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Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport2 3
Key Data and Highlights
Founders and Patrons
Corporate Information
Profile of Directors and Senior Management
Chairmanrsquos Statement
Directorsrsquo Report
Corporate Governance Report
Sustainability Report
Value Added Statement
Directorsrsquo Responsibility Statement
Secretaryrsquos Certificate
Independent Auditorsrsquo Report
Financial Statements
Statement of Financial Position
Statement of Profit or Loss and other Comprehensive Income
Statement of Changes in Membersrsquo Funds
Statement of Cash Flows
Notes to the Financial Statements
Global Reporting Initiative (GRI) Content Index
3
4-5
6
7
10
14
22
29
36
37
38
39
41
41
42
43
44
45
55
CONTENTS KEY DATA amp HIGHLIGHTS
F O U N D E R S
P A T R O N S
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport6 7
1 Deva ARMOOGUMChairman (62)Deva Armoogum is a Fellow of the Chartered Association of Certified Accountants and a Fellow of the Chartered Institute of Logistics and TransportDeva retired as a partner of KPMG in 2012
where he headed the Advisory Services practice He had worked with a diverse portfolio of clients ranging from Fortune 500 companies international donor agencies to public and private entities cutting across all service lines Prior to joining KPMG Deva occupied several key positions in the public and private sectors He was successively General Manager of National Transport Corporation (NTC) Managing Director of Mauritius Housing Company (MHC) and Non-Executive Chairman of State Trading Corporation (STC) He also served as Non-Executive Director of SITRAC now the University of TechnologyHe was instrumental in creating the local Chapter of the Institute of Internal Auditors and presided over its development until 2012 when the status was raised to that of a full-fledged Institute He is also currently a member of the National Committee on Corporate Governance and a member of the Financial Reporting Council
2 James BENOITVice Chairman (47)James Benoit is a Chartered Financial Analyst with 20 yearsrsquo experience in banking He is the CEO and Executive Director of AfrAsia Bank Ltd a regional corporate and private bank based in Mauritius that he co-founded as a start-up and leads on behalf of the largest conglomerate in Mauritius
He was previously a global management executive with HSBC Group for 16 years in emerging and developing markets in China Philippines Hong Kong the Middle East Canada and Mauritius He has developed implemented and grown leading consumer banking wealth management credit cards and corporate banking businesses in these regions with proven ability to engage customers regulators and staff from diverse backgrounds James is also the co-founder of the local Chapter of the CFA Institute which has won global awards for revitalization under his Presidency He is a sought after financial conference speaker and opinion leader published in media channels in South Africa London India UK Vietnam Singapore Philippines and Mauritius
3 Heba CAPDEVILA-JANGEERKHANNon-Executive Director (44)Heba Capdevila-Jangeerkhan is the Development and Strategy Director of the Taylor Smith Group as well as a Board Director on most of the Taylor Smith Group companies Property Finder Ltd and Valendor ( Mauritius) Ltd
She is a Business Graduate from the University of Sheffield and holds an MSC in Organisation Development from Sheffield Business School She speaks four languages and has lived in South America the Middle East Spain and the UK before coming to Mauritius in 1995She has over 20 years of professional experience in business administration sales human resources organisation development and business strategy with exposure to both private and public sector environments She started her professional journey in the Middle East and the UK Her experience in Mauritius started in the Textile industry with CMT Lteacutee moving on to International Retail at World Duty Free (Mauritius) Ltd and the Engineering Cluster of the Rogers Group before joining the Taylor Smith Group
4 Patricia DAY-HOOKOOMSINGNon-Executive Director (63)Patricia Day-Hookoomsing holds a BA Joint Honours in Latin and French from the University of Reading UK a PGCE in the teaching of English as a Second Language the ACCA Certified Diploma in Accounting and Finance and the IFE Diplocircme drsquoEacutetudes Professionnelles
Approfondies en Entrepreneuriat She is currently studying part-time for a PhD in Education at the University of Reading UKShe is Managing Director of Consultancy Company Ltd (CCL) a private training firm which she joined in 1989 after 16 years as an English Language teacher at the Lyceacutee Labourdonnais She also lectures at the Institut de la Francophonie de lrsquoEntrepreneuriat (IFE) and the MCCI Centre drsquoEacutetudes Supeacuterieures She is a Fellow of the UK Institute of Leadership and Management Fellow of the Mauritian Institute of Directors Honorary Fellow of the Mauritian Institute of Management and member of the UK Institute of Administrative Management She is an accredited trainer with the Ethics Institute of South Africa the Global Corporate Governance Forum (GCGF) and the Mauritius Qualifications Authority
5 Catherine DVORAK Non-Executive Director (49)Catherine Dvorak is a financial advisor She holds a Bachelor of Accountancy from the University of the Witwatersrand Johannesburg and is a member of the South African Institute of Chartered Accountants She acquired extensive experience
in the Investment Banking industry in South Africa with a focus on specialised finance She returned to the island in 2004 to join Investec Bank (Mauritius) Limited as a senior executive until 2010 Catherine is presently an independent non-executive director of a number of companies including AfrAsia Bank Limited and Les Gaz Industriels Ltd
Deva ARMOOGUM
James BENOIT
Heba CAPDEVILA-JANGEERKHAN
Patricia DAY-HOOKOOMSING
Catherine DVORAK
Vaughan HEBERDEN
Danielle LAGESSE
Ravin LAMA
Georges LEUNG SHING
Jane VALLS
Richard WOODING
Aruna COLLENDAVELLOO
Pierre DINAN
Arjoon SUDDHOO
Appalsamy THOMAS
BOARD OF DIRECTORS
COMPANY SECRETARYTioumitra MAHARAHAJE
CHIEF EXECUTIVE OFFICERJane Elizabeth Orde VALLS
REGISTERED OFFICE1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Board Chairman and Chairman - Nominations and Membership Committee
Board Vice Chairman and Chairman - Education Committee
Appointed at Annual Meeting 2012
Appointed at Annual Meeting 2012
Chairman ndash Corporate Governance Committee
Chairman ndash Audit and Risk Committee
Appointed at Annual Meeting 2012 and resigned on 7 February 2013
Resigned at Annual Meeting 2012
Resigned at Annual Meeting 2012
Resigned at Annual Meeting 2012
CORPORATE INFORMATIONMAURITIUS INSTITUTE OF DIRECTORS
PROFILE OF DIRECTORS AND SENIOR MANAGEMENT
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport8 9
Tioumitra (Ambrish) MAHARAHAJE Executive SecretaryAmbrish is a solutions-focused chartered secretary with 10 years of experience overseeing company secretarial and compliance functions pertaining to Mauritian Company
legislation Stock Exchange of Mauritius rules and Financial Services Commission regulations He joined the MIoD as Executive Secretary in March 2013 From July 2007 to February 2013 Ambrish was Corporate Manager ndash Legal Compliance and Company Secretary of Rogers and Company Ltd an investment company listed on the Stock Exchange of MauritiusAmbrish is an accredited trainer with the IFC Global Corporate Governance Forum and an associate of Institute of Chartered Secretary and Administrators
10 Jane VALLSExecutive Director and CEO (58)Jane Valls holds a BA Hons in French and Italian from Birmingham University UK She is the Chief Executive Officer of the Mauritius Institute of Directors (MIoD) and an
accredited trainer with the Global Corporate Governance Forum (GCGF) and the Ethics Institute of South Africa Before joining the MIoD she has held senior positions and directorships in a wide range of business sectors in Mauritius and overseas with leading companies including British Airways Sun International and The Rogers Group and more recently running her own management and training consultancy
Jane is a Fellow of the Mauritius Institute of Directors a member of Soroptimist International (an international womenrsquos association) and the current Chairperson of Women in Networking (WIN)
11 Richard WOODING Non-Executive Director (54)Richard Wooding holds a BA degree from Birmingham and an MBA from Cranfield He has worked extensively in FMCG industries in UK Asia and Africa including General Management roles for Rothmans International British
American Tobacco and Heineken International He joined the Phoenix Beverages Group (PBG) in April 2006 and was appointed Chief Executive Officer and Director in July 2006 He was also a member of the PBG Corporate Governance Committee
6 Vaughan HEBERDEN Non-Executive Director (52)Vaughan Heberden was educated at St Johnrsquos College Johannesburg and holds BA and LLB degrees from the University of the Witwatersrand He is the CEO and Executive Director of Cim
Financial Services Ltd a financial services group listed on the Stock Exchange of MauritiusA lawyer by training he has over twenty five yearsrsquo experience in business mainly in the financial services sector with major local and international financial institutions During his career Vaughan has been a Director at UAL Investment Planning Services ndash a subsidiary of UAL Merchant Bank CEO of the private banking arm of the First Rand Group and Director Southern and East Africa for Barclays International and Private BankingVaughan has served on the boards of a number of international financial services and fiduciary companies He is the Chairman of the Board of Trustees of Global Finance Mauritius an apex industry grouping and a member of the Court of the University of Mauritius
7 Danielle LAGESSE SANon-Executive Director (59)Danielle qualified as an Attorney at Law of the Supreme Court of Mauritius in 1980 and was in 2010 the first lady from the private practice to become a Senior Attorney in Mauritius She presently sits on the Council of the Mauritius Law Society
As a Legal Adviser to the Boards of local and foreign companies from diversified sectors such as Insurance Building and Public Infrastructure Banking Sugar Industry Real Estate Offshore etc Danielle has for over 30 years appeared in important Supreme Court cases involving corporate issues such as oppression of minorities conflicts of interest and lack of independence and dereliction of directorsrsquo duties among others which really stimulated her interest for Corporate Governance and the importance of Mediation and Arbitration of corporate disputes in which she is now very involved A Fellow of the MIoD and a member of its Board ever since its incorporation Danielle is also a member of the Australian Institute of Directors
8 Ravin LAMANon-Executive Director (52)Ravin Lama is a science graduate from India He is currently the Executive Director of AAPCA Mauritius looking after the national daily - Le Matinal He has extensive experience in the field of communication and
advertising having successfully launched several newspapers and brands in Nepal while working and consulting with clients both national and international He is the Publisher and Managing Director of Nepalrsquos largest selling English daily - The Himalayan TimesHe is a Board Member of Mauritius Qualifications Authority American Chamber of Commerce (AMCHAM) the President of the Association of Registered Professional Training Institutes (ARPTI) and a Past President of the Parents Teachers Association of Le Bocage International School Moka
9 Georges LEUNG SHINGNon-Executive Director (67)Georges Leung Shing holds a Bachelorrsquos degree in Economics and is a Chartered Tax Adviser and a Fellow Chartered Accountant He was the Senior Economist of the Mauritius Chamber of Agriculture before he joined Lonrho Mauritius and was
appointed Executive Chairperson of the Group in 1996 After the take-over of MTMD (subsequently called Omnicane Ltd) by Illovo Sugar Ltd in July 1997 and Omnicane Holdings Ltd in April 2001 he continued as Managing Director until his retirement on 31 March 2007 and as Consultant the next yearHe has served on most sugar-sector institutions in Mauritius the Mauritius Employersrsquo Federation and Joint Economic Council He is a former President Chairman of the Mauritius Accounting and Auditing Standards Committee Mauritius Chamber of Agriculture Mauritius Sugar Producersrsquo Association and the Mauritius Institute of Directors and member of the Financial Reporting Council He is the Chairman of the Mauritius Development Investment Trust Co Ltd the MIoDKPMG Audit Committee Forum the Acting Chairman of the Sugar Insurance Fund Board and a Director of Omnicane Ltd and Standard Bank (Mauritius) Ltd
PROFILE OF SENIOR MANAGEMENT
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport10 11
On behalf of the Mauritius Institute of Directors (MIoD) I am pleased to make the following Statement to our members for the year ended 30 June 2013 OverviewGlobal economic prospects are slowly improving even though results are very mixed around the world
with the road to recovery in the advanced economies remaining bumpy according to the IMF while emerging market economies are doing well In 2013 after a weak first half real GDP growth in the advanced economies is projected to rise above 2 for the rest of the year and to average 225 in 2014 spurred by US growth of about 3 Most economies in Asia and sub-Saharan Africa and many economies in Latin America are now seeing higher growth Global growth is thus projected to continue to rise gradually
But there is no room for complacency given the strong interconnections between countries an uneven recovery is still a dangerous one While considerable progress has been made to improve financial regulation at both national and global levels the IMF recognises that there is still more to do to complete the regulatory reform agenda ldquoparticularly with regard to the too-big-to-fail problem nonbank financial institutions and shadow bankingrdquo
Our Mauritian economy has survived the turbulent past few years and is working hard at diversifying its exports and services away from the traditional European markets and increasingly towards Africa and Asia We have improved our ranking by 5 places to 19th position in the 2013 World Bank Ease of Doing Business and we continue to occupy the top place in Africa We have also held on to our No1 position in the Mo Ibrahim Index of African Governance However we have dropped 8 places in the Transparency International Corruption Perception Index in the last 2 years to 43rd place and the increasing number of scandals that have shaken our country in the last 12 months will not do much to remedy this perception unless we seriously start to address the issue of corruption More than ever we need good governance practices combined with effective leadership skills and underpinned by a strong ethical culture
