Statement of Compliance

Name of Public Interest Entity (PIE): Anglo African Investments Ltd
Reporting Period: 1st July 2014 to 30th June 2015

We, the Directors’ of Anglo African Investments Ltd, confirm to the best of our knowledge that the PIE has complied with all of its obligations and requirements under the Code of Corporate Governance except for Section 28 (Remuneration of Directors). The reason for non-compliance being that the Directors’ remuneration is disclosed by category in view of the confidentiality and sensitivity of the information.

chairman

Jean-Claude Béga

Chairman

sanjeev

Sanjeev V. Manrakhan

Director

Our Governance Framework

Corporate Governance Structure

Board
Board Committees Corporate Governance,
Remuneration and
Nomination Committee
Audit and Risk Management
Committee

The group operates within a clearly defined governance framework that allows the board to balance its role of providing risk oversight and strategic counsel while ensuring adherence to regulatory requirements and risk tolerance.

The board delegates authority to relevant board committees, the Corporate Governance, Remuneration and Nomination Committee, and the Audit and Risk Management Committee, with clearly defined mandates and authorities, while preserving its accountability.

The board committees facilitate the discharge of board responsibilities and provide in-depth focus on specific areas. Each committee has its Terms of Reference (ToRs), which the board reviews at least once a year.

The ToRs for each committee set out its role, responsibilities, scope of authority, composition and procedures. The committees report to the board through their respective chairmen and minutes of all committee meetings are submitted to the board.

Board Committees

The committees have been newly constituted by the Board of Directors and are (1) the Audit and Risk Management Committee and (2) the Corporate Governance, Remuneration and Nomination Committee.

Their terms of reference were approved by 1 July 2015.

Audit and Risk Management Committee

The main objectives of this Committee are to:

Review the internal control systems and processes as well as the internal audit reports;

Ensure the timely identification, mitigation and management of risks that could have a material impact on the Group;

Examine accounting and financial reporting processes and annual financial statements and ensure compliance with applicable laws and accounting standards;

Review the scope and results of the external audit as well as the nature and extent of non-audit services provided by external auditors, where applicable.

The members of the Committee are Mr Sunil Banymandhub (chairman of the committee), Mr Guillaume Ortscheit and Ms Sanjana Singaravelloo.

Corporate Governance, Remuneration and Nomination Committee

The main objectives of this Committee are to:

Determine, agree and develop the Company’s general policy on corporate governance;

Make recommendations on the appointment of new directors;

Determine any criteria necessary to measure the performance of executive directors in discharging their functions and responsibilities;

Recommend to the shareholders the level of fees to be paid to directors. and review and advise on the remuneration policy;

The members of the Committee are Mr Jean Claude Béga (chairman of the committee), Mr Pierre Ah Sue and Mr Sanjeev V. Manrakhan.

Board of Directors

The Board of Directors comprises 6 Independent non-executive Directors and 3 Executive Directors.

The Independent and Non-Executive Directors bring a wide range of experience and skills to the Board. The Executive Directors are involved in the day-to-day management and are in the full-time salaried employment of the Group.

The Board is responsible for providing effective corporate governance. It determines the Company’s purpose, strategy and values and ensures that the Company and its controlled entities are properly managed. It monitors and evaluates the implementation of strategies, policies, management performance criteria and business plans.

The role and function of the Chairman, who is an independent director, and of the Chief Executive Officer, are separate. The Chairman presides over meetings of directors and ensures the smooth functioning of the board. The management of the Group is carried out by the Chief Executive Officer who also develops and recommends to the Board the long-term vision and strategy for the Group, as well as formulates annual business plans and budgets to support the long term strategy approved by the Board.

