Subcommittee of the Board

BOARD COMMITTEES

Corporate governance has become an important concern for all institutions. The MPA recognises that it should be led by an effective Board which must exercise leadership, enterprise, integrity and judgment in directing the organisation in a transparent, accountable and responsible manner. In addition the Code of Corporate Governance provides that Board Subcommittees are a mechanism to assist the Board of Directors in discharging its duties and responsibilities through a more comprehensive evaluation of specific issues, followed by well-considered recommendations to the Board.

As such, six Board committees have been constituted namely the Staff Committee, the Audit & Risk Management Committee, the Finance and Investment Committee, the Land Lease Management Committee, the Corporate Governance Committee and the Port Licensing Committee to assist the Board in the effective performance of its responsibilities. These Committees operate within defined terms of reference and independently to the Board. The terms of reference of the six Committees are amended as and when required, subject to the approval of the Board.

The Chairpersons of these Committees report on the proceedings of the Committees at each Board meeting of the Authority and the Committees regularly recommend actions to the Board.

The Board recognises that Board Subcommittees are an effective part of the corporate governance framework of the Authority which enable the Directors to discharge their duties more effectively by sharing the work of the Board, enhancing Board efficiency and effectiveness and enabling issues to be studied in greater depth.

The following Subcommittees of the Board are authorised to obtain, at the MPA’s expense, professional advice both within and outside the MPA in order to perform their duties with due care and in line with best practices.

1. Nominations and Staff Committee

The Staff Committee has been set up to consider and determine establishment matters relating to the recruitment, appointment, promotion and empowerment of staff as well as the terms and conditions of employment. All recommendations made by the Staff Committee in regard to the establishment and conditions of employment are submitted for the consideration of the Board.

The terms of reference of the Staff Committee with regard to its composition and powers to deal with all staff matters date as far back as 1977. The Authority recognises that it should have clear and up to date guidelines to deal with all matters pertaining to human resources management.

The MPA Nominations and Staff Committee has the mandate to:

Recommend to the Board human resource strategies/policies;

Consider matters pertaining to appointment, promotion, confirmation of appointment of employees and application for early retirement;

Carry out interview of candidates for the filling of vacant positions as per the Authority’s approved recruitment and selection procedures;

Recommend as and when required the setting up of a sub-committee to carry out selection interview for lower grades;

Make recommendations in respect of the remuneration policy following performance appraisal;

Consider and recommend training as per the Authority’s Training Policy/Plan;

Consider matters pertaining to disciplinary actions and industrial relations;

Consider recommendations from Salary Commissioner/HRD Consultants in the context of the Authority’s Salary Reviews/Human Resource Development Plans;

Consider matters relating to welfare of employees;

Consider and recommend changes to the terms and conditions of service;

Consider and recommend the participation of MPA officers in overseas training/seminar/workshop; and

Consider other issues pertaining to human resources management.

The Nominations and Staff Committee is constituted as follows:

		Names
Chairperson		Mrs. Kantabye Babajee, Permanent Secretary, Prime Minister’s Office (External Communications Division)
Members		Mr. Ravi Meettook, Secretary for Home Affairs, Prime Minister’s Office (Defence and Home Affairs Division) Mr. Shakeel Goburdhone, Ag. Director-General, Mauritius Ports Authority Mrs. Lilowtee Rajmun-Jooseery, CSK, Director, Mauritius Export Association
Secretary		Mrs. Prameshwary Gungaram, Manager, Human Resources, Mauritius Ports Authority

2. Audit Committee

The Audit Committee was set up to provide a roadmap for the development of proactive strategies with a view to ensuring that every effort is made to appropriately manage risk that may have a bearing on port operations. In the light thereof, the attributes of the Audit Committee have been reviewed incorporating the following:

A. Internal Audit Function

To consider the adequacy of the Audit Plan and to ensure that the annual Internal Audit exercise covers all operations and the areas of risks;

To scrutinise and discuss on periodical reports submitted by the Internal Audit & Risk Management Department. These reports should include inter-alia observations, conclusions, recommendations and strategies;

To ensure that decisions taken at the level of the Audit & Risk Management Committee are timely implemented to bring in expected results;

To examine the performance reported on quarterly financial statements;

To assign specific duties to the Corporate Auditor pertaining to, among others, the following:
- Management of investment portfolios and investment in port related projects;
- Raising of loans for financing port projects;
- Acquisition and disposal of any asset and share of securities;
- Financial aspects of the Concession Contract;

Hedging techniques to mitigate losses in foreign exchange and operation of foreign accounts;

To instruct the Corporate Auditor to carry out specific investigations on suspected malpractices or alleged frauds as and when needed;

To consider the views of the Corporate Auditor on the effectiveness of MPA’s corporate governance processes; and

To report regularly to the Board on the actions of the Audit & Risk Management Committee.