At the MIoD we have been pleased to see this year the continued increased demand for membership and for our public workshops And the registered demand for in-house workshops testifies to the increasing interest Mauritian boards are paying to good corporate governance A growing number of companies are also leading the way by undertaking sustainability reporting corporate governance assessments ethics management board evaluations and family
governance initiatives More and more companies are using our Directorsrsquo Register to look for Independent Directors These are all very positive signs and bode well for the future
The publication of the Bank of Mauritius Corporate Governance Guideline as well as the FSCrsquos Circular Letter reminding directors of their duties and giving guidance on what would be considered as a reasonable number of directorships are all welcome initiatives to the Corporate Governance regulatory and compliance framework in Mauritius But they are also indications that our National Code of Corporate Governance (the Code) is fast being overtaken The MIoD therefore continues to support the view of the National Committee on Corporate Governance (NCCG) that a revision of the Code of Corporate Governance is well overdue The Code was written in 2003 and in the last 10 years the world has been rocked by a huge financial crisis Global standards and best practices in good governance have moved on and if we wish to maintain our position as regional leaders in Corporate Governance we need to update the Code Furthermore the recent amendments to the Financial Reporting Act while strengthening the enforcement of compliance to the Code nonetheless reveal inconsistencies as well as difficulties in applying the Code effectively We therefore appeal to the Minister of Finance to undertake this exercise as soon as possible
StrategyDuring the year the board undertook a review of our Vision Mission and Strategy The key challenges facing the Institute namely its long term sustainability establishing its legitimacy increasing its membership by attracting more young professionals public sector executives as well as seasoned Directors and maintaining funding from our existing Founders and Patrons were addressed in two half day off sites in November 2012 The outcome was our new Vision Mission and Strategy reflected in our latest 3 year Business Plan for 2013-2016 Our strategy will ensure that webull respondtoourmembersrsquoneedsandprovideclearbenefits for each categorybull remainrelevantthroughregularstakeholderengagementbull ensureweareaccessibleandaffordablebull nurturethenextgenerationofdirectorsbull widenthescopeofourservicesbeyondcorporate governancebull differentiatetheMIoDfromotherprofessional organisations through our area of focus and specialisation ndash corporate governance best business practices leadership and professional developmentbull maintainthequalityandsustainedfocusofourtraining and educationbull arearolemodelandthereferencepointforcorporate governance and best business practicesbull becomeacredibleandrecognisedvoiceforDirectorsandbull supportMauritiusasaregionalleader
CHAIRMANrsquoS STATEMENT
Initiatives and HighlightsOne of the key highlights of the year was undoubtedly celebrating our 5th Anniversary with our members and sponsors at Angsana Balaclava on 17th May 2013 with our guest of honour the President of the Republic of Mauritius This was also the opportunity for the MIoD to recognise the role of the National Committee on Corporate Governance in initiating the creation of an Institute of Directors in Mauritius Over the years the NCCG has continued to support the MIoD by collaborating on workshops conferences and future research
The MIoDlsquos key role at the forefront of good corporate governance is to develop better informed and more effective directors In the past year the MIoD has continued to provide practical guidance and a better understanding of the various aspects of corporate governance by helping directors improve their knowledge and skills We have invited several high profile overseas guest speakers and facilitators including Prof Mervyn King Dr Teodorina Lessidrenska Linda de Beer Chris Pierce Phil Armstrong Mike Saunders Bert van Walbeek Maggie Gorse Guillermo Miranda Prof Deon Rossouw Alison Dillon Kibirige and Dr Graeme Codrington
Throughout the year we have also benefited from the expertise of our team of local trainers and facilitators as well as many local experts whom I would like to thank whole heartedly for their support
We have renewed our successful collaboration with the Ethics Institute of South Africa (EthicsSA) and take this opportunity to thank them and the IFC Global Corporate Governance Forum for the use of their training materials as well as for their invaluable support
We have increased our range of corporate services this year to includebull InHouseTrainingbull BoardAppraisalsbull CorporateGovernanceAssessmentsbull EthicsRiskAssessmentsbull CodeofConductDevelopmentbull EthicsOfficerTrainingandCertificationandbull EthicsManagementConsultingandTraining
The last year has seen some significant new initiatives at the MIoD The Directors Forum is gradually establishing its role as an Advisory Council to the MIoD focusing on Directorsrsquo issues and through the Forumrsquos expertise and representation providing guidance on key issues of governance and directorship in Mauritius In September 2012 the Forum launched its first publication Best Practice Guidelines for the Appointment of Directors The Directors Forum is currently working on its next publication an Ethics Guide for Boards which should be launched in September 2013 The Forum also has a sub-committee dedicated to the public sector We take this opportunity to thank all those who serve pro-bono on
the Directors Forum for their commitment to the cause of good corporate governance and better boards
The MIoD also undertook to measure its Ecological Footprint and as result will look at how we can reduce our footprint in the coming years In addition the Board as part of our strategy to be a model of corporate governance has decided that this yearrsquos Annual Report should be an Integrated Report with two new sections ndash a Sustainability Report and a Global Reporting Initiative (GRI) Content Index We hope this will encourage other companies in Mauritius to follow this initiative In the medium to long term the objective is to positively influence all our stakeholders The Sustainability Report proposes concrete actions that will be carried out in the 2013-4 financial year demonstrating MIoDrsquos commitment to internalise sustainability practices in its operations and those of its valued stakeholders In order to support Mauritius as a regional leader the MIoD in collaboration with the Institute of Directors Southern Africa (IoDSA) has been spearheading the setting up of an African Corporate Governance Network (ACGN) With the current focus on growth and development in Africa good corporate governance and capacity building in this area is highly important 12 Institutes from across Africa have come together and the ACGN will be formally launched on 16 October 2013 in Mauritius
The year ahead brings some other exciting events and initiatives including our 2nd International Conference on 17 and 18 October 2013 this time in collaboration with IODSA on the theme ldquoAfricaRising Corporate Governance for Sustainability The Road Map for Value Creation rdquo We have invited a distinguished list of international speakers and we see this Conference as an opportunity to promote Mauritius as the gateway to Africa and as a regional leader in the global governance landscape
In the coming year we will also be launching the Audit Committee Forum recognising the key role that audit committees play in ensuring good Corporate Governance and as a way of providing audit committee members and other directors with a resource to help them to keep up-to-date on current and emerging issues
Continued GrowthThe MIoD remains a private independent not-for-profit membership organisation regulated by the Companies Act We depend on membership and our membership growth continues on target testifying to the interest in our activities The Institute is made up of individual members whom we are here to serve We thank you for your continued support
We have however been less successful this last year in attracting young professionals whom we see as the future directors of tomorrow and this will be a focus for us to work on in the coming year reviewing our image and benefits for this category of member
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport12 13
Deva ArmoogumChairman
Our ValuesIntegrityLeading Mauritian corporations and institutions to international best practice in corporate governance while upholding the highest ethical moral and professional conduct
ExcellenceAiming for excellence in all we do and being passionate about our values
AccountabilityActing responsibly and demonstrating accountability for our decisions
Knowledge and ForesightPromoting the learning and continuous development of our members and the acquisition of planning and transformational skills
Teamwork and InnovationWorking together in mutual respect towards a common goal recognizing that innovation comes from harnessing diversity
TransparencyOperating in a fair and transparent manner and devoting time for the benefit of the Institute and its members
Founders and PatronsThe continued support of our Founders and Patrons has been crucial to the success so far of the MIoD Without this support in its first 5 years the MIoD would have struggled to operate and achieve its objectives With our 5th Anniversary milestone also comes the end of the 5 year agreement that was made with the Founder and original Patron Organisations We are in the process of seeking their renewed support and I am pleased to advise that the vast majority have advised us that they will continue to support the MIoD This shows their commitment to the promotion of effective corporate governance and global business standards in Mauritius We gratefully acknowledge the significant contribution of all our Founders and Patrons
AppreciationThe MIoDrsquos achievements would not be possible without the dedication and commitment of my fellow directors who serve on a voluntary pro-bono basis and I thank them all for their support during the last 12 months Under the able leadership of the CEO the MIoD team has grown to 6 this year with the appointment of an Executive Secretary and a Membership and Marketing Officer I thank them all for their valuable contributions and hard work in ensuring that the MIoD meets its objectives It has been my pleasure to work with them all this year
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport14 15
DESCRIPTION
Total number of members
Membership retention - of
members who have left total
Increase Associate members
No Company Directors
Customer-driven service excellence
and responsiveness
Developing and delivering a
range of benefits and services for
members
Total no public training workshops
Total no participants
Total no members attending
Develop team of trainers
Surpluses as per budget
Customer satisfaction rate
No membership events
Attendance
Conference
Newsletter
Initiate research and publications
on issues of major interest to
directors
Build a voice that is influential and
respected
Build our brand recognition and
increase MIoD visibility with regular
PR and media coverage
Develop key strategic partnerships
links and networks with local
regional and international
organisations
TARGET
200 new members
Retention 95
5 of membership
75 of company directors total
95 members satisfaction rate
-Benchmark survey members and
review benefits
-Membership Card updated
30
Average 25 participants per
workshop
50 Members participants
Fully utilise current team of 6
Rs 1343000
95 workshop participants satisfied
or very satisfied
5
Min 70
Dates partners programme venue
and sponsors agreed for 2013
4 pa
2 papers published
-Develop the Directors Forum
-Monthly meetings
-Min 75 active participation
-12 press releases pa
-Retainer spend media coverage 15
-Advertising Value Equivalency 115
-5th Anniversary Event
-min 2 new reciprocal links with
international organisations
-work to develop African Network
-work to develop French speaking
Network
RESULTS
194
91
3
63
97
-Survey conducted- 66 responses
(8)
-Membership Card updated
43
29
57
11 accredited trainers and facilitators
Rs 1572022
95
4
Average 100
Conference planned 17 -18 October
2013
4
1 published and 1 in editing stage
Monthly Forum Meeting
Active attendance 74
15
16
126
Held on 17 May 2013
-New links with IODs in Brazil and
Zimbabwe
-ACGN Network to be launched 16
October 2013
-No progress on French speaking
network
KEY STRATEGIC OBJECTIVE
Membership Growth
Training amp Education
Events
Communications
Publications
Advocacy
Visibility and Brand
Development
Links and Networks
DIRECTORSrsquo REPORT
1 Our StrategyIn the light of the strategic planning sessions held by the Board in November 2012 the vision and mission of the MIoD were reviewed in line with our values and updated to take into account feedback from the stakeholders of the MIoD
New Vision and MissionOur Vision is to be the preferred professional organisation for directors and aspiring directors as well as business leaders and Our Mission is to champion best business practices and effective corporate governance supporting Mauritius as a regional leader and to be the voice of Directors through training and certification programmes workshops and networking events advocacy research and thought leadership reaching out to both private and public sector enterprises
The strategic objectives of the MIoD as developed in its new three year (2013-2016) strategic plan address the key challenges and critical issues which were identified asbull assuring the long term sustainability of the Institutebull establishing the legitimacy of the MIoDbull attracting non-Directors Associates and members from the Public Sector as well as seasoned Directors andbull maintaining existing Founders and Patrons and attracting new Patrons
2 Risk ManagementThe MIoD Risk Register is regularly updated and includes this year an ethics risk assessment completed in August 2012 a review of our members Code of Conduct and the introduction of a Whistleblowing Policy A Business Continuity Plan was also approved and now needs to be fully tested