Independent Directors

JCB_S
Mr. BEGA
Jean-Claude
Chairman
Jean-Claude Béga is Fellow of the Association of Chartered Certified Accountants and is the Chief Financial Officer of GML Management Ltée. He is also the Non-ExecutiveChairman of Phoenix Beverages Limited, Anahita Estates Limited and EllGeo Re.Mauritius Ltd and acts as Director of a number of Companies including Alteo Limited,Lux* Island Resorts Ltd, AfrAsia Bank Limited, Abax Corporate Services Limitedand The Emerging Africa Infrastructure Fund Limited, a Closed-End Fund financedby a pool of European Countries which provides long term debt finance to privateinfrastructure projects across Sub-Saharan Africa.
Ah sue
Mr. AH SUE
Pierre Billy
Director
Pierre Ah Sue started his career as an engineer with John Taylor & Sons (1982) and acquired in-depth experience in design and supervision of civil engineering projects under Sir Alexander Gibb & Partners (1982 to 1984) and Sigma Consulting Engineers (1984 to 1986). Pierre Ah Sue holds a BSc (Hons) degree in Civil Engineering. He founded Sotravic Ltée in 1986 and is the chairman of the Company. He was elected “Entrepreneur de L’Année 2011” by Eco-Austral Business Magazine. He established the Pierre Ah Sue Foundation in 2011 to drive his CSR activities. He is presently a member of the Building & Civil Engineering Contractors’ Association (BACECA), Chinese Business Chamber of Mauritius and the Mauritius Chamber of Commerce and Industry.
SB
Mr. BANYMANDHUB
Kishore Sunil
Director
Kishore Sunil Banymandhub graduated from UMIST (UK) with a B.Sc. Honours First Class in Civil Engineering, and completed his Master’s Degree in Business Studies at London Business School. He is also an Associate of the Institute of Chartered Accountants of England and Wales. In 1990, he started his own transport company. In 2008, he retired as CEO of the Cim Group. He currently acts as Independent Director of a number of domestic and offshore entities. He is Chairman of Omnicane Ltd. He is Director & Chairman of the Audit Committee of MCB Group Ltd as well as the Risk and Audit Committee of New Mauritius Hotels. He served as President of the Mauritius Employers Federation in 1987. He was Member of the Presidential Commission on Judicial Reform (1996), headed by Lord Mackay of Clashfern. He is an Adjunct Professor at the University of Mauritius.
Kitten
Pr. KITTEN
Marc Michel Maurice
Director
Marc Kitten is an Adjunct Professor in finance at Imperial College London and a founding partner of Candesic, a strategy consultancy focused on technology and healthcare. He graduated from Edhec Business School in France, attended the Young Managers Programme at INSEAD and holds an MBA from the University of Chicago, Booth School of Business. He has over 15 years strategy consulting experience at McKinsey and Candesic, following a 10-year career at Deutsche Bank as a vice president in the Global Markets division in Germany. He co-founded a software training company in 1991.
Guillaume
Mr. ORTSCHEIT
Guillaume
Director
Guillaume Ortscheit is a Bachelor of Mathematics and Science C and holds a degree in Computer Engineering from ESI SUPINFO, Paris. He is a senior consultant for ORION Strategic Services and is based in Cape Town, South Africa. He has 20+ years of technical and sales expertise centered in the mobile network operators ecosystems in Africa and mobile based products, IT infrastructure and security. He was previously the Chief Executive Officer of SIM Dynamics and prior to that, Sales Manager (Mobile Value Added Services Solutions) in Gemalto and General Manager (Business Development and Sales) for Gemplus.
Sanjana
Ms. SINGARAVELLOO
Tharangany Sanjana
Director
Sanjana Singaravelloo is Fellow of the Institute and Faculty of Actuaries (UK) and has a Bachelor of Science (Honors) (Operations Research), Bachelor of Science (Economics and Statistics), Postgraduate Diploma in Actuarial Science from the University of Cape Town and part qualification for the Chartered Financial Analyst exam. She has over 17 years’ experience gained with Old Mutual (Cape Town), Hymans Robertson Actuaries and Consultants (Glasgow), PwC (London and Amsterdam), ABN Amro (Amsterdam), the UK Pension Regulator (UK), Cim Life/Cim Insurance/Anglo (Mauritius) and Aon (South Africa) across corporate and trustee consulting on pension funds, mergers and acquisition in more than 20 countries. Since February 2013, she is heading the Global Benefit Africa unit of Aon.

