- The board shall comprise a maximum of twelve (12) directors.
- The board shall at all times have two resident Mauritian directors as required by Mauritian law.
- The two resident Mauritian directors shall be independent directors.
- The Directors shall be subject to retirement by rotation every three (3) years. A retiring Director shall be eligible for reappointment.
- A Director who is more than 70 (seventy) years old shall not be eligible for appointment to the board.
- The Board shall use its best efforts to ensure that its members can act critically and independently of one another.
- Mr Emmanuel Katepa (Managing Director)
- Mr Siyanga Malumo (Chairman)
- Mr Bishwarnath Bachun*
- Mr Amal Arpun Autar*
- Mr Reynolds Chanda Bowa
- Mr Ronald Tamale
- Mr Taimoor Labib
CECA.zm | Board Charter
The board of directors may delegate their powers to standing committees and/or ad hoc committees at their own discretion. Standing committees will include: Executive Committee, and Audit Risk and Compliance Committee.
Committee Members shall recuse themselves from voting in the event of conflict of interest; which interest shall be declared at the start of a committee meeting.
Audit and Risk Committee
Members: B. Bachun (Chairman), T. Labib, R. Bowa, S. Malumo
The Audit and Risk committee has been established to:
- monitor and enhance the adequacy and effectiveness of internal control processes;
- provide oversight for the external auditors, including review of the audit plan and overall audit approach;
- nominate external independent auditors and recommend an appropriate audit fee;
- review draft financial reports, including interim and annual financial statements prior to approval by the Board;
- monitor and ensure regulatory compliance, as well as adequacy and effectiveness of systems for monitoring compliance with laws, regulations, and Company policies and procedures;
- monitor and review risk management policies;
- review all regular reports provided on health, safety and environment.
CECA.zm | ARC – Terms of Reference
Members: R. Bowa (Chairman), S. Malumo, R. Tamale, A. A. Autar
The Committee’s core responsibilities include, inter alia, to:
- act on all matters as delegated by the Board;
- act on behalf of the Board on urgent matters arising between regular Board meetings and in instances where it is not possible or practical to convene a meeting of the Board, and bring such matters to the attention of the full Board;
- report to the Board at the ensuing board meeting on any decisions taken on behalf of the Board under the Committee’s delegated authority;
- provide oversight of the operational and financial management of the Company;
- review investments and dis-investments proposed by the management of the Company, for approval by the Board;
- oversee performance of the Company and investee companies;
CECA.zm | ExCo – Terms of Reference
The Board of Directors is responsible for the overall direction, supervision and control of CEC Africa Investments Limited (“the Company” or “CECA”) by directing the affairs of the Company in a manner that seeks to maximize the value of the Company for the benefit of its shareholders, while complying with the relevant regulatory requirements, the Company’s Constitution and relevant corporate governance standards.
- Representing and protecting the interests of the Company.
- Ensuring the prosperity of the company by prudently directing the affairs of the company and its investments.
- Approving the corporate strategy of the company from time to time.
- Identifying and setting the key performance measures from time to time.
- Identifying business risk areas and overseeing risk management.
- Approving investments and major asset purchases.
- Selection and appointment of key management executives.
- Approving executive compensation packages.
- Protecting the company’s reputation.
- Identification and nomination of candidates to fill any gaps in skills and expertise detected on the board.
- Identification and nomination of candidates to represent the company’s interests in investee companies both as senior management and board directors.
- Ensuring compliance with laws and regulations.
- Acting and speaking in concert with respect to important affairs and matters of principle.