Our current reliance on funding by Founders and Patrons was reviewed and a sector analysis undertaken to ensure we are not vulnerable to financial downturn in any one sector while continuing to seek new Patrons and assurances from current Founders and Patrons as to their continued support
Debtor management has been improved with the implementation last year of Pastel and by improved procedures this year
IT security is ensured by daily back up of accounts and key data and a full back up every 15 days is held off site
3 Integrated ReportThe Integrated Report produced for the first time this year is part of our objective to be a role model of good Corporate Governance and best practice The MIoD recognizes that it operates within a social and economic environment and that its long term interest is to conduct itself as a ldquoresponsible corporate citizenrdquo For its ecological footprint the MIoD has worked with ELIA - Ecological Living in Action the successful tenderer The approach used has been one of learning-by-doing to build the internal capacity of MIoD to develop its Integrated Report on an annual basis and to use it as a strategic tool for fostering leadership in corporate governance The Footprint Report for 20123 is available on our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage The MIoD is now working towards Level C GRI certification and will continue to improve its Integrated Reporting based on the feedback obtained from stakeholders and in line with best practice
4 Key Performance Indicators The strategic objectives are translated into Key Performance Indicators (KPIs) which are regularly monitored by the Board to ensure that the objectives of the MIoD are met The KPIs for 2012-3 were
bull Engagement(withallstakeholders)bull Professionalism(qualityandhighstandards)bull Accessibility(cost)bull Responsiveness(serviceandreactivity)bull Openness(transparency)bull Model(leadershipandintegrity)bull Learningandsharing(knowledgeandinformation)bull Innovativeandcreative(dynamic)
Our Value Drivers
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport16 17
DESCRIPTION
-Ensure the resources and
systems are in place to achieve
the KPIs
-Team MIoD motivated to deliver
service standards and achieve
KPIs
Continued funding of 15
Founders and 23 Patrons
Surplus as per budget
Risk Register
Debtors
Risk Exposure
TARGET
-Recruit 1 additional admin team
member
-Explore recruitment of Executive
SecretaryCompany Secretary
-Training and Development plan
in action
-New website
Rs 5300000
Rs 69363
-Register mitigation in action and
updated quarterly
-Max 15 cumulative debtors as
of total revenues
-Max Rs 50000 bad debts
-Total revenues
-Funding 55
-Membership 25
-Training 15
-Other revenues 5
RESULTS
-Membership and Marketing
Officer and Executive Secretary
appointed
-Training and Development plan
in place
-New website under construction
Rs 5358333
Rs 353508
-Risk Register up to date
-Bad debts = 005 of total
debtors
-Max Rs 50000
- Funding 35
-Membership 15
-Training amp others 46
-Interest Income 4
KEY STRATEGIC OBJECTIVE
People Processes Technology
Funding
Finances
Risks
5 Founders and Patrons
The generous contributions and support of our Founders and Patrons were publicly acknowledged by the MIoD during the 5th anniversary celebrations where commemorative certificates were presented to them
With that milestone came also the end of the 5 year agreement that was made with the original Founders and Patrons They have all been approached to seek their continuing support for the MIoDrsquos work and we are pleased to report that 90 have so far agreed to renew their support for another period of five years
The trust placed in the MIoD by our Founders and Patrons helps us to continue in our mission to champion best business practices and effective corporate governance supporting Mauritius as a regional leader and to be the voice of Directors through training and certification programmes workshops and networking events advocacy research and thought leadership reaching out to both private and public sector enterprises
Founders and patrons contributed 35 of our revenue
6 Membership
Membership has increased by 27 and is in line with our target We are forecasting continued growth with 200 new members per annum for the next 3 years We have not been as successful in attracting Associates compared to other categories of members and we are in the process of reviewing the benefits package for Associates as well as our communications strategy for this market segment
63 of our members are directors but we continue to focus on the recruitment and nurturing of aspiring directors and young professionals who will be the directors of tomorrow
Membership retention is 91 over the 5 year life of the MIoD 40 of the loss of membership is due to members moving overseas ill health or no longer being professionally active and 30 for non-payment of membership fees
New partners are added from time to time so please consult our website wwwmiodmu for updatesMembership fees and affinity revenues currently account for 15 of the total MIoD revenue
7 Directorsrsquo Register
The Directorsrsquo Register (the Register) was set up in 2011 to enable companies to find suitable independent directors for their boards It is made up of Members and Fellows of the MIoD who are senior executives or directors from cross sections of industries and professions This is a free service for members and allows them to promote themselves as a potential independent director to sit on the boards of other organisations There is a small fee for companies who wish to undertake a search but a free search is offered to our Founders or Patrons and to registered NGOs as part of our Corporate Social Responsibility
We currently have 136 members on the Register and are happy to report that the 21 director search requests were received during 2012-3 Since January 2013 the demand has increased substantially and we believe there will be a higher number of search requests in the future as boards diversify and continue to implement good governance best practices
As from 1 September 2013 all new Members and Fellows of the MIoD will automatically be added to the Register upon receiving their membership confirmation
8 Training and Education
Our recent membersrsquo survey shows that membersrsquo satisfaction is overall very high at 97 In our aim to be customer driven and responsive membersrsquo feedback is greatly valued and very useful for reviewing the services we offer
Our members have received a new Membership Card this year entitling them to discounts on products and services with a growing number of affinity partners which include
Number of new Patrons
5Founders and existing
Patrons who have renewed their support
90
Customer driven service excellence
and responsiveness
97
Customer satisfaction rating
95
Total number of members
850
Total number of workshops
43
Number of directors searches carried out
21
Membership retention (200813)
91
Total number of members attending
workshops
57
Number of members on the Directorsrsquo
Register
136Percentage of
members who are directors
63
Total number of in-house workshops
12
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport18 19
Training and education continues to be one of the key activities of the MIoD Our partnership with high profile international trainers coupled with local trainers and local experts has enabled us to deliver high quality training workshops with a very high satisfaction rate The MIoD has been approved as a Training Institute by the Mauritius Qualifications Authority All the MIoD workshops are MQA approved and qualify for HRDC refunds as well as Continuing Professional Development (CPD) units
We continue to work closely with the IFC Global Corporate Governance Forum (GCGF) and the Ethics Institute of South Africa whose materials we mainly use for all our workshops
During last year we have invited several high profile overseas guest speakers and facilitators including Prof Mervyn King Dr Teodorina Lessidrenska Linda de Beer Chris Pierce Phil Armstrong Mike Saunders Bert van Walbeek Maggie Gorse Guillermo Miranda Prof Deon Rossouw Alison Dillon Kibirige and Dr Graeme Codrington
We ran a 5 day Ethics Officer Certification Programme in collaboration with the Ethics Institute of South Africa for the 3rd consecutive year and have now trained over 30 Ethics Officers in Mauritius
Also this year in collaboration with the GCGF we ran a Training of Trainers workshop facilitated by Chris Pierce thus increasing our trainers and facilitators pool to 11
The MIoD also relies heavily on local expertise in all its workshops and again thanks are due to all those local presenters who have provided their collaboration the past year especially the members of the National Committee on Corporate Governance
9 Corporate Services
We have continued to diversify our activities and the MIoD is increasingly being asked to help with Board and Board Committee Appraisals Corporate Governance Reporting Corporate Governance Assessments Ethics Risk Assessments Code of Conduct Development and Ethics Management Consulting Our Information and Guidance services are also regularly consulted
The revenue derived from these activities has been incuded this year under training and education but will be accounted separately next year
10 Events
The MIoD held 4 members events in the last year including a networking event held at the Blue Penny Museum in Port Louis and another at the Maritim Hotel Balaclava
The Annual Membersrsquo Meeting was held on 26 September 2012 with Philip Armstrong Head of the IFC Global Corporate Governance Forum as guest speaker talking on the topic ldquoSelecting a Board ndash An Art or a Sciencerdquo
The MIoD also celebrated its 5th anniversary this year at Angsana Balaclava Mauritius The guest of honour for the event was the President of the Republic of Mauritius His Excellency Mr Rajkeswur Purryag GCSK GOSK The event was attended by over 125 members and guests
Our thanks go to Phoenix Beverages for their sponsorship of all these membersrsquo events
11 Communications Visibility and Brand Development
The MIoD continues to build our brand recognition and increase our visibility with regular PR and media coverage We have received extended coverage throughout the year of our workshops our overseas and local facilitators who have been
interviewed in the press as well as interviews with the Chairman and the CEO Retainer spend media coverage was above target at 16 as was Advertising Value Equivalency at 125
Our members have received regular communications from us on our workshops and events as well as our quarterly on line newsletters and our membersrsquo survey
During this year the MIoD has also increased its visibility and communications on social media especially LinkedIN Facebook and Twitter
12 Advocacy and Publications
The MIoD is more and more being recognised as a key stakeholder in the corporate governance arena both locally and regionally
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network and is working with 12 Directors Organisations from various African countries (Kenya Malawi Morocco Mozambique Nigeria Senegal Tanzania Uganda Zambia Zimbabwe as well as Mauritius and South Africa) towards the official launch of the African Corporate Governance Network in Mauritius on 16 October 2013 2 meetings of the ACGN have been held so far the first in Johannesburg sponsored by Standard Bank and the second in Harare sponsored by ACCA and attended by the World Bank the IFC NEPAD Business Foundation and Ernst amp Young
Locally the Directors Forum launched in January 2012 acts as an Advisory Council and a Technical Committee to the MIoD and has issued its first publication entitled lsquoBest Practice Guidelines for Appointment of Directorsrsquo A copy of the guideline and the resource pack can be obtained from the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage The Directors Forum sponsored by Phoenix Beverages and PwC is now working on its second publication ldquoAn Ethics Guide for Boardsrdquo
The Members of the Directors Forum are
Kim Andersen
Deva Armoogum
Patricia Day-Hookoomsing
Anwar Kaidoo
Danielle Lagesse
Ambrish Maharahaje
Benoit Maingard
Gerard Manuel
Jane Valls
Franccediloise White
Bruneau Woomed
James Benoit
Hanlie Blaise
Heba Capdevila-Jangerkhan
Virginie Corneillet
Robert Coutet
Sanju Deenapanray
Pierre Dinan
George Dumbell
Bryan Gujjalu
Michael Ho Wan Kau
David Hotte
Thierry Leung
Sham Mathura
Kiran Meetarbhan
Tim Taylor
Aisha Timol
Sheila Ujoodha
MIoD Trainers
Local Presenters
Our training calendar continues to offer a variety of workshops and topics and demand for public and in-house workshops has increased this year
Our library has grown and is being increasingly used by members as is our book ordering service
Training contributes 46 of the total MIoD revenue
Pierre Dinan ndash Chairman
Clairette Ah Hen
Deva Armoogum
Sunil Benimadhu
Prabha Chinien
Aruna Collendavalloo
Jean Paul de Chazal
Girish Dabeesing
Michael Ho Wan Kau
Gerard Garrioch
Dr Raj Jugurnath
Georges Leung Shing
Cyril Mayer
Giandev Moteea
Megh Pillay
Krish Ponnusamy
Anita Ramgutty-Wong
Aisha Timol
Jane Valls
Richard Wooding
Number of completed projects
5Number of
on going projects
4
Number of events held
4
Retainer Spend Media coverage
16
Building a voice that is influential and
respected
1 new forum
Average attendance per event
100
Retainer Spend Advertising value
Equivalency
125
Number of publications issued
1
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport20 21
The recommendations of the Directors Forum to the MIoD which were sent to the Minister of Finance for the 2012 Budget were on the followingbull urgencytorevisetheNationalCodeofCorporate Governancebull PublicSectorGovernancetoincludeDirectorsrsquoTrainingand Induction programmes and the Continuing Professional Development (CPD) of Directors and Senior Executivesbull sustainabilityndashrecommendationsforEbeneCybercitythe Environment and CSRbull annualreportstoenablesoftcopiesratherthanhard copies to be sent to shareholders andbull ITndashdecreaseininternetcostsandincreasein e-government
The MIoD collaborated again with PwC by sponsoring the Award for Risk Management Reporting as part of the PwC Corporate Reporting Awards The Award for 2012 was won by the Mauritius Commercial Bank Ltd
We have also in partnership with KMPG set up an Audit Committee Forum This Forum will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help Audit Committee members and their Boards enhance the effectiveness and integrity of the financial reporting process
