008

Gilbert Espitalier-Noël - - 18,320 0.0073

Gérard Espitalier Noël 3,400 0.0013 2,400 0.0010

Jean-Raymond Hardy - - 17,000 0.0067

Jean-Pierre Montocchio - - 52,590 0.0209

Louis Rivalland(resigned on 30 June 2016)

- - 57,000 0.0226

Direct and Indirect Interests of Senior Officers (excluding directors) In the Equity or Debt Securities of ENL Land Ltd or any Subsidiaries

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

ORDINARY SHARES

Direct Indirect

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

Johan Pilot 1,200 0.0004 - -

(ii) As at 30 June 2016, the following senior officers held direct interest in the equity of the subsidiaries of the Company as detailed below:

Ascencia Ltd (Class A shares) Rogers and Company Limited

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

Philippe Espitalier-Noël - - 23,800 0.0094

Johan Pilot 3,500 0.0013 - -

Indemnities and Insurance

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

Contracts of Significance

During the year under review, there was no contract of significance to which ENL Land, or one of its subsidiaries was a party and in which a director of ENL Land was materially interested either directly or indirectly.

Shareholders

At 29 August 2016, the following shareholders were directly or indirectly interested in more than 5% of the ordinary share capital of the company:

Name of shareholders Interest (%)

ENL Limited 52.88

ENL Finance Limited 16.38

Donations Group Company

Donations made during the year: 2016 2015 2016 2015Political (Rs'000) 750 4,350 750 4,350

Corporate Social Responsibility (Rs'000)Statutory 2,856 1,926 - -Voluntary 4,784 4,074 3,408 3,000Number of institutions 425 286 166 52

Auditors’ Remuneration Group Company2016 2015 2016 2015

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

BDO & Co 15,189 4,204 1,000 825Other firms 7,400 - - -

Fees paid for the other services provided by:BDO & Co 3,825 - 1,325 -Other firms 8,500 - - -

Other services relate to transaction advisory services in respect of amalgamation of ENL Land Ltd and ENL Investment Limited and consultancy services.


BOARD OF DIRECTORS’ STATEMENTS BOARD OF DIRECTORS’ STATEMENTS


STATEMENT OF DIRECTORS’ RESPONSIBILITIES

In Respect of Financial Statements

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

> select suitable accounting policies and then apply them consistently;

> make judgments and estimates that are reasonable and prudent;

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

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

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

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

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

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

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

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

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

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


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

Name of Public Interest Entity (‘PIE’): ENL Land Ltd

Reporting Period: 1 July 2015 to 30 June 2016

We, the Directors of ENL Land Ltd, confirm that to the best of our knowledge, the PIE has not complied with Section 2.2.6 of the Code of Corporate Governance. The reasons for non-compliance are detailed on page 79 of the Corporate Governance Report.

Jean Noel Humbert Hector Espitalier-NoëlChairman Director

28 September 2016

BOARD OF DIRECTORS’ STATEMENTS BOARD OF DIRECTORS’ STATEMENTS

corporate governance report - enl€¦ · corporate governance report corporate governance report...

Documents