Executive Directors

NB
Mrs BAJAJ
Nishika
Director
Nishika Bajaj holds a Bachelor of Commerce (Honors) from Sri Ram College of Commerce, University of Delhi, has done her Postgraduate Diploma in Journalism from the Asian College of Journalism and holds a Masters degree in Business Administration from the Faculty of Management Studies, University of Delhi. She has over 7 years’ experience across the financial services and communication sectors. She was appointed as Associate Vice President of HSBC under the bank’s leadership training program. Thereafter, she joined the business editorial team at India’s second largest newspaper by circulation, the Hindustan Times. In September 2013, she became the editor-in-chief of the financial news website AfricaMoney based out of Mauritius. She was also the Head of Content Delivery for the Digital Marketing team at Anglo African Consulting Ltd.
Ali
Mr. JAMALOODEEN
Ali Mohammad
Director
Ali Jamaloodeen holds a B.Eng. Honours First Class in Electrical & Electronic Engineering from the University of Mauritius, a M.Eng. in Telecommunications Engineering from the Royal Melbourne Institute of Technology, and a Master’s degree in Project Management from the University of Melbourne. He is a seasoned Project Management Practitioner with over 12 years of project leadership experience. He was previously the Turnkey Project Manager of Huawei in Mauritius, and Project Consultant in Australia. He is currently the Chief Operating Officer of the Anglo African Group. He joined the Company as its first employee in January 2007 in the role of General Manager – Programme Management.
SM
Mr. MANRAKHAN
Sanjeev Vinod
Director
Sanjeev Manrakhan studied “Economics and Applied Business Statistics” at the University of Cape Town and specialised in Services Marketing. He received a Post Graduate Certificate in “Telecom” from Bailbrook College in Bristol, UK before completing his MBA in “Information Strategy” at EDHEC Business School in Nice, France. He was appointed Head of Marketing and International Roaming for Mauritius Telecom’s Mobile division in 1995. He was part of the consulting team of France Telecom Mexico that worked on the Strategic Marketing Plan of Telefonos de Mexico [TelMex] prior to the liberalisation of the telecom sector in 1998. Thereafter, he joined Gemalto in 2000 as Regional Director for Sub-Saharan African looking after various sectors such as telco, banking and ID, before being appointed as Senior Advisor to the President of Huawei SSA in 2008. He founded the Anglo African Group and is currently its Chief Executive Officer.

Common Directors

Mr Ali Jamaloodeen and Mr Sanjeev Manrakhan are directors in all the subsidiaries of the Group.

Directors’ Remuneration

Remuneration received by the Executive directors from the subsidiaries amounted to Rs 2,072,724. No fees are payable to Executive directors in addition to their salaries. No fees were paid to the independent and non-executive directors in the period under review. The remuneration of the Executive directors are disclosed by category in view of the confidentiality and sensitivity of the information.

Statement of Remuneration Philosophy

There is currently no formal remuneration policy for the directors.
The remuneration policy for management and staff is to reward effort and merit as fairly as possible. Other factors considered include experience, qualifications, skills scarcity, responsibilities shouldered and employee engagement. The general manager of each subsidiary is also incentivized through a profit sharing scheme based on the profitability of the subsidiary and the achievement of set key performance indicators (KPIs).

Board Attendance

Number of board meetings held from 01 July 2014 to 30 June 2015: 5

Director Date of Appointment No of board meetings attended
from appointment date
Mr. Sanjeev Manrakhan 25 July 2012 5/5
Mr. Pierre Ah Sue 23 May 2014 3/5
Mr. Sunil Banymandhub 23 May 2014 2/5
Mr. Jean-Claude Béga 23 May 2014 5/5
Ms. Sanjana Singaravelloo 23 May 2014 4/5
Mr. Ali Jamaloodeen 4 September 2014 4/4
Mr. Guillaume Ortscheit 7 January 2015 3/3
Ms. Nishika Bajaj 13 February 2015 1/1
Pr. Marc Kitten 9 July 2015 N/A

Organisational Structure

Organisational-Structure-design

Management Team

The senior management team at Anglo African ably supports the CEO by providing valuable inputs for his decision making, as well as provides critical guidance and effective oversight for the implementation of Group activities on a day-to-day basis.