The Forum will act as a technical resource or sounding board for current issues relevant to audit committees Information relating to governance risk management auditing accounting and financial reporting future changes and international developments will be researched discussed and debated by the Forum to prepare formal topical position papers and alerts
The first meeting took place on 23 July 2013 The members of the Forum are
For more information on the Forum please refer to our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD is working closely with the Ethics Institute of South Africa to conduct a baseline survey on the state of ethics in companies in Mauritius
Finally the MIoD is also collaborating with the ICAC and the JEC on a private sector anti-corruption initiative in Mauritius
13 Links and Networks
We have continued to work hard this year developing key strategic partnerships links and networks with local regional and international organisations
We have expanded our international network to include Brazil and Zimbabwe and have now established links with 7 Institutes of Directors around the world Our members can network and attend events held by these institutes at local membersrsquo rates The network will increase with the launch of the African Corporate Governance Network (ACGN) during our International Conference being organised in collaboration with the IoDSA in October 2013
During this year we have collaborated with organisations such as ACCA Bank of Mauritius the Competition Commission Ernst amp Young ESSEC the Financial Reporting Council IoDSA the Mauritius Bankers Association the National Committee on Corporate Governance the Office of Public Sector Governance and PwC and take this opportunity to thank them all for their valued support
We continue to work closely with the IFC Global Corporate Governance Forum and the Ethics Institute of South Africa our key training partners
To facilitate the sharing of information with key regulatory bodies we are presently in discussions with them to enter into Memorandum of Understandings
Georges Leung Shing (Chairman)
Alastair Bryce
John Chung
Jerome de Chasteauneuf
Jean Paul de Chazal
Pierre Dinan
Catherine Dvorak
Maurice Enouf
Jean-Michel Felix
Anil Gujadhur
Paul Halpin
Fabrice Koenig
Reneacute Lecleacutezio
Ali Mansoor
Sanjay Molaye
Madhvi Ramdin
Sheila Ujoodha
Jane Valls
14 People Processes Technology
We have this year taken on two new team members bringing the team to 6 including the CEO Rizwana Eathally joined us as Membership amp Marketing Officer in October 2012 and Tioumitra (Ambrish) Maharahaje joined us as Executive Secretary in March 2013 taking over as the MIoD Company Secretary as well as Executive Secretary of the Directors Forum and the Audit Committee Forum managing the Directorsrsquo Register and leading future research projects
Last year we upgraded our accounts system with Pastel and this has proved an invaluable investment This year we have undertaken to build a new interactive website and integrated CRM Both are nearly finalised and should be fully operational in September 2013
All our processes at the MIoD are continually evolving and being reviewed as we grow We have reviewed this year our Accounting Membership and Training Procedures as well as the management of our Members and Directorsrsquo Registers
15 Finances
Although our membership has increased substantially and continues to grow and our training programme and corporate services have expanded the MIOD continues to rely on the contributions of its Founders and Patrons These contributions enable membership of the MIoD attendance at its events and use of its services to be accessible to the maximum number of people by keeping our fees at an affordable level
Accumulated funds have been placed on fixed deposits with the Mauritius Post and Cooperative Bank this being renegotiated at regular intervals
The MIoD has again this year made a small surplus of Rs 353508 for the year which is above targeted results
16 The Coming YearThe MIoD has a new three year business plan and will continue to focus on membership growth particularly for Associate members but also membership from the public sector and from more seasoned directors During the coming year we will
be undertaking a branding exercise to evaluate our image and encouraging greater stakeholder engagement to ensure excellent customer service and responsiveness through an Annual Members Forum and Survey and by establishing MOUs with key regulators
Ensuring high quality training and education remains a key objective by continuing to provide an innovative and interesting training programme with our team of 11 local trainers and consultants as well as high level overseas facilitators In 20134 this will include a Thought Leadership Programme and we hope to work more closely with the public sector We will also introduce information and consulting services and set up a Research unit to undertake research into directorsrsquo remuneration business ethics and board practices in Mauritius
The Audit Committee Forum will also start to operate and build capacity and the Directors Forum will continue to establish itself as the voice of Directors
As part of our Corporate Social Responsibility we will continue to offer pro-bono Directors Searches and Corporate Governance and Skills training for registered NGOs
We will follow up on the improvement of our Ecological Footprint by focusing on the reduction of our use of paper plastic and improving the quality of the food served at our workshops
Our new website will be launched shortly along with our new Customer Relationship Management system and our presence on LinkedIn Twitter and Facebook will be reinforced
The highlight of the coming year will undoubtedly be the launch of the African Corporate Governance Network on 16 October and our International Conference being organised in collaboration with the IoDSA on 17 and 18 October on the theme ldquoAfrica Rising Governance for Sustainability the Road Map for Value Creationrdquo with a big line up of distinguished speakers led by Baroness Lynda Chalker
Signed on behalf of the Board
Links with other IoDs
7Member
organisations in the ACGN
12
Total number of employees
6
Surplus 2012-3
Rs 352508
Accumulated Fund
Rs 4775300
New website and CRM system to be
launched
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
Date 21 August 2013
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
2nd Meeting of the ACGN Harare June 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport22 23
CORPORATE GOVERNANCE REPORT
1Compliance StatementIn accordance with its mission statement the Mauritius Institute of Directors (lsquoMIoDrsquo or the lsquoCompanyrsquo) is committed to applying the principles of good corporate governance in its operations Rather than adopting a lsquotick the boxrsquo approach to complying with the Code the MIoD has embedded the principles of the Code in its day to day operations
During the year the MIoD has complied with all material aspects of the principles of the Code Given that it has only six employees the Board considers that it functions effectively with only one Executive Director namely the CEO
2Corporate Details and Holding StructureIncorporated in Mauritius as a public company limited by guarantee on 11 February 2008 the MIoD is a non-profit organization engaged in the promotion of good corporate governance in Mauritius and training and development
The rights powers duties and obligations of the Company the Board each director and the members of the Company are governed by the Constitution of the Company and the Companies Act 2001
The constitution of the MIoD provides that inter alia21 every member irrespective of his class of membership including a person who has been a member at any time within 12 months from the effective date of the winding up of the Institute shall in the event of the Company having a deficit in disposable assets over its liabilities contribute a maximum of one hundred (100) Mauritian Rupees to the assets of the Company in the event of it being wound up22 the monies collected shall be applied for the payment of the debts and liabilities of the Company and the payment of the costs charges and expenses associated with the winding up the Company and23 the Directors are prohibited from making any form of distribution including distributing dividends returns of capital income or profits of the Company to the Members However the Company shall use any surplus funds in any year to pursue the goals set out in Article 5 of this Constitution
The full version of the constitution is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
3 The BoardFrom 1 June 2012 to 7 February 2013 the Board of the MIoD was comprised of 12 directors (6 male and 6 female) of whom 11 were independent directors and one was classified as an Executive Director namely the Chief Executive Officer (CEO)
A vacancy arose on the Board on 7 February 2013 when Mrs Aruna Collendavelloo stepped down as director of the Company As there was no urgent need to appoint a replacement and on the recommendation of the Nominations and Membership Committee it was resolved that such vacancy would be filled at the Annual Meeting of Members (AMM) scheduled on 25 September 2013
The profiles of the directors are set out on pages 7 to 9 of the report
Mr Deva Armoogum was appointed as Chairman of the Board by his fellow directors following the AMM held on 26 September 2012
For the year under review the Board considered its composition as adequately balanced and that the directors had the appropriate range of skills expertise and experience required to carry out their duties properly in order to serve the interests of all the stakeholders and provide effective corporate governance
The Constitution of the Company provides that with the exception of the Chief Executive Officer every other director shall be eligible for reappointment for a maximum of five consecutive years
In line with the Code all directors who meet the eligibility criteria stand for re-election at the AMM on the recommendation of the Nominations and Membership Committee
Messrs Deva Armoogum Georges Leung Shing and Mrs Danielle Lagesse having reached their term of office will not stand for re-election at the next AMM Mr Vaughan Heberden has also indicated that he will be stepping down at the next AMM The Nominations and Membership Committee has thus reviewed the skills competencies and experience required to enable the Board to function efficiently as well as the profile of the directors eligible for re-election Their contribution to board and committee meetings were also considered
Pursuant to such review the Nominations and Membership Committee has recommended that the following directors be considered for re-election at the Annual Meeting
1 James Benoit2 Ravin Lama3 Heba Jangeerkhan4 Patricia Day-Hookoomsing5 Catherine Dvorak6 Richard Wooding
As regards the five remaining vacancies on the Board the Committee has recommended that candidates with a background in the legal and accounting fields as well as in corporate governance matters be considered for election as director of the Company
A notice inviting members to apply for consideration as director of the Company was issued on 21 May 2013
On appointment to the Board new directors receive a comprehensive induction pack from the Company Secretary and the CEO and have informal meetings with the Chairman fellow Board members Nominations and Membership Committee the CEO and the employees of the MIoD The functions and responsibilities of the Chairman and CEO are separate
The Chairman and the CEO in collaboration with the Company Secretary agreed on the Board meeting calendar for the year and the Board meeting agendas in advance to ensure adequate coverage of key issues throughout the year Board packs are usually sent to the directors five days in advance
All directors have access to the Company Secretary and CEO to discuss issues or to obtain information on specific areas or items to be considered at Board meetings or any other area they consider appropriate Directors attend Board meetings unless exceptional circumstances prevent them from so doing
Furthermore the directors have the right to request independent professional advice at the expense of the Company The Board also invites third parties with relevant experience and expertise to attend board meetings as and when required
Besides Board meetings decisions are also taken through written Board resolutions as and when required
The attendance of directors at board and committee meetings is set out in the table on page 26
The profiles of the senior management team are set out at page 9 of the report
4 Board CommitteesThe Board of the MIoD has set up the following committees to assist in the execution of its responsibilitiesbull AuditandRiskCommitteebull CorporateGovernanceCommitteebull EducationCommitteebull NominationsandMembershipCommitteeThe chartersterms of reference of the committees are available for consultation on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
ldquoYour directors met seven times during
the year under review In addition two
offsite meetings were held to discuss the
strategic plan of the MIoD The Board also
received regular reports from the CEO
on the activities of the Company Board
deliberations were characterised by open
and frank discussions and provided a
forum for challenging and constructive
debates The Board also received reports
from the chairmen of the various
subcommitteesrdquo ndash Deva Armoogum
(Chairman - Board)
41 Audit and Risk Committee (ARC)The ARC is composed of three directors namely Georges Leung Shing (Chairman) Catherine Dvorak and Richard Wooding The Company Secretary acts as secretary of the committee The CEO is also in attendance at the meetings of the ARC as well as the Accountant and the External Auditor when required
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport24 25
ldquoThe Committee met three times during
the financial year 2012-3 Besides
reviewing the companyrsquos accounting
policy and procedures management
accounts the financial statements and
the Annual Report 2012 the Committee
reviewed its own terms of reference The
MIoD thus now requires its lead audit
partner to be rotated every five years
The risk register of the MIoD was also
updated and two new risks ndash debtorsrsquo
collection and credit risks- were added
to the register To give assurance to the
Board and the members that the internal
controls systems of the Company are well
maintained and as best practice we have
decided to commission an audit of the
accounting policies and procedures This
exercise will be conducted in the financial
year 2013-4rdquo Georges Leung Shing ndash
Chairman ARC
ldquoThe Corporate Governance Committee
was active during the last financial year
