VELOGIC HOLDING COMPANY LIMITED (“Velogic” or the “Company”)
1.1. About Velogic
Headquartered in Mauritius, Velogic combines over 50 years of experience and in-depth expertise in the logistics business. Velogic simplifies the complexities of international trade and logistics for its customers and creates added value by integrating the best available solutions. It offers its customers an integrated and comprehensive logistic solution with a wide range of services including freight-forwarding, customs clearance, transport
1.2. Complementary to Laws and Articles
The board of directors’ Charter (the “Charter”) summarises the objectives, roles and responsibilities and composition of the board of directors (the “Board”) of Velogic.
The Charter is not meant to have legal force and effect and is not intended to replace the constitutive documents of the Company or the legislation in force in Mauritius or the Code of Corporate Governance. Should there be an inconsistency between the latter documents and the Charter, the latter documents shall prevail.
1.3. Charter on website
The Charter is posted on Velogic’s website.
2. Composition of the Board and Committees
2.1. Board Composition
The Board, in consultation with the Nomination Committee of Rogers and Company Limited (“Rogers”), reviews its size and composition, in light of the market in which the Company operates. The board skill matrix is set out on its website.
The Board has a unitary structure comprising executive, non-executive and independent directors. The definition of executive, independent and non-executive directors are in line with the National Code of Corporate Governance for Mauritius (2016) (the ‘Code’).
2.2. Number of directors
The size of the Board is commensurate with the scale of the business, while complying with requirements of the Companies Act 2001 and the Code.
2.3. General composition
The Board uses its best efforts to ensure that:
i. its members act critically and independently of one another;
ii. each board member can assess the broad outline of the Company’s overall policy;
iii. each board member has sufficient expertise to perform his or her role as a board member within the Board Profile and in line with his or her duties outlined in the Companies Act 2001;
iv. it comprises an appropriate combination of executive, non-executive and independent directors in line with the Code.
v. the Board encourages board diversity
2.4. (Re) Appointment, Term of Office, Resignation
In accordance with the Companies Act 2001, all directors are eligible for re-election at the annual meeting of shareholders.
The appointment of a new director is carried out in accordance with the provisions of the Companies Act 2001.
The election of the Chairman is approved by the Board. The role and duties of the Chairman is set out in his position statement which is available on the Company’s website https://www.velogic.net/our-company/management-team/#position-statement
2.6. Company Secretary
The Company Secretary assists the Board in many ways.
All Board members may go to the Company Secretary for advice or to use his or her services.
The duties and responsibilities of the Company Secretary are set out in his/her position statement which is available on the Company’s website at https://www.velogic.net/our-company/management-team/#position-statement
The Board had resolved that its governance matters be overseen by the Corporate Governance Committee (“CGC) of Rogers. On 22 August 2022, the Board resolved to set up its own Risk Management and Audit Committee (“RMAC”) to oversee its risk management, internal control and audit matters. Furthermore, the Sustainability and Inclusiveness Committee (“SIC”) of Rogers continues to assist the directors of the Company in the performance of their duties with regard to sustainability matters. The memberships and terms of reference of the CGC and SIC are available on https://www.rogers.mu/content/governance and the terms of reference of the RMAC is available on the website of the Company at https://www.velogic.net/investors/corporate-governance/
3. Duties and Powers of the Board
3.1. General Duties and Powers
(a) General Responsibilities
The Board oversees the general business of the Company.
The Board’s primary responsibility is to protect the interests of the Company, and having regard to its role, the Board directs and supervises the management of the business and affairs of the Company including, in particular:
- ensuring that company goals are clearly established, and strategies are in place for achieving them (such strategies being expected to originate, in the first instance, from management);
- establishing policies for strengthening the performance of the Company including ensuring that management is proactively seeking to build the business through innovation, initiative, technology, new products and the development of its business capital;
- monitoring its own performance including regular review of the Board Profile;
- monitoring the performance of management on the premise that in the normal course of events, day-to-day management of the Company is in the hands of management;
- familiarising itself with issues of concern to all relevant stakeholders as the Board recognises that the Company’s long-term survival and prosperity are closely intertwined with the environments and markets within which it operates;
- appointing the CEO, setting the terms of the CEO appointment and, where necessary, terminating this appointment with the Company;
- deciding on whatever steps are necessary to protect the Company’s financial position and the ability to meet its debts and other obligations when they fall due, and ensuring that such steps are taken;
- ensuring the Company’s financial statements are true and fair and otherwise conform with law;
- ensuring the Company complies with prevailing laws and regulations and adheres to high standards of ethics, good governance and corporate behaviour;
- reviewing the financial statements of the Company on a quarterly basis;
- supervising compliance with written procedures for the preparation and publication of annual reports;
- ensuring all related party transactions are reviewed by the Rogers Risk Management and Audit Committee and the Board and are agreed on terms that are customary for arms-length transactions in the Company’s business;
- ensuring the Company has appropriate risk management/ regulatory compliance policies and internal control procedures in place;
- ensuring an open, transparent and competitive process for the appointment of external auditors and reviewing their compensation with a view to ensuring independence;
- duly considering recommendations made by the external auditors;
- considering and approving recommendations made by the Board Committees; and
- approving any written policies prepared by management and reviewed by relevant Board Committees; and
- Review of any transactional matters that could have a significant impact on the Company’s business together with the Company’s legal advisor.
