Corporate Governance

Velogic Holding Company Limited is a public company limited by shares and is the
integrated international logistics platform of the Rogers group. It is a subsidiary of
Rogers and is governed by the provisions of the Companies Act 2001.

Since its incorporation, Velogic has grown significantly in size and has proactively
applied the Corporate Governance principles in accordance with The Report on
Corporate Governance for Mauritius (2004) and thereafter The National Code of
Corporate Governance for Mauritius (2016) within its business operations.
It is also a public interest entity as defined by the Financial Reporting Act 2004.

The Board

As at 15 February 2022, Velogic is headed by a unitary board comprising eight directors. The Board is made up of two Executive Directors, four Non-Executive Directors and two Independent Non-Executive Directors, under the Chairmanship of Mr. Philippe Espitalier-Noël.

Upon appointment to the Board of Velogic, each new Director receives an induction pack from the Company Secretary. An induction programme and orientation process is supervised by Senior Executives of the company. Directors are further encouraged to attend courses to refresh their knowledge and to keep abreast of latest developments relating to their duties, responsibilities, powers and potential liabilities.

See Profile of Board Directors

The Committees

Prior to the listing of Velogic, its Board had resolved that its governance matters as well as risk management, internal control and audit matters be overseen by the Corporate Governance Committee (“CGC) and Risk Management and Audit Committee (‘RMAC’) of Rogers.

The Board of Velogic agreed that such governance structure operates well and there will be no change thereto. It was further resolved that the newly set up Sustainability and Inclusiveness Committee (‘SIC’) of Rogers assist the directors of the Company in the performance of their duties.

The membership and terms of reference of the said committees are available on https://www.rogers.mu/content/governance

The CFO of Velogic will be a permanent attendee of the RMAC of Rogers for the Velogic part. The CEO of Velogic will have a standing invitation to attend the meetings of the SIC and CGC of Rogers. The Company Secretaries of Rogers and Velogic will further coordinate to ensure timely flow of information between the CGC, RMAC and SIC of Rogers and the Board of Velogic.

Company Secretary

As a governance professional, the Company Secretaries guide the board on corporate governance principles and on their statutory duties and responsibilities. In an advisory role, the Company Secretary provides support and advice to group on corporate transactions/projects.

The Company Secretary is responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that board decisions are implemented.

The Company Secretary is Sharon Ah-Lin

The Board

The Committees

Company Secretary

Biography of Sharon Ah-Lin

Corporate
Governance