The Board of Directors (Board) deems that endorsing quality norms and beliefs of corporate governance in the Bank provide a solid bedrock for sustainability, a long haul value creation for all of its stakeholders and promote a culture of debate and openness. The Board is entrusted with the powers through its leadership in the hierarchy eulogising elevated standards of corporate governance to direct and supervise the conduct of the business and the affairs of the Bank ethically and effectively.

ABL, a public company incorporated on 12 January 2007, holds a Banking Licence which was issued on 29 August 2007. Its core banking and transactional capabilities are in Mauritius along with a representative office in South Africa. It is a Public Interest Entity (“PIE”) as per the Financial Reporting Act 2004 and is in line with the requirements of the relevant rules, regulations and legislations. 

The Bank operates under the aegis of a unitary board, collectively geared in guiding and directing the organisation to take the necessary steps to adhere, to the best of the Board’s knowledge, to all legal and regulatory requirements, such as: 

• The eight principles issued by the National Committee on Corporate Governance in its “National Code of Corporate Governance 2016”; 
• The Banking Act 2004 (amended March 2019) issued by the Bank of Mauritius; 
• The “Guidelines on Corporate Governance 2001” (revised October 2017) issued by the Bank of Mauritius (BOM); and 
• The provisions of the Mauritius Companies Act 2001.

Throughout the year ended 30 June 2019, the Bank has complied with all the principles set out in the Code and explained how these principles have been applied to the exception of the required board appraisal exercise (Principle 4) that could not be undertaken due to recent changes in the Bank’s directorship.

Disclosures pertaining to the eight principles of the Code have been made in different sections of the Annual Report, as outlined below:

The Terms of Reference, which the Board approves and reviews as and when required, defines all key governance positions within the Bank and their corresponding accountabilities which are crucial drivers of strategic performance and optimised adherence to proper governance. A clear line of demarcation is drawn between the roles and responsibilities of the Chairperson and the Chief Executive Officer (CEO) to disrupt any unfettered powers; these are listed below:

The Board has mandated the Corporate Governance Committee to select and review candidacies of the proposed Directors guided by legal and regulatory requirements. During the year under review, the Board has approved and adopted a policy, procedure and guidance for talent management, it is principally based on a number of objective criteria, for instance:

• Skills, knowledge and experience
• Independence of mind
• Needs of the Board at this period
• Board diversity 

Once the selection process has been completed, it makes its recommendation to the Board for approval.

For the purpose of filling a casual vacancy, the Board may approve the proposal of the Corporate Governance Committee. As such, the proposed Director shall stay in office until the next following annual meeting whereby he/she can be appointed by the shareholders.

The board members’ selection and nomination process can be classified into the main steps illustrated below:

The newly appointed Director shall receive a Letter of Appointment whereby the following details are provided:

• Terms of Appointment
• Time Commitment
• Roles and Duties
• Outside Interests
• Confidentiality
• Price Sensitive Information and Dealing in the Bank’s Shares
• Induction
• Insurance 

Following appointment on the Board, the Directors receive an extensive and formal tailored induction training to familiarize themselves with the activities of the Bank. In addition to receiving an information pack, the Directors also get accustomed with the Terms of Reference of the Board and their statutory duties and obligations.

Directors also receive quarterly ongoing updates on regulatory changes, which includes briefings to Audit Committee members.

The Chairman ensures that the development needs of the Directors are identified and consequently appropriate training is provided to continuously update their skills and knowledge.

In line with continuous professional development, the Directors attended a workshop on IFRS 9 and its implications for the Bank during the year under review. 

In accordance with its Terms of Reference, the Board is responsible for the succession planning of the Board, the Chief Executive Officer and Senior Management of the Bank.

The Board has mandated the Corporate Governance Committee to put in place the succession plans, especially that of the Chairperson and of the CEO. Same has been formalised in the Terms of Reference of the Corporate Governance Committee.

The Corporate Governance Committee shall be responsible for the identification and selection of potential candidates.

The Board regularly undergoes a performance appraisal exercise, in accordance with the National Code on Corporate Governance for Mauritius and BOM Guidelines on Corporate Governance. The Directors are requested to evaluate the Board on the following main criteria:

• The Board’s size, composition and structure
• The Board’s roles, duties and responsibilities 
• The effectiveness of the Board and its Committees
• The role and function of the Chairperson

The regular board appraisal exercise is performed internally through the Company Secretary, under the leadership of the Chairperson. It is generally done via questionnaires and the results are presented to the Corporate Governance Committee and ultimately, to the Board once they are available. The remarks and recommendations received are shared with the Board to enable the Directors to take appropriate steps where necessary and possible.

No Board appraisal exercise has been performed for the year under review due to recent changes in Board composition. The board regularly considers the need to conduct a board appraisal exercise.

The recommendation of the Code revolving around the use of an external consultant for Board appraisal exercises has been noted for forthcoming assessments.