(b) Acting in the best interest
The Board shall act in the best interests of the Company, taking into consideration the interests of the Company’s shareholders and other stakeholders.
(c) Provision on Information
The Chairman, the Company Secretary and the CEO shall ensure that management, in a timely manner, provides the Board and its Committees with the information they need to properly function.
All directors have access to the Company Secretary and to the Senior Executives to discuss issues or to obtain information on specific areas or items to be considered at board or committee meetings or any other area they consider appropriate.
In line with section 192 of the Companies Act 2001, the directors may have access to the records of the Company. They also have the right to request independent professional advice at the expense of the Company. The Board and its Committees have the authority to secure the attendance at meetings of third parties with relevant experience and expertise as and when required.
3.2. Duties and Performance Review
(a) General duties
(i) Nomination of directors – The Board, in consultation with the Nomination Committee of Rogers nominates new directors in accordance with the Nomination Process. The Nomination Process can be viewed on the Company’s website https://www.velogic.net/wp-content/uploads/2022/09/Nomination-Process-for-Appointment-of-Directors.pdf
(ii) addressing any conflicts of interest issues between the Company and members of the Board.
3.3. Role and duties of individual directors
Directors shall abide by their fiduciary duties and duties of skill and care as set out in the Companies Act 2001.
(b) Board Assessment
The Board shall evaluate its own performance and those of its individual members, its effectiveness, and the composition and competence of the Board and its Committees.
4. Board Meetings and Decision-Making
4.1. Frequency, Notice, Agenda and Venue of Meetings
The Board determines the frequency of board meetings. The calendar of meetings is approved annually by the Board.
(b) Notice and Agenda
The Board has sole authority over its agenda and exercises this through the chair. The agenda is set by the CEO in consultation with the Chairman and the Company Secretary. Any director may, through the chair, request the addition of an item to the agenda.
At each quarterly meeting, the Company’s interests register is updated and the Board generally considers the following items at Board meetings:
reports from the CEO on the financial and operational performance of the Group;
- any specific proposals for capital expenditure and acquisitions;
- any major issues and opportunities for the Company; and
- any internal control, governance, employee satisfaction or strategic issue of concern.
In addition at intervals of at least once a year, the Board:
- reviews the strategies and operating plans for achieving company goals;
- approves the annual budget;
- approves the annual and quarterly financial statements, annual reports and communiqués to shareholders and public announcements;
- considers and, if appropriate, declares the payment of dividends;
- reviews the board and committees composition, structure and succession;
- reviews the company’s audit requirements;
- reviews directors’ remuneration;
- reviews risk assessment policies and controls including insurance covers and compliance with legal and regulatory requirements;
- reviews any breach of the Company’s code of ethics and ethical standards;
- reviews shareholder, customer and supplier relations; and
- determines the board calendar for the ensuing year.
The quorum to hold the board meetings is a majority of directors, as per the provisions of the Companies Act 2001.
Board meetings are generally held at the registered office of the Company. Directors may also participate by audio conference and/or video conference.
The Chairman of the Board shall be nominated by the directors by a majority of votes.
4.3. Alternate director
A director may appoint an alternate director, whose duties and responsibilities will be similar to any director as per the requirements of the Companies Act.
4.4. Decision making
The Chairman encourages open and constructive Board discussions, recognising that genuinely-held differences of opinion can bring greater clarity and lead to better decisions.
The Chairman seeks a consensus in the Board but may, where considered necessary, call for a vote and every director has one vote.
The minutes of proceedings of a meeting of the Board are taken by the Company Secretary and approved at the next meeting. The minutes shall be signed by the Chairman and the Company Secretary and shall be kept in the minutes book of the Company.
4.6. Resolution in writing
Pursuant to the Companies Act 2001, a resolution can be passed in writing in lieu of holding a board meeting. The resolution in writing is deemed to have been passed if it has been signed by all directors.
