The directors of Go Life International endorse the Mauritian Code of Corporate Governance and recognise their responsibility to conduct the affairs of Go Life International with integrity and accountability in accordance with generally accepted corporate practices. This includes timely, relevant and meaningful reporting to its shareholders and other stakeholders, providing a proper and objective perspective of Go Life International.
It should be noted that Go Life International has issued a report on the areas of non-compliance with the Mauritian Code of Corporate Governance, which is detailed in its annual report for the year ended 31 December 2015. The areas of non-compliance arise primarily due to the unexpected resignation of one of the independent non-executive directors in late 2015 and the small size of the company. Subsequent to year end, certain areas of non-compliance have been addressed with a new board appointment and change in the composition of committees as detailed below.
In addition, in anticipation of listing on AltX, certain additional aspects of corporate governance have been introduced within the Group and Chapter 2 of the King Code on Corporate Governance (King III) will be applied throughout Go Life International and its subsidiaries going forward in accordance with the JSE Listings Requirements for companies listed on the AltX. The directors have, accordingly, established procedures and policies appropriate to Go Life International’s business in keeping with its commitment to best practices in corporate governance. These procedures and policies will be reviewed by the directors from time to time.
The directors of Go Life International will adopt the principals of the code, being fairness, accountability, responsibility and transparency. The formal steps taken by the directors are as follows:
The board of directors shall meet quarterly and disclose the number of meetings held each year in it s annual report, together with the attendance at such meetings. A formal record shall be kept of all conclusions reached by the board on matters referred to it for discussion. Should the board require independent professional advice’s; procedures have been put in place by the board for such advice to be sought at the Company’s expense.
All directors have access to the advice and services of Company Secretary, which fulfills the role of Company Secretary. The board is of the opinion that the Company Secretary has the requisite attributes, experience and qualifications to fulfill its commitments effectively. This assessment is based on the experience and qualifications of Company Secretary, as well as the fact that Company Secretary is familiar with the Company and its recent restructuring. The appointment or dismissal of the Company Secretary shall be decided by the board as a whole and not one individual director.
Directors are expected to maintain their independence when deciding on matters relating to strategy, performance, resources and standards of conduct. On first appointment, all directors will be expected to undergo appropriate training as to the Company’s business, strategic plans and objectives, and other relevant laws and regulations. This will be performed on an on-going basis to ensure that directors remain abreast of changes in regulations and the commercial environment.
The board is responsible for relations with stakeholders, as well as being accountable to them for the performance of the Company, and reporting thereon in timely and transparent manner.
In accordance with AltX Listings Requirements, the directors are required to attend a 4-day Directors Induction Programme, although directors of secondary listed companies are exempted from this requirement. The two South African directors have stated their intention to attend this course over the next 12 to 18 months.
Chairman and Chief Executive Officer
The offices of Chairman and Chief Executive Officer are to be fulfilled by two different persons, in order to ensure a balance of power and authority so that no one person has unfettered decision making powers. The roles of chairperson and chief executive officer are therefore separated, with the chairperson being an independent non-executive director. Mr Yusuf Sooklall is the chairperson of Go Life International while Mr Gerhard Naudè is the Chief Executive Officer.
The board includes both executive and non-executive directors in order to maintain a balance of power and ensure independent unbiased decisions and that no one individual has unfettered powers of decision making. The board of directors of Go Life International consists of five members, 3 of whom are independent non-executives.
Supply of information
The board will meet on a regular basis where possible, but a minimum of every three months. The directors will be properly briefed in respect of special business prior to board meetings and information will be provided timeously to enable them to give full consideration to all the issues being dealt with.
Furthermore, management shall supply the board with the relevant information needed to fulfill its duties. Directors shall make further enquiries where necessary, and thus shall have unrestricted access to all Company information, records, documents and property. Not only will the board look at the quantitative performance of the Company, but also at issues such as customer satisfaction, market share, environmental performance and other relevant issues. The Chairman must ensure that all directors are adequately briefed prior to board meetings.
Delegation of duties
Directors have the authority to delegate certain of their duties, either externally or internally, in order that they perform their duties fully. The Chief Executive Officer shall review these delegations and report on this to the board.
Appointments to the Board
Any member of the board can nominate a new appointment to the board, which will be considered at a board meeting. The nominated director’s expertise and experience will be considered by the board as well as any needs of the board in considering such appointment. In accordance with the AltX Listing Requirements a nomination committee is not required and the size of the Company doe snot warrant the establishment of a nomination committee. The board currently does not have a policy on promotion of gender diversity and will establish a gender promotion policy after the listing on the AltX.
A general meeting of the directors shall have the power from time to time to appoint anyone as a director, either to fill a vacancy, or as an additional director. The Company’s Constitution does not provide a maximum number of directors. Any interim appointments will be subject to approval at the Company’s next general or annual general meeting.
The company does not have a nomination committee due to the size of the company.
Go Life International did not have remuneration committee for the past year and this is not an Altx requirement. The remuneration policy provides for the payment of market related salaries as well as providing for the executive directors to participate in a discretionary 13th cheque, subject to performance incentives. No performance incentives have been set for the year ending 28 February 2016. Going forward, executive directors’ remuneration will be determined by a disinterested quorum of directors.
Service contracts and compensation
Go Life International has no service contracts with its executive directors.
Non-executive directors are not subject to retirement by rotation. In accordance with the Constitution, the company may, from time to time, by resolutions of Directors or by resolutions of shareholders, appoint new or additional directors on such terms as it may determine. A director may be removed from office with cause by a resolution of directors. Unless otherwise provided by law, the shareholders shall have the power, by way of a resolution passed at a Members’ meeting, to remove any director before the expiry of his period of office subject, however, to the right of any such director to claim damages under any contract.
Accountability and audit
The company is duly incorporated in Mauritius and operates in conformity with its Constitution and all laws of Mauritius. 137
The board is responsible for the Group’s systems of internal financial and operational control, as well as for maintaining an appropriate relationship with the Company’s auditors. The board is responsible for presenting a balanced and understandable assessment of the Company’s financial position with respect to all financial and price sensitive reports on the Company.
The directors will conduct an annual review of the Company’s internal controls, and report their findings to shareholders. This review will cover financial, operational and compliance controls, as well as a review of the risk management policies and procedures of the Company. As the company grows in size, an internal audit committee will be established in accordance with the Mauritian Code of Governance.