SM
Mr. MANRAKHAN
Sanjeev Vinod
Chief Executive Officer
Sanjeev Manrakhan studied “Economics and Applied Business Statistics” at the University of Cape Town and specialised in Services Marketing. He received a Post Graduate Certificate in “Telecom” from Bailbrook College in Bristol, UK before completing his MBA in “Information Strategy” at EDHEC Business School in Nice, France. He was appointed Head of Marketing and International Roaming for Mauritius Telecom’s Mobile division in 1995. He was part of the consulting team of France Telecom Mexico that worked on the Strategic Marketing Plan of Telefonos de Mexico [TelMex] prior to the liberalisation of the telecom sector in 1998. Thereafter, he joined Gemalto in 2000 as Regional Director for Sub-Saharan African looking after various sectors such as telco, banking and ID, before being appointed as Senior Advisor to the President of Huawei SSA in 2008. He founded the Anglo African Group and is currently its Chief Executive Officer.
LL_S
Mrs. LI CHIU LIM
Lee Yiang Liliane
Chief Financial Officer
Liliane Li Chiu Lim holds a BSc (Hons) in Accounting from the University of Mauritius and is a Fellow of the Association of Chartered Certified Accountants. She worked for some years at Price Waterhouse and Capital Construction Ltd before joining State Bank of Mauritius Ltd where she worked for 14 years and acted as Team leader (Finance division) / Financial Controller during her last 7 years. She is currently the Chief Financial Officer of the Anglo African Group.
Ali
Mr. JAMALOODEEN
Ali Mohammad
General Manager Anglo African International
Ali Jamaloodeen holds a B.Eng. Honours First Class in Electrical & Electronic Engineering from the University of Mauritius, a M.Eng. in Telecommunications Engineering from the Royal Melbourne Institute of Technology, and a Master’s degree in Project Management from the University of Melbourne. He is a seasoned Project Management Practitioner with over 12 years of project leadership experience. He was previously the Turnkey Project Manager of Huawei in Mauritius, and Project Consultant in Australia. He is currently the Chief Operating Officer of the Anglo African Group. He joined the Company as its first employee in January 2007 in the role of General Manager – Programme Management.
Jumbraj
Mr. KHULPUTEEA
Jumbraj
General Manager Anglo African System
Jumbraj Khulputeea holds a Bachelor of Engineering in Electronics and Communication from IIT Roorkee-India and MBA (IT Enterprise Management) from CDAC/UOM. He has over 15 years’ experience in implementation and support of Enterprise Systems, consisting of RISC based infrastructure, systems software and high availability solutions. He is currently the General Manager of AngloAfrican Systems Ltd.
Navin
Mr. MAUTBAR
Navindranath
General Manager Anglo African Telecom
Navindranath Mautbar holds a Master of Engineering (Electronic & Electrical) from University of Leeds, UK, and MBA (Marketing) from University of Surrey, UK. He has over 20 years’ experience in telecom engineering and managed services. He held managerial and engineering positions at Mauritius Telecom, Central Electricity Board, Mauritius Broadcasting Corporation and Bonair Knitwear Ltd. He is currently the General Manager of Anglo African Telecommunications Ltd.
JV
Mr. VALAYTHEN
Jessen
General Manager Anglo African Consulting
Jessen Valaythen holds a degree in Software Engineering and is an Oracle Technology Support Specialist, Oracle Certified Associate and Oracle HRMS Certified Implementation Specialist. He has over 10 years’ experience in the delivery, research and development side having intervened on a number of large sites in Mauritius in the Banking and Telco environment on different platforms such as Java, Databases, Oracle (Custom Development, Oracle BI, Content Management, and ERP), Mobile and Web Development. He is currently the General Manager of Anglo African Consulting Ltd.
ST
Mrs. TEELUCK
Sangita
Head of Supply Chain
Sangita Teeluck is the Head of Supply Chain and has vast experience in logistics and supply chain operations. She previously worked as administrative officer at Huawei for 18 months before joining Anglo African as administrative manager in 2007. She was promoted to the role of Operations manager for Anglo Mobility in 2011 and to Head of Supply Chain for Anglo African Group in 2015. She is currently completing her Diploma from the Chartered Institute of Procurement & Supply (CIPS).
SP
Ms. PEER Shamia
HR Manager
Shamia Peer is a Human Resource Professional who graduated from the University of Mauritius in 2009 with a BSc (Hons) in Human Resource Management. She started her career as an HR Officer in a Telecommunications company where she worked for 4 years. Next, she shifted to HR consulting, working as a recruitment consultant in a large group for a year before joining Anglo African in July 2015. She brings to the table her robust experience in the recruitment of people across various fields, and specializes in the recruitment of IT professionals.