B. Risk Management Function

To review risk management functions and the annual risk management plan;

To assess the scope and effectiveness of systems established for monitoring financial and non-financial risks;

To review risk assessment reports on a periodic basis to enable the Audit & Risk Management Committee to assess the risks related to the Authority’s operations and to consider the major risks identified and how they are controlled and monitored;

To report on the outcomes of the risk assessments performed on a periodic basis;

To review and monitor Management’s responsiveness to the findings and recommendations for prioritisation and allocation of resources to address areas of high exposure;

To monitor and review the effectiveness of the Authority’s Risk Management Function in the context of overall Risk Management system; and

To review the Authority’s engagements for compliance with risk management guidelines as per ISO 31000.

The Audit Committee is constituted as follows:

		Names
Chairperson		Mr. Vivekanand Ramburun, Director of Customs, Mauritius Revenue Authority
Members		Mrs. Lilowtee Rajmun-Jooseery, CSK, Director, Mauritius Export Association Captain Gilbert Mallet, Master Mariner
Secretary		Mrs. Lawtee Rugbur, Manager, Audit & Investigation, Mauritius Ports Authority

The Audit Committee operates under the terms of reference approved by the Board of Directors.

The Board is of the view that the members of the Audit Committee have sufficient financial management expertise and experience to discharge his responsibility properly. The Audit Committee confirms that it has fulfilled its responsibilities for the year under review, in accordance with its terms of reference.

The Audit Committee is governed by an Audit & Risk Management Charter and is responsible to assist the Board in fulfilling its financial reporting responsibilities. The Committee also reviews the financial reporting process, the internal control system and the management of risks. It also assesses the effectiveness of the independent audit process by having regular interactions with the independent auditors. The approach, scope and timing of the audit field are discussed with the audit team prior to the start of any audit. The Committee is also responsible for the appointment of internal and external auditors.

3. Finance & Investment Committee

The attributes of the Finance & Investment Committee have been updated in line with the approval limits as contained in the Internal Procurement Procedures Manual and approved by the Board at its meeting held in October 2014. The Committee makes submissions on the following for the consideration of the Board: -

MPA Budget for the ensuing year;

Financial statements for the current year;

Procurement of goods and services above Rs 1,000,000 (excl. VAT);

Purchase of foreign currencies for the Authority’s debt servicing exercise with a view to meeting payments due to contractors;

Investments of surplus cash in fixed deposit accounts denominated MUR and/or other foreign currencies;

Provision of incentive schemes to be granted to shipping lines;

Payment of dividends to Government based on estimated net surpluses;

Investment in port development projects;

Raising of loans for financing port development projects;

Early redemption of local/foreign loans;

Acquisition of any land/building or any interest thereon;

Mitigation of forex losses through hedging techniques;

Subscription, acquisition and disposal of shares or securities of any corporate body;

Granting of loans to other bodies subject to the approval of the Minister;

Forming part or subscription to the share capital of a company or enter into a management contract with any company or any person for the purpose of managing its investments;

Investment of any sum not immediately required for the purposes of its business; and

Realisation of investments, securities or loans under the Authority’s control in order to finance its operations or for the purpose of reinvestment.

The Finance & Investment Committee is constituted as follows: -

		Names
Chairperson		Mrs. Vailamah Pareatumbee, Director Economic and Finance, Ministry of Finance, Economic Planning and Development
Members		Mrs. Ourmilla Ramkurrun – Sepaul, Representative of External Communications Division of the Prime Minister’s Office Mr. Shakeel Goburdhone, Ag. Director-General, Mauritius Ports Authority Captain Mahendra Babooa, Marine Superintendent - Mauritius Shipping Corporation Ltd
Secretary		Mr. Adesh Sharma Soyjaudah, Manager, Financial Accounting & Treasury Management, Mauritius Ports Authority

4. Land Lease Management Committee

The Land Lease Management Committee makes recommendations to the Board on new lease applications, renewal of current leases, whilst setting up/reviewing guidelines and procedures for land management and land allocation with the following terms of reference:

Recommend renewal of existing lease agreements to the MPA Board;

Assess all applications against set criteria and make recommendations to the Board;

Advise the Board on the proper implementation of approved procedures/guidelines from time to time;

Review criteria for evaluation of land applications including procedures/guidelines for approval by MPA Board;

Advise the Board on improvements for the effective running of the Land Management Unit; and

Advise the Board on any major review or undertaking in regard to land management.

