REPORTING CONTEXT ABOUT US OUR OPERATING CONTEXT OUR PERFORMANCE OUR LEADERSHIP GOVERNANCE OUR FINANCIAL STATEMENTS SHAREHOLDERS' CORNER Common directorships The Directors of the Company who also sit on the boards of the holding companies of PhoenixBev, namely Phoenix Investment Company Limited (“PICL”), Camp Investment Company Limited (“CICL”) and IBL Ltd, (see page 110 for cascade holding structure) are: Directors PhoenixBev PICL CICL IBL Ltd Arnaud Lagesse √* √* √* √ Jean-Claude Béga √ – – √ Jan Boullé √ √ √ √* François Dalais √ √ √ – Guillaume Hugnin √ √ √ – Hugues Lagesse √ √ √ √ Thierry Lagesse √ √ √ √ * Chairperson Board processes, meetings and activities in 2021 to 2022 Board meeting process • Planning for Board meetings for the ensuing year is set by the Company Secretary and communicated to Directors • Draft agendas for the Board are finalised by the Executive Directors and the Chairperson prior to each meeting • Agendas are finalised five calender days before the scheduled date of the meeting except under special circumstances • Agenda and all relevant Board papers are sent to the Directors five calendar days before the scheduled meeting except under special circumstances • Agenda items supported by presentations from management or any other relevant attendee are discussed and appropriate decisions are taken • Minutes are produced and sent to management and the Chairperson for review and comments prior to circulating these to the Board members • Follow-up on Board decisions are then ensured by Executive Directors as well as the Company Secretary Beginning of the year Setting of agenda Before the meeting Board meeting After Board meeting • Review and approval of minutes • Review of the activities of the Company and its subsidiaries both locally and regionally • Reports from the chairpersons of the two Board Committees • Change of Registry Services • Review of Board composition for the Company and its subsidiaries • Recruitment of new Independent Director for the Company • Review of Directors’ and Committee Members remuneration for recommendation to the shareholders • Approval of the Corporate Governance Report 2021 • Abridged audited annual financial statements and Annual Report including full audited financial statements • Recommendation to the shareholders to change the external auditors • Abridged financial statements for the first, second and third quarters • Dividend declarations • Budget 2022/2023 • Capital expenditures • The Group’s financial performance against the budget • The Group’s activity reports from the CEO and COO/CFO • Strategic review of our activities in Réunion Island • Evaluation of new investment opportunities overseas • Strategic review of our sustainability programme Regular agenda Governance Financial Strategy Board meetings and activities The Board met nine times during the year under review. The main items discussed at these meetings are shown below. Decisions were also taken by way of written resolutions signed by all the Directors. CORPORATE CORPORATE GOVERNANCE CONTINUED 95 94 Phoenix Beverages Limited Integrated Report 2022 Phoenix Beverages Limited Integrated Report 2022
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