Corporate Governance Documents

C-Care (Mauritius) Ltd (“C-Care/the Company”)

C-Care is a public company incorporated on 17 July 1972 with the Registrar of Companies, Mauritius; with its registered office at Georges Guibert Street, Floreal; whose shares have been listed on the Development & Enterprise Market (“DEM”) of the Stock Exchange of Mauritius Ltd (“SEM”) since August 2006; and is registered as a Reporting Issuer with the Financial Services Commission (“FSC”) since the promulgation of the Securities Act 2005.

By way of a Special Resolution, the Company changed its name from The Medical and Surgical Centre Limited to C-Care (Mauritius) Ltd, as evidenced by a Certificate of Incorporation on Change of Name issued by the Registrar of Companies (“ROC”), Mauritius on 6 June 2019.

Certificate of Incorporation on Change of Name

Constitution of C-Care

The constitution of C-Care is in conformity with the provisions of the Companies Act 2001 and the DEM Rules.

Governance Structure of C-Care

C-Care has a strong and effective governance system and responsibility for good governance lies with the Board.

The Board of Directors (the “Board”) of C-Care

The Board of C-Care is responsible for the stewardship of the Company, overseeing its conduct and affairs to create sustainable value for the benefit of its stakeholders. It acknowledges its responsibility for leading and controlling the Company, ensuring that strategic directions and management structures are in place to meet legal and regulatory requirements.

Board Charter

A  Board Charter was initially approved by the Board of C-Care on 12 November 2018; it defines, amongst other items, the composition, role and duties of the Directors and the Chairman, as well as the responsibilities assigned to sub-committees of the Board. With the change in board composition, the Board Charter has been revised and subsequently approved by the Board of C-Care on 20 February 2020.

Directors’ Profiles

C-Care is led by its Board of Directors who has adequate expertise and experience across the following fields: Healthcare, Legal, Financial services (accounting, insurance, economics, commerce), Tourism planning, Food Sciences and Technology.

Profile of Executive team

The Executive Management team of C-Care plays a pivotal role in the day-to-day management of the Company’s business operations.

Board Committees

The Board delegates certain roles and responsibilities to its principal Board committees. Whilst the Board retains overall responsibility, a sub-committee structure allows these committees to probe the subject matter more deeply and gain a greater understanding of the details, and then report back to the Board on the matters discussed, decisions taken, and where appropriate make recommendations to the Board on matters requiring its approval.

Audit & Risk Committee

Assisting the Board in discharging its responsibilities to safeguard the integrity of the Company’s and the Group’s financial reporting and the system of internal control. A key component of the said committee’s role is to provide appropriate advice and recommendations to the Board to assist the Board in fulfilling its corporate governance responsibilities as to financial reporting, the internal control environment and the audit and risk management across C-Care and its subsidiary.

Corporate Governance, Ethics, Remuneration and Nomination Committee

Ensuring that the Company’s reporting requirements on corporate governance are in accordance with the principles enunciated in the National Code of Corporate Governance for Mauritius (2016) and guiding the Board on the adoption of other governance policies and best practices. The said committee also analyses, advises and makes recommendation to the Board with respect to remuneration and nomination matters.

Position Statements for Key Senior Governance Positions

In line with the National Code of Corporate Governance for Mauritius (2016), C-Care has approved job descriptions for key senior governance positions that provide a clear definition of their roles and responsibilities.

Share Dealing Policy

Providing clear guidance to the Directors and Officers of C-Care on the practice to be followed when dealing in shares of the Company to avoid the abuse of price sensitive information (insider dealing).

Conflict of Interest/Related Party Transactions Policy

Ensuring that the deliberations and decisions made by C-Care are transparent and in the best interests of the Company.

Data Privacy Policy/ Personal Data Breach Policy

In line with the new EU GDPR regulations and the Data Protection Act 2017 of Mauritius, the Board has approved the Data Privacy Policy and Personal Data Breach Policy; statutory documents which have then been relayed to each and every employee of C-Care for adherence.

Code of Conduct

The Company places the highest value on ethical and responsible behaviour and has adopted a Code of Conduct for all Directors, officers, employees and other related parties.