in its mission to improve the governance
of the MIoD We met thrice during the
year and considered several policies
regarding matters such as human
resources business continuity planning
whistleblowing media interaction
as well as data protection During
the year Ecological Living in Action
was commissioned to undertake the
evaluation of the Institutersquos Ecological
Footprint and the Committee approved
the final report and recommendations
Besides reviewing the non-financial
part of the Annual Report we also
worked on the framework for the first
integrated report issued this year The
Committee also recommended as part
of its corporate social responsibility
programme that the MIoD shall offer pro-
bono training on corporate governance
to registered non-governmental
organisations as well as using its Directors
Register to conduct pro bono searches for
such organisationsrdquo Vaughan Heberden ndash
Chairman GGC
The ARCrsquos main responsibilities are to assist the Board of directors in fulfilling its oversight responsibilities forbull theintegrityoftheCompanyrsquosfinancialstatementsbull theCompanyrsquoscompliancewithlegalandregulatory requirementsbull theindependentauditorrsquosqualificationsindependence and performance bull theeffectivenessoftheCompanyrsquosinternalcontrolsbull thereviewofanyaccountingorauditingconcerns identifiedbull monitoringofdebtorsandbull thereviewoftheriskphilosophystrategyandpolicyand assessment of the quality of the risk management process
53 Education Committee (EC)The EC is composed of six directors namely James Benoit (Chairman) Ravin Lama Danielle Lagesse Patricia Day-Hookoomsing Richard Wooding and Jane Valls The Company Secretary acts as secretary of the committee
The Committee is responsible for all matters regarding training and education activities of the MIoD aimed at the promotion and achievement of its objectives
54 Nominations and Membership Committee (NMC)The NMC is composed of four directors namely Deva Armoogum (Chairman) Georges Leung Shing Heba Capdevila-Jangeerkhan Aruna Collendavelloo (up to 7 February 2013) and James Benoit (as from 10 April 2013) The CEO is in attendance at the meetings and the Company Secretary acts as secretary of the committeeThe Committee is responsible for all matters concerning membership of the MIoD as outlined in its Constitution and for recommending to the Board candidates to be appointed as directors to the Board as well as all employeesrsquo remuneration
The Committee has a separate set of clear and transparent published procedures and distinct terms of reference for the nomination of directors and for the admission of new members
ldquo2012-3 was an eventful year for the EC
Four meetings were held during the year
Besides the 12 training courses of the
Director Development Programme which
are proposed annually some 24 training
workshops were planned by the MIoD on
several new topics such as Social Media
Skills Running an AGM Marketing for
the Asian Market Marketing Strategy
Effective Company Secretaries Duties
and Rights of Minority Shareholders and
Unfair Competition and Anti-Competitive
Behaviours We helped to build capacity
in the corporate governance field by
sponsoring a lsquotrain the trainersrsquo session
on corporate governance bringing
the number of IFC certified trainers in
corporate governance to 11
Our courses continue to be well attended
with an average of 29 participants per
workshop and we are pleased to report
that the satisfaction rating has remained
above average at 95 The Committee has
worked on the development of a lsquoThought
Leadership Programmersquo in collaboration
with TommorrowToday which will be
launched shortly The Committee has also
contributed to the planning of the second
international conference entitled lsquoAfrica
Rising Governance for Sustainability
The Road Map for Value Creationrsquo which
will take place in Mauritius on the 17-18
October 2013 and has received regular
progress reports from the CEOrdquo James
Benoit ndash Chairman EC
42 Corporate Governance Committee (CGC)The CGC is composed of four directors namely Vaughan Heberden (Chairman) Danielle Lagesse Aurna Collendavelloo (up to 7 February 2013) Catherine Dvorak (as from 10 April 2013) and Jane Valls The Company Secretary acts as secretary of the committeeThe CGC makes recommendations to the Board on all Corporate Governance provisions to be adopted to enhance compliance with prevailing governance principles and practices
5th Anniversary members networking evening
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport26 27
ldquoDuring the year the Nominations and Membership Committee met twice and approved
194 new members Building on the qualitative research conducted by TNS Analysis on
the Associate memberrsquos category we identified new strategies to attract more associate
members which will be implemented in 2013 With regards to nominations as three
directorswillreachtheirtermofofficeatthe2013AnnualMeetingofMembers(AMM)and
following a vacancy which arose on the board during the course of the year as well as one
director who will be stepping down at the AMM the Committee reviewed the composition
of the Board to identify the profiles of prospective directors The nomination notice was
issued on 21 May 2013 to invite members to send their candidature for election at the AMM
scheduled on 25 September 2013rdquo Deva Armoogum ndash Chairman NMC
Attendance at meetings
ARMOOGUM Devapragassen
BENOIT James
CAPDEVILA-JANGEERKHAN Heba1
COLLENDAVELLOO Aruna2
DAY-HOOKOOMSING Patricia1
DINAN Pierre3
DVORAK Catherine
HEBERDEN Vaughan
LAGESSE Danielle
LAMA Ravin
LEUNG SHING Georges
SUDHOO Arjoon3
THOMAS Appalsamy3
VALLS Jane Elizabeth Orde
WOODING Richard
Board
77
57
55
33
45
12
57
57
67
47
77
02
22
77
47
ARC
na
11
na
na
na
na
33
na
na
na
23
11
na
33
02
EC
11
13
na
na
23
na
na
01
44
34
na
na
na
44
14
NMC
22
11
11
na
na
na
na
na
na
na
22
na
11
22
na
CGC
na
na
na
11
na
na
na
22
33
na
na
01
na
33
11
in attendance1 Appointed at AMM held on 26 September 20122 Appointed at AMM held on 26 September 2012 and resigned on 7 February 20133 Resigned at AMM held on 26 September 2012
5Board Performance and Evaluation An evaluation of the Boardrsquos performance is undertaken every year and reviewed with the objective of improving its performance procedures practices and administration and those of its Committees as well as the overall achievement of the Companyrsquos Vision Mission Values and Objectives The last Board Evaluation Report in August 2012 identified the following key area for improvement the need for the Board to become more strategic and less operational As a result 2 half day Board strategy off-sites were held in November 2012 and the Board agenda now focuses on key strategic and important issues first
6 Conflicts of InterestThe Boardrsquos policy on conflicts of interest with which all employees and directors are expected to comply is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
7 Statement of Remuneration PhilosophyThe NMC is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position and at levels which take into account industry and market benchmarks
The Non-Executive Directors are not remunerated for serving on the Board
The total remuneration of the CEO for the year was
Name Remuneration VALLS Jane Elizabeth Orde Rs 3629715
8 Annual Meeting of MembersAs at 30 June 2013 the MIoD had 850 membersThe MIoD communicates to its members through its Annual Report publications newsletters website emails and Annual Members Meeting The key members events held during the year were
10 Internal Control and Risk Management(a) Risk ManagementThe Board is responsible for the process of risk management which incorporates internal control and audit and has delegated its overall responsibility to the ARC The ARC assists the Board in fulfilling its responsibilities by monitoring decisions and processes designed to ensure the integrity of financial reporting and sound systems of internal control and risk management Management is accountable to the Board to establish processes and procedures for identifying evaluating and managing any significant risks faced by the Company
A full risk analysis has been undertaken and a register of key risks has been established and presented to the ARC for the appropriate mitigation actions and decisions to be taken
The key risks identified and which require monitoring are as followsbull reputationbull lossofFoundersandPatronsfundingespeciallyafterthe initial 5 year periodbull technologyfailureanddatalossbull naturaldisastersandbull creditriskattributabletotradereceivables
These risks are being addressed in the following waysbull anethicsriskassessmentwascompletedinAugust2012bull theMIoDCodeofConducthasbeenreviewedbull aWhistleblowingPolicyhasbeenimplementedbull theMIoDhasputinplaceanew3yearbusinessplanto ensure its sustainabilitybull aDisasterRecoveryandBusinessContinuityPlanhasbeen put in place and now needs to be testedbull improveddebtormanagementandregularfollowupbull currentrelianceonfundingbyFoundersandPatronshas been reviewed and a sector analysis undertaken to ensure limited vulnerability to a financial downturn in any one sectorbull 5newPatronshavebeensecuredbull theoriginalFoundersandPatronscontinuedsupporthas been sought and secured andbull ITsecurityhasalsobeenreviewedandimproved
(b) Internal ControlCays Associates was appointed in May 2010 to look after the MIoDrsquos accounts Segregation of duties is ensured for approval of all purchases payments of bills and signing of cheques Cash transactions are limited and receipts are immediately issued A new Pastel software accounting system has been introduced to further improve the management of accounts and debtors
(c) External AuditMoore Stephens was re-appointed as external auditor for the year 2012-3 No non-audit services were rendered by the external auditor
1 Members Networking Evening at the Blue Penny Museum2 Annual Meeting of Members at La Grande Cannelle Domaine les Pailles3 Members Networking Evening at the Maritim Hotel Balaclava4 5th Anniversary event at Angsana Balaclava
31 August 2012
26 September 2012
30 November 2012
17 May 2013
9 Share PriceThe Company is not listed on any stock exchange and share price information is therefore not applicable
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport28 29
11 Corporate Social Responsibility (CSR)The Company is a non-profit organization and is therefore not accountable for CSR contributions The MIoD has however decided this year to implement a corporate social responsibility programme which consists of the offer of pro-bono training on corporate governance to registered non-governmental organisations as well as using its Directorsrsquo Register to conduct pro-bono searches for such organisations
12 EthicsThe Companyrsquos Code of Conduct was reviewed and updated on 15 July 2012 The members of the Company are expected at all times to act in such a way as not to bring themselves or the MIoD into disrepute They are also expected to comply with the Code of Conduct of the MIoD which provides guidance on behaviour to be adopted by the members
The MIoD has this year implemented a Whistleblowing Policy
The Code of Conduct and the Whistleblowing Policy are available on the website of the MIoD
Two of the MIoD team have undertaken Ethics Officer training this year bringing the total number who have undergone this training to three
13 EnvironmentTo support the MIoD in its endeavour to promote corporate sustainability in Mauritius an exercise was undertaken to calculate the MIoDrsquos Ecological Footprint (EF)
Please refer to the sustainability report on pages 29 to 36 for more information on this matter
14 Health and SafetyThe Company complies with health and safety legislations No incidents have been reported during the year
15 Social IssuesThe Company is an equal opportunities employer and considers the welfare and development of its employees to be very important
Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD workshops and events as well as external training for their professional development Team building exercises are held regularly to reinforce team values and teamwork
Please consult our website to know more about our HR policies and practices wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
16 Related Party TransactionsThe MIoD has procured training services from Consultancy Company Limited amongst other service providers since 2011 With the nomination of Mrs Patricia Day-Hookoomsing as a Director of the MIoD in September 2012 such services are now recorded as a related party transaction and disclosed in the Financial Statements in note 13
17 Management AgreementsNo management agreement has been entered into by the Company
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
21 August 2013
1 Report Content and Reporting ParametersThis report marks two significant milestones for the MIoD It is the MIoDrsquos first Integrated Report and it also marks the first time that the GRI framework has been adopted for sustainability reporting by the MIoD These milestones are timely and are squarely aligned with MIoDrsquos position in the market to promote corporate sustainability and to lead by exampleThe integrated report has adopted the G31 guidelines of the Global Reporting Initiative and it reflects MIoDrsquos commitment to provide a transparent and fair review of its strategy performance and activities in 2012-3 to its stakeholders The triple bottom line reporting has endeavoured to provide an open and honest summary of the social economic and environmental impacts stemming from our activities and commitments practices objectives and performance results regarding the management of our impacts The report contains a combination of quantitative and qualitative impactsMIoD has also adopted a learning-by-doing approach to internalise integrated sustainability reporting as a strategic management tool To reflect this approach we have realised this report in the GRI Level C application with the view that MIoD will graduate progressively to higher level reporting over time It is understood that the learning-by-doing approach implies that the processes tools and methodologies applied to identify prioritise and validate report content and reporting parameters will evolve over time Nevertheless the processes tools and methodologies are systemic and have been applied systematically to allow year-on-year comparisons of MIoDrsquos performance This is even more so because MIoD is a relatively young organisation that holds a unique position vis-agrave-vis its stakeholdersWe have used GRI Reporting Standard principles in determining the scope of the report content structure and quality and data calculation and disclosure techniques The content of this report discloses MIoDrsquos performance for the period starting July 1 2012 and ending June 30 2013