Executive Committees

The management has set up 4 executive committees consisting of members in the middle management cadre from across the group and sponsored by a member of the management team. These executive committees focus on 4 areas that are critical to the organisation, as explained below.

Human Resource Development

Champion: Mr. KHULPUTEEA Jumbraj
Team Leader: Ms. PEER Shamia

Being an innovative and knowledge-based company, our survival and success is based on the ability to acquire and retain the best talents in the industry. This is the only source of lasting competitive advantage and our foremost critical success factor. This committee focuses on retention and development of the best-in-class talents.

Business Development

Champion: Mr. MAUTBAR Navindranath
Team Leader: Ms. GHOORUN Naazreen

The management believes that sharing the strength in our core businesses (recognised by the global tech firms) in selected Eastern African markets will contribute to our Revenue and Profit Margin Growth. The objective of this committee is to help develop long-lasting relationships with premier clients to obtain a significant share of their technology investments.

Best Practices

Champion: Mr. JAMALOODEEN Ali Mohammad
Team Leader: Mr. BURNAH Sailesh

Having become a Public Interest Enterprise with large scale implementation in mission critical industries such as BFSI, Telecom, Public Sector & Others, both locally and abroad, robust systems and processes are paramount to protect the business, its employees and clients. Moreover, effective IP Harvesting will allow successful implementation in overseas markets. This committee will ensure that the entire organisation, both in the head office and overseas offices, follows best-in-class systems and processes.

Innovation

Champion: Mr. VALAYTHEN Jessen
Team Leader: Mr. PURANG Madhav

With the fierce competition in the technology industry locally, it is critical that we continue to innovate with emerging technologies that generate higher margin for us. Once these are successfully implemented locally, they will be launched in other markets where we are present. This committee has been formed to ensure focus on cutting-edge technologies that will give the organisation a significant competitive advantage in the medium and long term.

Employees

Male 80%
Female 20%
Mauritian 76%
Non-Mauritian 24%

Risk Management

The Board is responsible for the risk management process which includes the identification and evaluation of risks as well as actions to terminate, transfer, accept or mitigate each risk. Management is accountable to the Board for the design, implementation and detailed monitoring of the risk management process.

The Group follows an Integrated Risk Management Framework that enables the management of risks by identifying the business functions, processes and activities that created them and then formulating and implementing strategies to minimize the potential exposure. Risk Management workshops are conducted regularly within entities and with the management team to ensure that all risks are identified and treated. Risks are categorized in the risk register as strategic, operational, financial and compliance-related. A bottom-up approach is adopted for the review exercise, whereby all risks that may cause failure to achieve corporate objectives are identified and evaluated.

newriskmanagement
Operation Risk

Operational risks are identified as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. Clear, documented processes have been implemented to ensure compliance with internal controls and are periodically evaluated to ensure their effectiveness. Human resources risk includes employee turnover, skill mismatch and loss of key personnel.