The Corporate Governance Committee acts as Remuneration Committee as and when required and as part of its duties it determines, agrees, develops and reviews the Bank's general policy on executive and senior management remuneration.

The Executive Director who is in full time employment with the Bank is entitled to a fixed salary as per his contract of employment and he does not receive any additional remuneration for attending the Board meetings and Committees.

The table below sets out the fee structure for Non-Executive Directors: 

The Non-Executive Directors have not received any remuneration in the form of share options or bonuses associated with organisational performance during the year.
Total remuneration and benefits received and receivable, by the Directors from the Bank and its subsidiary for the year ended 30 June 2019 were as follows:

The detailed fees/remuneration paid to directors have been provided on page 53 of the Annual Report. 

Sanjiv Bhasin, Executive Director of AfrAsia Bank Limited, has a service contract with the Bank for a period of five and a half years expiring on 30 June 2021 and thereafter renewable if agreed by both parties. The notice period for termination of the contract is six months.

Thierry Vallet, Director of AfrAsia Investments Limited, has a service contract with the Bank for an undetermined period, the notice period for termination of the contract is six months.

The interests of the Directors in the securities of the Group and the Bank are maintained by the Company Secretary. As part of the appointment of a director, the latter needs to notify in way of writing to the Company Secretary their interests as well as their associates’ interests in the securities of the Group and the Bank.

The directors’ share interest as at 30 June 2019 were: 

*Those directors have opted to exclude notification of the interests of their associates in the securities of the Company and their interests and those of their associates in the securities of the associates of the Company. 

The Directors do not hold any shares in the subsidiaries of the Bank whether directly or indirectly.

The Directors are responsible for preparing the financial statements in accordance with International Financial Reporting Standards, International Accounting Standards and Companies Act 2001. The Directors must ensure that the provisions of the Companies Act 2001, the Banking Act 2004 and Financial Reporting Act 2004 are complied with. They must also ensure that the financial statements are free from errors, material misstatements or irregularities and that any non-adherence is disclosed, explained and quantified.  

With the deployment of its sustainability strategy since 2016, AfrAsia Bank has been very active in the developments of its four pillars: Marketplace, Workplace, Social and Environmental Responsibilities.

Last year marked a milestone in the sustainability journey of the Bank with the publication of its first Integrated Report. The Integrated Reporting framework serve to guide AfrAsia in its strategy and provides clarity on how the six capitals are processed by the Bank to create value. The Integrated Report 2018 was classified at an advanced level in UNGC.

Financial Capital is the value of money that the Bank obtains from providers of capital that is used to support business activities. Profits are then generated for distribution amongst its stakeholders and for retention to fund business activities.

Manufactured Capital is the Bank’s tangible and intangible infrastructure, including IT assets, used for value creation through business activities.

Intellectual Capital refers to the collective knowledge, research, thought leadership, brand management and intellectual property used to support business activities and lead public discourse on global challenges.

Human Capital refers to the employees’ competencies, knowledge and experience and their capability to utilize these to meet stakeholder needs. The Bank puts its People at the forefront of its strategy and our Human Resources  team is developing several strategies towards being the Employer of Choice in Mauritius.

Social and Relationship Capital refers to the relationships the Bank creates with its customers, investors, regulators, suppliers and community at large to create societal values as a responsible corporate citizen.

Natural Capital refers to the natural resources that the Bank uses to create value for its stakeholders, as well as climate finance it mobilizes to promote natural resource preservation and environmental mitigation.

Additionally, the Bank conducted its first materiality assessment to engage actively with its stakeholders on sustainability topics.

As from April 2019, AfrAsia is also a member of the Global GRI community.

Should you need a paper copy of AfrAsia Bank’s Sustainability Report 2019, please contact the Corporate Sustainability & CSR Team at This email address is being protected from spambots. You need JavaScript enabled to view it. or via phone (+230) 403-5500. You may also contact us via post [4th Floor NeXTeracom Tower III / Ebene 72201 / Mauritius]. You are requested to provide your full name and full postal address.

The Annual Report is published in full on the Bank’s website.

The financial statements are set out in Section B of the Annual Report.

The complete Risk Management Report is set out on pages 84 to 113 of the Annual Report.

The Directors are responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards and all the requirements of the Mauritius Companies Act 2001, the Banking Act 2004 and the Financial Reporting Act 2004 and for such internal controls as the Directors determine are necessary to enable the preparation of financial statements that are free from material misstatements, whether due to fraud or error. Any deviations on the above will be reported in the independent auditor’s report attached to the financial statements.   

SECTION 75(3) OF THE FINANCIAL REPORTING ACT 2004)
AfrAsia Bank Limited and its Group Entities
Year ended 30 June 2019

We, the Directors of AfrAsia Bank Limitcd, confirm that to the best of our knowledge AfrAsia Bank Limited and its Group Entities have complied with all of its obligations and requirements under the National Code of Corporate Governance 2016 in all material aspects except for Principle 4. The reason for non-compliance is as per below.

Date: 19 September 2019