2 Report Scope amp BoundaryThe activities of MIoD cover the geographical area of the Republic of Mauritius and most of these activities take place in the island of Mauritius The report boundary is therefore the activities of MIoD in Mauritius In addition to GRIrsquos Sustainability Reporting Guidelines (GRI 31) the report also follows the International Financial Reporting Standards (IFRS) for financial reporting and the Code of Corporate Governance of Mauritius 2004 Boundaries for non-financial data collection are consistent with our financial reporting thus aligning financial environmental and social reporting Since stakeholder inclusiveness is a cross-cutting issue in determining the content and scope of reporting we have attempted to take into consideration the expectations of our stakeholders as well as to quantify or qualify the impacts of our activities on their well-being including present and future considerations and to take remedial actions Our stakeholder engagement processes are discussed below
3 Determining Report ContentGuided by the G31 reporting guidelines and principles and technical protocol the following criteria have been observed in preparing this reportStakeholder inclusivenessStakeholder identification and engagement have been carried out using a combination of three methods namely (1) market knowledge by virtue of being the main organization mandated to foster the development of corporate governance at the level of Boards and upper management in Mauritius (2) value-chain analysis to establish the entire supply chain of MIoDrsquos services including the enabling environment and business providers and (3) on-going surveys with existing and potential members
The stakeholders of the MIoD are set out below
MIoD appreciates the benefits derived from stakeholder engagement and endeavours to maintain close proximity with key stakeholders We carry out membership surveys ethics risk assessments and on-going evaluations of our training programmes to identify and address issues that are relevant to our stakeholders and also to engage our stakeholders in assessing MIoDrsquos performance risks and opportunities For instance the following examples are pertinent
bull MIoDcarriedout43publictrainingworkshopsinvolving1262 participants during the reporting period and each one was accompanied by a written evaluation The response rate across all the courses was close to 90 with a 95 customer satisfaction rate Please refer to page 17 of the Report)bull InJuly2011anEthicsRiskAssessmenthasenabledkeystakeholders to share their views and to highlight the key ethics risks for the MIoD The stakeholders included members MIoD directors suppliers employees media MIoD founders and patrons and MIoD partners The assessment combined questionnaire surveys interviews and focus group discussions and covered the following areas organisational culture financial operational governance conduct and behaviour of individuals relating to or
SUSTAINABILITY REPORT
FOUNDERS AND
PATRONS
DIRECTORS
FORUM amp
AUDIT
COMMITTEE
FORUM
KINDRED
ORGANISATIONS
amp PARTNERS
MEMBERS
THE
BOARD
MANAGEMENT
amp EMPLOYEES
CORPORATE
SECTOR ndash
PRIVATE AND
PUBLIC
POLICY
MAKERS AND
REGULATORS
SUPPLIERS
THE
COMMUNITY
THE
ENVIRONMENT
THE MEDIA
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport30 31
working with MIoD (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull InJuly2012MIoDalsocarriedoutaqualitativesurveyofthemotivations and needs of its Associate Members (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull PeriodiconlineandtelephonicmembersrsquosurveysThelastsurvey was completed in June 2012 and the latest one was completed by the end of June 2013 (a copy of the questionnaire can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull TheMIoDDirectorsForumcomposedofdirectorsfromtheprivate and the public sector acts as an advisory and technical committee to the MIoD and draws on the experience and knowledge of its members to represent the collective view of directors across a broad spectrum of organisations (a list of members of the Directors Forum can be found on page 19 of the Reportbull TheviewsofFoundersandPatronsoftheMIoDwhorepresent a cross section of public and private sector companies in Mauritius are sought in annual individual meetings while regular meetings with partner and kindred organisations provide feedback from these stakeholders andbull ByincorporatingtheimpactsofsuppliersontheEcologicalFootprint of MIoD (please see more in the section on Materiality below) thereby serving as a basis for involving suppliers in the value chain to take remedial actions in partnership with MIoD
Sustainability ContextAs a leading organization promoting corporate sustainability we consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic social and environmental fronts This is important on two counts namely (1) the increasing awareness in the Mauritian public and private sector for mainstreaming the three pillars of sustainable development and (2) the recognition that corporate sustainability can be a significant comparative advantage and differentiation strategy It is worth mentioning here that MIoDrsquos Integrated Report is squarely aligned with the newly adopted Maurice Ile Durable (MID) Policy Strategy and Action Plan of Mauritius especially concerning lsquoenhancing the corporate environment social responsibility and accountabilityrsquo (wwwmidmu ndash accessed 12 July 2013) The sectorial MID Strategy for employmenteconomy specifically refers to the use of GRI as a benchmark for developing a Sustainability Index for publicly listed companies
CompletenessWe have ensured that all the material topics and indicators covered in this report reflect completely the significant economic environmental and social impacts of our activities and enable our stakeholders to assess our performance in 2012-3 effectively
BalanceWe have attempted to present an unbiased picture of our performance by avoiding selections omissions or presentation formats that are reasonably likely to unduly or inappropriately influence the readerrsquos decision or judgment The report provides both favourable and unfavourable results as well as results that can influence the decisions of stakeholders in proportion to their materiality This is a commitment to MIoDrsquos transparency
ComparabilitySince this is the first integrated sustainability report results present the baseline data and information against which comparative performance analysis will be carried out in the future
AccuracyThe different data in this report have been presented both on a qualitative and quantitative basis In any case we have ensured openness in measurements and qualitative analyses while bearing in mind that data would need to be verifiable While the non-financial components of the present report have not been subject to an independent third party audit the processes methodologies and tools for generating and analysing quantitative and qualitative data were adopted because they lend themselves to such audits Where applicable such as in the case of Ecological Footprint analysis discussed below error analysis is provided to deal with uncertainties in measurements
TimelinessThis report will be issued for the purpose of the Annual Meeting of Members on 25 September 2013 It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting This open review process forms an integral part of the learning-by-doing approach
ClarityThis report has been presented in a manner that is understandable accessible and usable by our stakeholders As far as practicable graphics and data tables have been used to present information
ReliabilityInformation and processes used in the preparation of this report have been consistently gathered recorded compiled analysed and disclosed in a way that has been subject to constant examination by a competent internal team together with the help of an external consultancy firm with experience in integrated sustainability reporting using the GRI G31 Reporting Guidelines and Principles
MaterialityAccording to the GRI G31 Guidelines materiality has to be determined by considering the economic environmental and social impacts that cross a threshold in affecting the ability to
meet the needs of the present without compromising the needs of future generations Since the identification of thresholds is not trivial especially when considering long-term impacts or impacts where root causes and their effects are delocalised geographically and across different time horizons the methodology applied by MIoD to gauge materiality is evolving as it strives to better integrate sustainability across its entire spectrum of operations and services The underlying approach is to identify and prioritise those impacts that have a propensity to create preserve or erode economic environmental and social value for itself and its stakeholders In order to be methodological and systematic a combination of approaches has been used to determine materiality and the contents of this reportbull ThelegalrequirementsoftheRepublicofMauritiusInmanyinstances the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts and these thresholds are usually identified because of their materialitybull Adoptionofathoroughriskmanagementprocessthatallowsus to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative The risk management process also makes visible opportunities to better serve our stakeholdersbull Bykeepingacloseproximitywithourstakeholdersasexplained above under lsquoStakeholder Inclusivenessrsquobull IdentificationofinternalissuesthroughmeetingswithMIoDteam members as well as subscribing to continuous learning to better adhere to our policies values strategies targets and risk management processes andbull CarryingoutanEcologicalFootprintanalysisofouroperationsthat cover the impacts of the following (1) food (mainly provided by third parties during delivery of MIoD training) (2) consumables (3) utilities buildings and transport and (4) waste The first Ecological Footprint analysis was carried out for the calendar year 2012 (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage) and its results and recommendations were approved by the MIoDrsquos Board of Directors on 5 December 2012 The time period for the Ecological Footprint analysis has been revised to match the reporting period July 2012-June 2013 and the Footprint updated The analysis has been used to quantify impacts identify impacts of most significance and provide a basis for taking remedial actions across the value chain as discussed in this report Ecological Footprint analysis has been adopted as one way to deal with the difficulties in establishing thresholds for sustainability impacts The Ecological Footprint analysis also captures the ecological impacts of services delivered (except for electricity and primary energy consumption) by third party venues during MIoD training
MIoDrsquos materiality framework is evolving We are confident that the results presented here are sufficiently robust to instil confidence in the quality of the report The integrated Sustainability Report should be read in conjunction with our online resources
Validation is currently essentially an internally orientated process with authorisation by the CEO and Executive Secretary and ultimate approval of the Integrated Report by the Board of Directors
Performance indicators have been chosen for reporting purposes based on three main factors1 Results of the Ecological Footprint Analysis2 Our ability or maturity to respond and3 The opportunity for MIoD to grow and gain advantage from the impacts
The calculation of Performance Indicators has followed the GRI Indicator Protocols GHG emissions arising from the use of electricity has been calculated from the Grid Emission Factor of Mauritius using the methodological tool 07 ndash ie ldquoTool to calculate the emission factor for an electricity system (Version 0300) - proposed by the Clean Development Mechanism for calculating the operating margin (httpcdmunfcccintmethodologiesPAmethodologiestoolsam-tool-07-v300pdf )rdquo GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator (httpwww2icaointencarbonoffsetPagesdefaultaspx)
Re-statements of information are not applicable to MIoDrsquos first Integrated Report
4 Market Position41 Range of Ratios of Standard Entry Level Wage by Gender The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees Entry salaries are based on industry and market benchmarks the entrantrsquos educational level and relevant experience The Board Nominations Committee is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position
The MIoD employs 5 staff excluding the CEO ndash 3 female and 2 male The lowest male basic salary is Rs 28618 and the lowest female basic monthly salary is Rs 14478 There is no official minimum wage in Mauritius in our sector However as per the Ministry of Labour and the National Remuneration Order for Travel Agents and Tour Operators Workers a similar service sector the minimum wages prescribed for comparable jobs are as follows
bull SeniorAccountsClerkRs10306bull AdministrativeClerkRs8717
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport32 33
Based on this methodology the ratio of entry level wage by gender compared to local minimum wage for comparable jobs is 126 for male staff and 117 for female staff The apparent difference between the two ratios does not imply gender bias at MIoD since for any specific position a male or female employee would receive the same remuneration all else being equal
The MIoD is focused on continually developing a workforce that is dedicated motivated and well trained in order to assure the Institutersquos future development and growth as well as providing long term employment for individual employees
To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions A competitive total compensation package includes an effective salary and a benefits plan which aims tobull payafairbasicsalaryforthejobbybenchmarkingagainst similar jobs and similar organisations in Mauritius and taking into consideration internal equity specific job requirements and the skills knowledge and abilities of the employeebull providebasicbenefitsandbull recogniseindividualcontributionthroughtheperformance bonus system
The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation which is normally paid in December and is calculated proportionately to the time of service during the year All employees receive a pay slip and salaries are paid on 26th of each month by standing order