The Land Lease Management Committee is constituted as follows: -

	Names
Chairperson	Mr. Ravi Meettook, Secretary for Home Affairs, Prime Minister’s Office (Defence and Home Affairs Division)
Members	Mr. Shakeel Goburdhone, Ag. Director-General, Mauritius Ports Authority Mrs. Ourmilla Ramkurrun - Sepaul, Representative of External Communications Division of the Prime Minister’s Office Mrs. Vailamah Pareatumbee, Director Economic and Finance, Ministry of Finance, Economic Planning and Development
Co-opted Members	Mr. D. K. Manikaran, Senior State Attorney, State Law Office Mrs. Roshni Bissessur, Deputy Director, Valuation & Real Estate Consultancy Services Mr Vedacharya Vyas Sharma Chuckun, Senior Surveyor, Ministry of Housing & Lands
Secretary	Mrs. Simla Chotoree Ponnusawmy, Officer, Estate Management and Licensing Mauritius Ports Authority

5. Corporate Governance Committee

The objective of the MPA Corporate Governance Committee is to provide guidance to the Board on aspects of corporate governance and to recommend the adoption of best practices. The attributes of the Corporate Governance Committee are to ensure that:

The reporting requirements on corporate governance are in accordance with the principles of the Code of Corporate Governance and that the Authority’s Annual Report discloses the following:

Holding structure of MPA
A profile of the Board Directors, the Director-General and each member of the senior management team
Dividend policy
Detailed remuneration allocated to Board Directors
Main terms of reference of Board Committees and attendance details of Directors
Identification of key risks and their controls
Policies and practices as regards social, safety & health and environmental issues

The Board comprises a majority of independent non-executive Directors;

The Board exercises its powers and discharges its responsibilities as stipulated in the Ports Act 1998;

The Board sub committees are run effectively and smoothly;

A Code of Conduct is formulated establishing obligations of Directors as set out in the Code of Corporate Governance and the duties of the Directors to the Authority and to the Board;

Clear lines of responsibility and accountability prevail throughout the Authority;

Effective and regularly reviewed structures are in place to support the implementation and development of integrated governance across the Authority;

Timely reports are made to the Board of Directors, including recommendations and remedial action taken or proposed if there is an internal failing in systems or services; and

A sufficient independent and objective assurance is in place to support the robustness of key processes across all areas of governance.

The Corporate Governance Committee is constituted as follows:

		Names
Chairperson		Mr. Ravi Meettook, Secretary for Home Affairs, Prime Minister’s Office (Defence and Home Affairs Division)
Member		Mr Vivekanand Ramburun, Director of Customs, Mauritius Revenue Authority Mrs. Lilowtee Rajmun-Jooseery, CSK, Director, Mauritius Export Association
Secretary		Mrs. Anju Motaye-Seelochun, Ag. Chief Officer, Administrative Services Mauritius Ports Authority

The Corporate Governance Committee operates under the terms of reference approved by the Board and a quorum of two (2) members is currently required for a meeting of the said Committee.

In accordance with its terms of reference, the Corporate Governance Committee is responsible to provide guidance to the Board on aspects of corporate governance and for recommending the adoption of policies and best practices as appropriate for the Authority.

6. Port Licensing Committee

A Port Licensing Committee was set up as a sub-committee of the Board on 29 May 2018. The Port Licensing Committee is responsible to formulate procedures relating to the grant of port licences as per the terms of reference listed below:

(i) To examine the recommendations of the Port Licence Processing Committee with respect to the:

Grant of new Port Licence
Issue of temporary Port Licence, subject to terms and conditions
Renewal of Port Licences; and

(ii) To regularly review and update the policy for the grant/ renewal of port licences/temporary port licences.

In fulfilling its role and duties, the Port Licensing Committee applies the principles of good governance and regulatory best practices so as to provide a non-discriminatory, consistent and transparent framework for the issue of licences to service providers and at the same time safeguard the interests of the Authority. The Committee also takes into consideration the requirements of other statutory instruments in terms of protection of the environment, financial regulations, security, etc. when determining the issue of port licences.

The composition of the Port Licensing Committee is constituted as follows: -

		Names
Chairperson		Mr. Shakeel Goburdhone, Ag. Director-General, Mauritius Ports Authority
Members		Mrs. Ourmilla Ramkurrun – Sepaul, Representative of External Communications Division of the Prime Minister’s Office Mrs. Vailamah Pareatumbee, Director Economic and Finance, Ministry of Finance, Economic Planning and Development Captain Mahendra Babooa, Marine Superintendent, Mauritius Shipping Corporation Ltd
Co-opted Members		Captain Kavidev Newoor, Ag Port Master, Mauritius Ports Authority Mr. Gowraj Angad, Senior Manager, Estate Management and Licensing, Mauritius Ports Authority
Secretary