5. Relations with Shareholders
5.1. Equal and Simultaneous Information
The Board shall provide all shareholders and other parties in the financial markets with equal and simultaneous information about matters that may influence the share price.
5.2. General Meeting, Record Date, Venue
The Board shall determine the date and place of any general meeting and a record date for the exercise of the voting and any other rights attached to the Company’s securities at such meeting. The Board shall use its best efforts to provide shareholders with all information necessary or requested for the shareholders to properly act at the general meeting.
5.3. Compliance with Law
The Board shall ensure all laws are complied with, regarding
5.4. Attendance by Board members
The Chairman shall ensure that (unless there are important reasons) all the members of the Board shall attend the general meetings.
5.5. Chairman of General Meetings
The general meetings are presided over by the Chairman of the Board or, in his or her absence, the Board may designate someone else to preside over the meeting.
5.6. Disclosure of Resolutions
A resolution of the general meeting shall be publicly disclosed through the Notice of such general meeting which is sent to all shareholders at least 21 days before the general meeting and published in two widely read newspapers.
5.7. Attendance by external auditor
The Board shall ensure that the responsible partner (or certifying auditor) of the external auditor attends the general meeting and is available to address the meeting. The external auditor may be questioned by the general meeting in relation to the audit of the Company’s financial statements.
6. Other Provisions
6.1. Conflicts of Interest of Board Members
(a) Duty to Disclose
A Board member shall immediately report to the Chairman of the Board any conflict of interest or potential conflict of interest and shall provide all relevant information, including information concerning his or her associates. The Board member concerned shall not take part in the assessment by the Board of whether a conflict of interest exists. The Company Secretary shall update the conflict of interest register whenever a conflict of interest arises.
Directors and their associates shall not deal in the shares of the Company when he or she is in possession of unpublished price-sensitive information in relation to those shares. Moreover, directors and their associates shall not deal in the shares of the Company during the period of one month immediately preceding the announcement of the Company’s Annual Results and the publication of its quarterly reports together with dividends and distributions to be paid or passed, in line with the Model Code for securities Transactions by Directors of Listed Companies.
A director shall not deal in the share of the Company without first notifying the Chairman (or other director(s) appointed for the specific purpose) in advance, and receiving a dated written acknowledgement.
(b) Related Party Transactions
A potential conflict of interest exists if the Company intends to enter into a transaction with a related party. A related party includes a director, chief executive or controlling shareholder of the Company or any of its subsidiaries or associates of any of them. A related party transaction includes
(i) a transaction (other than a transaction of a revenue or cost nature in the ordinary course of business) between a company, or any of its subsidiaries, and a related party; or
(ii) any arrangements pursuant to which a company, or any of its subsidiaries, and a related party each invests in, or provides finance to, another undertaking or asset. The provisions of the Companies Act 2001 relating to interested directors are also applicable.
The process for proposed related party transactions arising outside the ordinary course of business is available on the website of Rogers at the following web address: https://www.rogers.mu/sites/default/files/related_party_transactions.pdf
6.2. Induction Program, Ongoing Training and Education
(a) Induction Program
Upon his or her appointment, each director is entitled to receive a comprehensive induction pack from the Company Secretary, in line with the Code. An induction programme to introduce the new director to the Company’s businesses and senior executives will also be organised.
(b) Continuous Development
The Company shall organise continuous development and training programme for the directors.
(c) Directors Insurance cover
The Company has subscribed to a directors’ and officers’ liability insurance policy for its directors and officers of the Company and of its subsidiaries. The policy provides cover for the risks arising out of the acts or omissions of the directors and officers of the Company. The cover does not provide insurance against fraudulent, malicious or wilful acts or omissions.
(a) Occasional Non-Compliance
If permitted by law, the Board may occasionally decide (by unanimous decision) at its sole discretion not to comply with the provisions of this Charter.
This Charter may be amended by the Board. The Company Secretary is mandated to proceed with any change in statutory information contained in this Charter without prior approval of the Board.
In case of uncertainty or difference of opinion on how a provision of this Charter should be interpreted, the opinion of the Chairman of the Board shall be decisive.
(d) Partial Invalidity
If one or more provisions of this Charter are (or become) invalid, this shall not affect the validity of the remaining provisions. The Board may replace the invalid provisions by provisions which are valid and the effect of which, given the contents and purpose of this Charter is, to the greatest extent possible, similar to that of the invalid provisions.
Approved by the board of directors on 10 February 2020 and subsequently updated on 13 September 2022.