42 Suppliers The MIoD has adopted a lsquoProcurement Policyrsquo to ensure that all procurement activities carried out by the MIoDbull provide best possible valuebull are conducted in a fair objective and transparent mannerbull are compliant with all relevant legislation and any other related policiesbull use best practice in the application of ethical standards andbull are consistent with the MIoDrsquos Vision Mission and Values
The choice of suppliers is influenced by the above mentioned objectives Although environmental benefits are considered as part of the procurement process with due consideration given to all relevant aspects of whole life-cycle costs of products the MIoD does not have a specific policy of preferring locally based suppliers
For some events and where a local capacity gap exists the MIoD has recourse to overseas facilitators to bring best practice to Mauritius
The MIoD intends to assess the geographical spread of its
procurement practices and report on the percentage of procurement budget which is spent on local suppliers in its next financial year At the same time the need to amend the procurement policy to promote local suppliers will also be considered
43 Recruitment Policy Under the Equal Opportunities Act 2008 (lsquoEOArsquo) an employer cannot discriminate against an employeeprospective employee on the basis of the following
The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting recruiting employing appraising promoting or dismissing an employee
Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis the MIoD is committed to a policy of equal opportunities
Its HR Policies amp Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race religion or belief colour sex age national origin disability or sexual orientation The MIoDrsquos HR Policy and Guidelines can be found on the website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepageAll employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines
5 Environmental Performance51 MaterialsThe main consumable materials used by the MIoD are shown in this chart
52 Energy Consumption The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes This amounted to 94113 MJ for the reporting period Also the indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid This was 10386 kWh electric for the reporting year ndash ie 11217 GJ thermal MIoD is not a producer of direct or indirect energiesInitiatives to reduce indirect energy consumption need to be investigated in the coming year This could for example include more energy-efficient lighting technologies A key constraint for the implementation of energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner or manager
53 Water The MIoDrsquos consumption of water includes water delivered by the Central Water Authority water consumed from water fountains and bottled water for training workshops This was 26 m3year for the reporting period
54 Greenhouse Gas Emissions The total CO2 emissions of the MIoD has been estimated at 206 tonnes for the reporting period with direct and indirect emissions contributing 57 and 149 tonnes of CO2 respectively as follows bull IndirectemissionsofCO2 arose from the consumption of electricity and air travel This amounted to 107 tonnes and 42 tonnes of CO2 respectivelybull TotaldirectCO2 emissions related to land transport has been estimated at 57 tonnes of CO2 The estimation is based on the total distance travelled (km) during the reporting year an average fuel efficiency of 12 kmlitre of gasoline and the emission factor of motor gasoline
55 Waste All waste produced by MIoD and related to MIoD activities were sent to the landfill during the reporting period The main sources of waste were paper (350 kg or 035 tonnes) and plastic (37 kg or 0037 tonnes) By virtue of its activities MIoD does not deal with hazardous wastes of any kind
56 Mitigation of Environmental Impacts Following the Ecological Footprint Report undertaken in 2012 three areas were highlighted that needed attention
(i) food (mainly provided by third parties during delivery of MIoD trainings) (ii) consumables and(iii) waste management
In this respect the MIoD has undertaken in the financial year 2013-4 to bull workwithourkeythirdpartyfoodsupplierstoimprovethequality of the food offered during our training sessions especially taking into account the health problems in Mauritian society such as diabetes and to reduce our ecological footprint in this respect We have also engaged the advice of a nutritionistbull reducetheamountofplasticthatwepurchasebothinourownoffice but also through our third party suppliers In this respect we now have a water dispenser delivered to each training venue on the day of our training workshop to avoid the use of plastic bottles for our training sessions The next step is to work with our suppliers to encourage them to adopt this practicebull reducetheamountofpaperandinthisrespectwehaveagreedwith our Board Directors that effective August 2013 that we will no longer use paper but instead adopt appropriate laptop or tablet software for board papers During this year we will also undertake a complete review of our use of paper especially the printing of training manuals and see if we can fully or partially adopt alternative solutions to reduce our footprint The objective over time must be to become paperless We also intend to meet with the Registrar of Companies to lobby for the reduction in printing of Annual Reports and to allow shareholders to receive a soft copy and opt for a hard copy by exceptionbull ensurethatallouroldelectronicgoodssuchasprintersorcomputers are properly recycled using genuine recyclers andbull workwithourlandlordstointroducerecyclingbinsforallthetenants in our building Raffles Tower
57 Total Environmental Protection Expenditure and InvestmentTo date the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its first Integrated Report at a total cost of Rs 150000 The Ecological Footprint calculation is the benchmark for reducing our footprint in the future
6 Social61 Risks Related to Corruption An ethics risk assessment which also covered corruption risks was undertaken in 2011-2 The assessment covered all the activities of the MIoD Thereafter the MIoD Code of Conduct was reviewed and revised to address ethical conduct within the Company and by its members A Whistleblowing Policy has also been implemented The Ethics Risk Assessment Report and the MIoD Whistleblowing Policy can be found on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
2 2
96
Central Water Authority
Water fountains
Bottled water
Total water withdrawal by source
Materials
Hec
tare
(Ha)
1200
1000
800
600
400
200
-
Clot
hes
Fabr
ics -
Cotto
n
Clot
hes
Fabr
ics - W
ool
Clot
hes
Fabr
ics -
Synt
hetic
Leat
her -
Bas
ed P
rodu
cts
Pape
r - B
ased
Pro
duct
s
Met
al -
Base
d Pr
oduc
ts
Plas
tic -
Base
d Pr
oduc
ts
Woo
d - B
ased
Pro
duct
s
Elec
trica
l Equ
ipm
ent
Glass
war
e Po
rcel
ain
Med
icina
l Pro
duct
s
Hygie
ne an
d Cl
eani
ng P
rodu
cts
Ciga
rette
s
Age
Caste
Colour
Creed
Ethnic origin
Impairment
Marital status
Place of origin
Political opinion
Race
Sex
Sexual orientation
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
F O U N D E R S
P A T R O N S
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport6 7
1 Deva ARMOOGUMChairman (62)Deva Armoogum is a Fellow of the Chartered Association of Certified Accountants and a Fellow of the Chartered Institute of Logistics and TransportDeva retired as a partner of KPMG in 2012
where he headed the Advisory Services practice He had worked with a diverse portfolio of clients ranging from Fortune 500 companies international donor agencies to public and private entities cutting across all service lines Prior to joining KPMG Deva occupied several key positions in the public and private sectors He was successively General Manager of National Transport Corporation (NTC) Managing Director of Mauritius Housing Company (MHC) and Non-Executive Chairman of State Trading Corporation (STC) He also served as Non-Executive Director of SITRAC now the University of TechnologyHe was instrumental in creating the local Chapter of the Institute of Internal Auditors and presided over its development until 2012 when the status was raised to that of a full-fledged Institute He is also currently a member of the National Committee on Corporate Governance and a member of the Financial Reporting Council
2 James BENOITVice Chairman (47)James Benoit is a Chartered Financial Analyst with 20 yearsrsquo experience in banking He is the CEO and Executive Director of AfrAsia Bank Ltd a regional corporate and private bank based in Mauritius that he co-founded as a start-up and leads on behalf of the largest conglomerate in Mauritius
He was previously a global management executive with HSBC Group for 16 years in emerging and developing markets in China Philippines Hong Kong the Middle East Canada and Mauritius He has developed implemented and grown leading consumer banking wealth management credit cards and corporate banking businesses in these regions with proven ability to engage customers regulators and staff from diverse backgrounds James is also the co-founder of the local Chapter of the CFA Institute which has won global awards for revitalization under his Presidency He is a sought after financial conference speaker and opinion leader published in media channels in South Africa London India UK Vietnam Singapore Philippines and Mauritius
3 Heba CAPDEVILA-JANGEERKHANNon-Executive Director (44)Heba Capdevila-Jangeerkhan is the Development and Strategy Director of the Taylor Smith Group as well as a Board Director on most of the Taylor Smith Group companies Property Finder Ltd and Valendor ( Mauritius) Ltd
She is a Business Graduate from the University of Sheffield and holds an MSC in Organisation Development from Sheffield Business School She speaks four languages and has lived in South America the Middle East Spain and the UK before coming to Mauritius in 1995She has over 20 years of professional experience in business administration sales human resources organisation development and business strategy with exposure to both private and public sector environments She started her professional journey in the Middle East and the UK Her experience in Mauritius started in the Textile industry with CMT Lteacutee moving on to International Retail at World Duty Free (Mauritius) Ltd and the Engineering Cluster of the Rogers Group before joining the Taylor Smith Group
4 Patricia DAY-HOOKOOMSINGNon-Executive Director (63)Patricia Day-Hookoomsing holds a BA Joint Honours in Latin and French from the University of Reading UK a PGCE in the teaching of English as a Second Language the ACCA Certified Diploma in Accounting and Finance and the IFE Diplocircme drsquoEacutetudes Professionnelles
Approfondies en Entrepreneuriat She is currently studying part-time for a PhD in Education at the University of Reading UKShe is Managing Director of Consultancy Company Ltd (CCL) a private training firm which she joined in 1989 after 16 years as an English Language teacher at the Lyceacutee Labourdonnais She also lectures at the Institut de la Francophonie de lrsquoEntrepreneuriat (IFE) and the MCCI Centre drsquoEacutetudes Supeacuterieures She is a Fellow of the UK Institute of Leadership and Management Fellow of the Mauritian Institute of Directors Honorary Fellow of the Mauritian Institute of Management and member of the UK Institute of Administrative Management She is an accredited trainer with the Ethics Institute of South Africa the Global Corporate Governance Forum (GCGF) and the Mauritius Qualifications Authority
5 Catherine DVORAK Non-Executive Director (49)Catherine Dvorak is a financial advisor She holds a Bachelor of Accountancy from the University of the Witwatersrand Johannesburg and is a member of the South African Institute of Chartered Accountants She acquired extensive experience
in the Investment Banking industry in South Africa with a focus on specialised finance She returned to the island in 2004 to join Investec Bank (Mauritius) Limited as a senior executive until 2010 Catherine is presently an independent non-executive director of a number of companies including AfrAsia Bank Limited and Les Gaz Industriels Ltd
Deva ARMOOGUM
James BENOIT
Heba CAPDEVILA-JANGEERKHAN
Patricia DAY-HOOKOOMSING
Catherine DVORAK
Vaughan HEBERDEN
Danielle LAGESSE
Ravin LAMA
Georges LEUNG SHING
Jane VALLS
Richard WOODING
Aruna COLLENDAVELLOO
Pierre DINAN
Arjoon SUDDHOO
Appalsamy THOMAS
BOARD OF DIRECTORS
COMPANY SECRETARYTioumitra MAHARAHAJE
CHIEF EXECUTIVE OFFICERJane Elizabeth Orde VALLS
REGISTERED OFFICE1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Board Chairman and Chairman - Nominations and Membership Committee
Board Vice Chairman and Chairman - Education Committee
Appointed at Annual Meeting 2012
Appointed at Annual Meeting 2012
Chairman ndash Corporate Governance Committee
Chairman ndash Audit and Risk Committee
Appointed at Annual Meeting 2012 and resigned on 7 February 2013
Resigned at Annual Meeting 2012
Resigned at Annual Meeting 2012
Resigned at Annual Meeting 2012
CORPORATE INFORMATIONMAURITIUS INSTITUTE OF DIRECTORS
PROFILE OF DIRECTORS AND SENIOR MANAGEMENT
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport8 9
Tioumitra (Ambrish) MAHARAHAJE Executive SecretaryAmbrish is a solutions-focused chartered secretary with 10 years of experience overseeing company secretarial and compliance functions pertaining to Mauritian Company
legislation Stock Exchange of Mauritius rules and Financial Services Commission regulations He joined the MIoD as Executive Secretary in March 2013 From July 2007 to February 2013 Ambrish was Corporate Manager ndash Legal Compliance and Company Secretary of Rogers and Company Ltd an investment company listed on the Stock Exchange of MauritiusAmbrish is an accredited trainer with the IFC Global Corporate Governance Forum and an associate of Institute of Chartered Secretary and Administrators
10 Jane VALLSExecutive Director and CEO (58)Jane Valls holds a BA Hons in French and Italian from Birmingham University UK She is the Chief Executive Officer of the Mauritius Institute of Directors (MIoD) and an
accredited trainer with the Global Corporate Governance Forum (GCGF) and the Ethics Institute of South Africa Before joining the MIoD she has held senior positions and directorships in a wide range of business sectors in Mauritius and overseas with leading companies including British Airways Sun International and The Rogers Group and more recently running her own management and training consultancy
Jane is a Fellow of the Mauritius Institute of Directors a member of Soroptimist International (an international womenrsquos association) and the current Chairperson of Women in Networking (WIN)
