REPORTING CONTEXT ABOUT US OUR OPERATING CONTEXT OUR PERFORMANCE OUR LEADERSHIP GOVERNANCE OUR FINANCIAL STATEMENTS SHAREHOLDERS' CORNER PRINCIPLE 2: THE STRUCTURE OF THE BOARD AND ITS COMMITTEES The Board of Directors PhoenixBev is led by an effective and highly committed unitary Board comprising eleven Directors who possess the appropriate skills, knowledge, independence and experience in the core and other business sectors, for both local and regional markets, to enable them to discharge their duties and responsibilities effectively. The Board plays a key role in determining the Company’s and Group’s direction, monitoring its performance and overseeing risks, and is collectively responsible for the long-term success of the Company and the Group. The Board believes that it possesses an adequate balance of skills to fulfil its duties and responsibilities. The composition of the Board as at the date of this report is as follows: Name Status Arnaud Lagesse Non-Executive Chairperson Jean-Claude Béga Non-Executive Director Jan Boullé Non-Executive Director François Dalais Non-Executive Director Guillaume Hugnin Non-Executive Director Hugues Lagesse Non-Executive Director Thierry Lagesse Non-Executive Director Sylvia Maigrot Independent Non-Executive Director Catherine McIlraith Independent Non-Executive Director Patrick Rivalland Executive Director (Chief Operations Officer – Chief Financial Officer) Bernard Theys Executive Director (Chief Executive Officer) The following changes occurred in the Board composition during the year under review: • On 7 February 2022, Mr. Yvan Mainix-Chirio resigned as Director • On 4 April 2022, Mrs. Catherine McIlraith was appointed as Director • On 4 April 2022, Messrs. Jean-Pierre Dalais and Roger Espitalier Noël resigned as Alternate Directors of Messrs. François Dalais and Guillaume Hugnin respectively • On 30 June 2022, Mr. Reshan Rambocus resigned as Director Profiles of Directors and details of other directorships The profiles of the Directors including their external directorships in listed companies are disclosed on pages 84 to 87 of this report. Details of other directorships are available upon request to the Company Secretary, IBL Management Ltd, 4th Floor, IBL House, Caudan Waterfront, Port Louis. CORPORATE CORPORATE GOVERNANCE Balance and gender diversity of Board Members Female Male 40 to 49 years old 0 to 5 years 5 to 10 years More than 10 years 50 to 59 years old 60 to 69 years old 18% 82% Gender diversity 2 9 18% 36% 46% Age 2 5 4 9% 55% 36% Length 1 4 6 Key roles and responsibilities within the Board PMC has been delegated with the responsibility of managing and executing the strategic development of PhoenixBev. However, the Board of PhoenixBev has the responsibility to ensure that there is an effective organisational and reporting structure in place within PMC so that there are clear reporting lines within the Group and well-defined roles and responsibilities. The above delegation of responsibilities has been implemented while ensuring that the decision-making process involves the adequate resources. The ultimate responsibility of supervision of the Group remains with the Board of PhoenixBev. The key senior governance positions and responsibilities, as approved by the Board, are as follows • Provides overall leadership • Ensures smooth functioning of the Board • Encourages active participation of each Director in discussions • Makes sure the Board is aware of the Company’s and Group’s affairs and assumes its obligations to all shareholders and other stakeholders • Responsible for the day-to-day running of the Company’s and Group’s operations • Leads and directs senior management to implement the strategy and policies set by the Board • Provides insights for short and medium-term development of Group operations • Monitor the delivery of the agreed strategy within the risk and control framework set by the Board • Constructively challenge the Executive Directors and management of the Company • Provides assistance and information on governance and corporate administration matters • Guides the Board on the Directors' statutory duties under the law, disclosure obligations and listing rules as well as corporate governance requirements and effective Board processes Chairperson Executive Directors Company Secretary Non– Executive Directors 9 5 4 CONTINUED 93 92 Phoenix Beverages Limited Integrated Report 2022 Phoenix Beverages Limited Integrated Report 2022
RkJQdWJsaXNoZXIy MTcyNjcwMw==