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Governance

Statement of Commitment

Effective corporate governance is a critical part of MAS’ strategy and its ability to function as a responsible corporate citizen. We are committed to the highest standards of business integrity, ethical values and governance. The board recognises its responsibility for the business to conduct its affairs with prudence, transparency, accountability, fairness and social responsibility, thereby ensuring sustainability whilst safeguarding the interest of all stakeholders.

The Board is committed to ensuring compliance with all relevant legislation and regulations applicable to the business including complying with recommendations for corporate governance as laid down by the King IV report on Good Corporate Governance. The extent of MAS’ application of the corporate governance principles as recommended in King IV is available for download. – CLICK HERE

Our corporate governance structure

The Board

The board comprises eight non-executive directors, six of which are independent (including the chairman), and two executive directors. In compliance with the King IV Code on Corporate Governance, the roles of chairperson and CEO are clearly separated and there is a majority of non-executive directors on the board to ensure a balance of power and authority.
The board meets at least three times a year. In addition to the regular scheduled meetings of the board, ad hoc meetings are held as and when required in order to ensure the efficient discharge by the board of its duties as set out in the board charter.

The board is responsible for setting the strategic objectives and investment policies of the group. It acts as a focal point for and is the custodian of corporate governance by managing its relationship with management, the group’s shareholders and other stakeholders along sound corporate governance principles.

All major acquisitions, disposals and financing transactions require approval by a majority of the board of MAS (BVI) Holdings Limited (“MAS BVI”), the investment decision-making subsidiary within the group, with other matters being delegated by the board to well-structured committees but without abdicating its own responsibilities. Delegation is determined by defined, formal terms of reference for each board committee and there is a delegated authority framework in place from the boards of the company and MAS BVI providing senior management with the parameters within which they can operate. These terms of reference and the delegated authority framework are approved and regularly reviewed by the board. There are clear reporting lines to ensure that the board receives all relevant information about the business. The board evaluates the effectiveness of the board committees on an annual basis.

The code of ethics and conduct of the board is available for download – CLICK HERE

Board committees

Audit and Risk Committee

Key responsibilities: Monitors the integrity of the financial performance reporting, internal controls, the external audit process and manages the group’s strategic and operational risk

Remuneration and Nomination Committee

Key responsibilities: Reviews and sets remuneration across the group, oversees the appointment of directors, evaluates the composition of the board and succession planning for key roles

Governance, Social and Ethics Committee

Key responsibilities: Reviews and monitors the group’s compliance with applicable legal, regulatory and listing requirements and provides oversight of all social and ethical matters pertaining to the group

Investment Committee*

Key responsibilities: Consider acquisition and disposal proposals, project expenditure and all other key matters relating to the investment portfolio

*Investment Committee is a sub-committee of MAS (BVI) Holdings Limited