Corporate Governance

Governance Framework

Constance Hotels Services Ltd (CHSL) is a Public Interest Entity as defined by the Financial Reporting Act 2004. The Board is ultimately responsible and accountable for leading and controlling the Company, in accordance with the terms of reference outlined in the Board Charter, and meeting all legal and regulatory requirements. The Board acts in the best interests of the Company and its business, whilst taking into consideration the interests of the Company’s Shareholders and other Stakeholders.

Constance Hotels Services Limited is engaged in adhering to the National Code of Corporate Governance for Mauritius (2016) issued by the National Committee on Corporate Governance and in upholding standards of corporate governance through company-wide awareness of its business ethics and the stewardship and supervision of its Management by the Board of Directors (“Board”) and Committees of the Board.

Constitution CHSL
Organisational Chart

 

Board and Board Committees

The Company is managed by a unitary Board. At year end, the Board consisted of three Independent, six Non-Executive and three Executive Directors, including two female Directors. The Chairman is an Independent Director.

The Board structure consists of the Board of Directors, the Audit (Risk Management) Committee, the Corporate Governance Committee, the Nomination and Remuneration Committee and the Company Secretary, underpinned by related Charters, Policies and Codes.

Board of Directors Charter

Audit (Risk Management) Committee Charter

Corporate Governance Committee Charter

Nomination and Remuneration Committee Charter

Nomination and Appointment Process

Directorate

Company Secretariat

The Company Secretariat function has been entrusted to La Gaieté Services Limited, represented by Mrs Marie-Anne Adam and Mr Yan Béchard. Both are fully qualified secretaries from the Institute of Chartered Secretaries and Administrators (ICSA). As such they qualify to act as Company Secretary in accordance with qualifications required by the Companies Act 2001. The role of the Company Secretary has been defined in a Position Statement as approved by the Board of Directors.

 

Key Senior Governance Executives

  • Jean Jacques Vallet

  • Andrew Milton

  • Siegfried Espitalier Noël

  • Kevin Chan Too

Statement of Major Accountabilities

 

Codes & Policies

The organisation’s Code of Ethics and Conduct

The Code of Ethics and Conduct for Directors

The Conflict of Interest and Related Party Transactions Policy

The IT Information Security Policy

The IT Code of Practice

All policies, codes and charters are approved by the Board on the recommendation of its relevant Committee and are applied throughout the Group. Certain Policies and Codes are subject to review at least annually whilst Charters are reassessed every two years, unless otherwise required.