The Group recognises the importance of its people and their contribution to our achievements. Attraction and retention of talents, performance enhancement and improvement as well as promotion of employee engagement are key tools to manage this risk.

A Business Continuity Plan (BCP) is being worked on, with the aim of putting in place a structured and coherent approach to enable the Group to recover as quickly and as effectively as possible from unforeseen events with minimal impact on the Group’s operations. The final outcome of this exercise will be a BCP that will be regularly tested and updated. Disaster Recovery falls under the delegated responsibility of the Systems and Processes Committee.

Financial Risk

Financial Risks are outlined in Note 26 to the Financial Statements.

Compliance Risk

The Group’s business activities are conducted in conformity with relevant legislations and regulatory authorities to avoid any legal and regulatory sanctions or any financial/ reputational issues.

Reputational Risk

Reputational risk is a category in itself and is also influenced by the other sources of risk insofar as the Group’s reputation is impacted by a breach of other risk factors. The reputation of being a responsible corporate citizen is integral to all our Group activities.

The Group ensures that its systems and procedures are sufficient to mitigate any potential negative impact on its brand and reputation, and also strives to avoid negligent failure to meet a professional obligation towards stakeholders. Our reputational risk is also mitigated by the Code of Conduct adhered to by the employees.

Strategic Risk

Strategic risk is the risk that the strategies adopted by management may be inadequate to achieve the objectives /targets of the Group or that implementation of the strategies are delayed. In order to ensure that the strategic plan is fully implemented within the timelines, four executive committees, namely the International Business, Emerging Technologies, Human Capital Development and Systems & Processes committees have been set up.

The aim is to heavily involve the executive management and middle management team in achieving the strategic objectives. The Group intends to embrace a Project Management Information System (PMIS) that will facilitate the monitoring of the strategic implementation. Regular working sessions and tracking of the progress of the strategic action items against the strategic baseline are carried out.

Performance against objectives are monitored on at least quarterly basis and remedial actions, if required, are taken to ensure the achievement of the targets.

Internal Audit

The Group does not have an internal audit function. It has commissioned an independent firm, namely Ernst & Young, to perform an assessment of the design of the internal control framework for selected processes and their report was reviewed by the Audit and Risk management committee in September 2015.

Corporate Social Responsibility and Donations

The Group contributed Rs 311,045 from its CSR fund to 2 NGOs to support their work with underprivileged and vulnerable children in Roche Bois and Baie du Tombeau in educational projects and extracurricular activities. The company has not made any other donation during the year (2014: nil).

Ethics and Business Conduct

The Group is committed to abide by the highest standards of ethical and professional integrity, based on a fundamental belief that business should be carried out honestly, fairly and legally. Our Code of Conduct, which encompasses our ethical practices, anti-bribery rules, data protection and confidentiality norms amongst others, is intimated to employees upon joining as part of their employment conditions.

Health, Safety and Environment Policy

The Group has in place a Workplace Safety Rules handbook that is provided to all staff. The handbook is regularly updated.

The Group is committed to:

• Provide a safe workplace and ensure that personnel are properly trained and have appropriate safety and emergency equipment.

• Conserve natural resources by reusing materials, purchasing recycled materials, and using recyclable packaging and other materials

• Market products that are safe for their intended use, efficient in their use of energy, protective of the environment, and that can be reused, recycled or disposed of safely.

• Ensure the responsible use of energy throughout our business, including conserving energy, improving energy efficiency, and giving preference to renewable over non-renewable energy sources when feasible.

Auditors Remuneration

The fees payable to the external auditors for audit services amounted to Rs 553,310 (2014: Rs 515,000). No fees were paid to them for non-audit services.

Contracts of Significance

There was no contract of significance subsisting during the year to which the Company or any of its subsidiaries was a party to and on which a director was materially interested either directly or indirectly.