11 Richard WOODING Non-Executive Director (54)Richard Wooding holds a BA degree from Birmingham and an MBA from Cranfield He has worked extensively in FMCG industries in UK Asia and Africa including General Management roles for Rothmans International British
American Tobacco and Heineken International He joined the Phoenix Beverages Group (PBG) in April 2006 and was appointed Chief Executive Officer and Director in July 2006 He was also a member of the PBG Corporate Governance Committee
6 Vaughan HEBERDEN Non-Executive Director (52)Vaughan Heberden was educated at St Johnrsquos College Johannesburg and holds BA and LLB degrees from the University of the Witwatersrand He is the CEO and Executive Director of Cim
Financial Services Ltd a financial services group listed on the Stock Exchange of MauritiusA lawyer by training he has over twenty five yearsrsquo experience in business mainly in the financial services sector with major local and international financial institutions During his career Vaughan has been a Director at UAL Investment Planning Services ndash a subsidiary of UAL Merchant Bank CEO of the private banking arm of the First Rand Group and Director Southern and East Africa for Barclays International and Private BankingVaughan has served on the boards of a number of international financial services and fiduciary companies He is the Chairman of the Board of Trustees of Global Finance Mauritius an apex industry grouping and a member of the Court of the University of Mauritius
7 Danielle LAGESSE SANon-Executive Director (59)Danielle qualified as an Attorney at Law of the Supreme Court of Mauritius in 1980 and was in 2010 the first lady from the private practice to become a Senior Attorney in Mauritius She presently sits on the Council of the Mauritius Law Society
As a Legal Adviser to the Boards of local and foreign companies from diversified sectors such as Insurance Building and Public Infrastructure Banking Sugar Industry Real Estate Offshore etc Danielle has for over 30 years appeared in important Supreme Court cases involving corporate issues such as oppression of minorities conflicts of interest and lack of independence and dereliction of directorsrsquo duties among others which really stimulated her interest for Corporate Governance and the importance of Mediation and Arbitration of corporate disputes in which she is now very involved A Fellow of the MIoD and a member of its Board ever since its incorporation Danielle is also a member of the Australian Institute of Directors
8 Ravin LAMANon-Executive Director (52)Ravin Lama is a science graduate from India He is currently the Executive Director of AAPCA Mauritius looking after the national daily - Le Matinal He has extensive experience in the field of communication and
advertising having successfully launched several newspapers and brands in Nepal while working and consulting with clients both national and international He is the Publisher and Managing Director of Nepalrsquos largest selling English daily - The Himalayan TimesHe is a Board Member of Mauritius Qualifications Authority American Chamber of Commerce (AMCHAM) the President of the Association of Registered Professional Training Institutes (ARPTI) and a Past President of the Parents Teachers Association of Le Bocage International School Moka
9 Georges LEUNG SHINGNon-Executive Director (67)Georges Leung Shing holds a Bachelorrsquos degree in Economics and is a Chartered Tax Adviser and a Fellow Chartered Accountant He was the Senior Economist of the Mauritius Chamber of Agriculture before he joined Lonrho Mauritius and was
appointed Executive Chairperson of the Group in 1996 After the take-over of MTMD (subsequently called Omnicane Ltd) by Illovo Sugar Ltd in July 1997 and Omnicane Holdings Ltd in April 2001 he continued as Managing Director until his retirement on 31 March 2007 and as Consultant the next yearHe has served on most sugar-sector institutions in Mauritius the Mauritius Employersrsquo Federation and Joint Economic Council He is a former President Chairman of the Mauritius Accounting and Auditing Standards Committee Mauritius Chamber of Agriculture Mauritius Sugar Producersrsquo Association and the Mauritius Institute of Directors and member of the Financial Reporting Council He is the Chairman of the Mauritius Development Investment Trust Co Ltd the MIoDKPMG Audit Committee Forum the Acting Chairman of the Sugar Insurance Fund Board and a Director of Omnicane Ltd and Standard Bank (Mauritius) Ltd
PROFILE OF SENIOR MANAGEMENT
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport10 11
On behalf of the Mauritius Institute of Directors (MIoD) I am pleased to make the following Statement to our members for the year ended 30 June 2013 OverviewGlobal economic prospects are slowly improving even though results are very mixed around the world
with the road to recovery in the advanced economies remaining bumpy according to the IMF while emerging market economies are doing well In 2013 after a weak first half real GDP growth in the advanced economies is projected to rise above 2 for the rest of the year and to average 225 in 2014 spurred by US growth of about 3 Most economies in Asia and sub-Saharan Africa and many economies in Latin America are now seeing higher growth Global growth is thus projected to continue to rise gradually
But there is no room for complacency given the strong interconnections between countries an uneven recovery is still a dangerous one While considerable progress has been made to improve financial regulation at both national and global levels the IMF recognises that there is still more to do to complete the regulatory reform agenda ldquoparticularly with regard to the too-big-to-fail problem nonbank financial institutions and shadow bankingrdquo
Our Mauritian economy has survived the turbulent past few years and is working hard at diversifying its exports and services away from the traditional European markets and increasingly towards Africa and Asia We have improved our ranking by 5 places to 19th position in the 2013 World Bank Ease of Doing Business and we continue to occupy the top place in Africa We have also held on to our No1 position in the Mo Ibrahim Index of African Governance However we have dropped 8 places in the Transparency International Corruption Perception Index in the last 2 years to 43rd place and the increasing number of scandals that have shaken our country in the last 12 months will not do much to remedy this perception unless we seriously start to address the issue of corruption More than ever we need good governance practices combined with effective leadership skills and underpinned by a strong ethical culture
At the MIoD we have been pleased to see this year the continued increased demand for membership and for our public workshops And the registered demand for in-house workshops testifies to the increasing interest Mauritian boards are paying to good corporate governance A growing number of companies are also leading the way by undertaking sustainability reporting corporate governance assessments ethics management board evaluations and family
governance initiatives More and more companies are using our Directorsrsquo Register to look for Independent Directors These are all very positive signs and bode well for the future
The publication of the Bank of Mauritius Corporate Governance Guideline as well as the FSCrsquos Circular Letter reminding directors of their duties and giving guidance on what would be considered as a reasonable number of directorships are all welcome initiatives to the Corporate Governance regulatory and compliance framework in Mauritius But they are also indications that our National Code of Corporate Governance (the Code) is fast being overtaken The MIoD therefore continues to support the view of the National Committee on Corporate Governance (NCCG) that a revision of the Code of Corporate Governance is well overdue The Code was written in 2003 and in the last 10 years the world has been rocked by a huge financial crisis Global standards and best practices in good governance have moved on and if we wish to maintain our position as regional leaders in Corporate Governance we need to update the Code Furthermore the recent amendments to the Financial Reporting Act while strengthening the enforcement of compliance to the Code nonetheless reveal inconsistencies as well as difficulties in applying the Code effectively We therefore appeal to the Minister of Finance to undertake this exercise as soon as possible
StrategyDuring the year the board undertook a review of our Vision Mission and Strategy The key challenges facing the Institute namely its long term sustainability establishing its legitimacy increasing its membership by attracting more young professionals public sector executives as well as seasoned Directors and maintaining funding from our existing Founders and Patrons were addressed in two half day off sites in November 2012 The outcome was our new Vision Mission and Strategy reflected in our latest 3 year Business Plan for 2013-2016 Our strategy will ensure that webull respondtoourmembersrsquoneedsandprovideclearbenefits for each categorybull remainrelevantthroughregularstakeholderengagementbull ensureweareaccessibleandaffordablebull nurturethenextgenerationofdirectorsbull widenthescopeofourservicesbeyondcorporate governancebull differentiatetheMIoDfromotherprofessional organisations through our area of focus and specialisation ndash corporate governance best business practices leadership and professional developmentbull maintainthequalityandsustainedfocusofourtraining and educationbull arearolemodelandthereferencepointforcorporate governance and best business practicesbull becomeacredibleandrecognisedvoiceforDirectorsandbull supportMauritiusasaregionalleader
CHAIRMANrsquoS STATEMENT
Initiatives and HighlightsOne of the key highlights of the year was undoubtedly celebrating our 5th Anniversary with our members and sponsors at Angsana Balaclava on 17th May 2013 with our guest of honour the President of the Republic of Mauritius This was also the opportunity for the MIoD to recognise the role of the National Committee on Corporate Governance in initiating the creation of an Institute of Directors in Mauritius Over the years the NCCG has continued to support the MIoD by collaborating on workshops conferences and future research
The MIoDlsquos key role at the forefront of good corporate governance is to develop better informed and more effective directors In the past year the MIoD has continued to provide practical guidance and a better understanding of the various aspects of corporate governance by helping directors improve their knowledge and skills We have invited several high profile overseas guest speakers and facilitators including Prof Mervyn King Dr Teodorina Lessidrenska Linda de Beer Chris Pierce Phil Armstrong Mike Saunders Bert van Walbeek Maggie Gorse Guillermo Miranda Prof Deon Rossouw Alison Dillon Kibirige and Dr Graeme Codrington
Throughout the year we have also benefited from the expertise of our team of local trainers and facilitators as well as many local experts whom I would like to thank whole heartedly for their support
We have renewed our successful collaboration with the Ethics Institute of South Africa (EthicsSA) and take this opportunity to thank them and the IFC Global Corporate Governance Forum for the use of their training materials as well as for their invaluable support
We have increased our range of corporate services this year to includebull InHouseTrainingbull BoardAppraisalsbull CorporateGovernanceAssessmentsbull EthicsRiskAssessmentsbull CodeofConductDevelopmentbull EthicsOfficerTrainingandCertificationandbull EthicsManagementConsultingandTraining
The last year has seen some significant new initiatives at the MIoD The Directors Forum is gradually establishing its role as an Advisory Council to the MIoD focusing on Directorsrsquo issues and through the Forumrsquos expertise and representation providing guidance on key issues of governance and directorship in Mauritius In September 2012 the Forum launched its first publication Best Practice Guidelines for the Appointment of Directors The Directors Forum is currently working on its next publication an Ethics Guide for Boards which should be launched in September 2013 The Forum also has a sub-committee dedicated to the public sector We take this opportunity to thank all those who serve pro-bono on
the Directors Forum for their commitment to the cause of good corporate governance and better boards
The MIoD also undertook to measure its Ecological Footprint and as result will look at how we can reduce our footprint in the coming years In addition the Board as part of our strategy to be a model of corporate governance has decided that this yearrsquos Annual Report should be an Integrated Report with two new sections ndash a Sustainability Report and a Global Reporting Initiative (GRI) Content Index We hope this will encourage other companies in Mauritius to follow this initiative In the medium to long term the objective is to positively influence all our stakeholders The Sustainability Report proposes concrete actions that will be carried out in the 2013-4 financial year demonstrating MIoDrsquos commitment to internalise sustainability practices in its operations and those of its valued stakeholders In order to support Mauritius as a regional leader the MIoD in collaboration with the Institute of Directors Southern Africa (IoDSA) has been spearheading the setting up of an African Corporate Governance Network (ACGN) With the current focus on growth and development in Africa good corporate governance and capacity building in this area is highly important 12 Institutes from across Africa have come together and the ACGN will be formally launched on 16 October 2013 in Mauritius
The year ahead brings some other exciting events and initiatives including our 2nd International Conference on 17 and 18 October 2013 this time in collaboration with IODSA on the theme ldquoAfricaRising Corporate Governance for Sustainability The Road Map for Value Creation rdquo We have invited a distinguished list of international speakers and we see this Conference as an opportunity to promote Mauritius as the gateway to Africa and as a regional leader in the global governance landscape
In the coming year we will also be launching the Audit Committee Forum recognising the key role that audit committees play in ensuring good Corporate Governance and as a way of providing audit committee members and other directors with a resource to help them to keep up-to-date on current and emerging issues
Continued GrowthThe MIoD remains a private independent not-for-profit membership organisation regulated by the Companies Act We depend on membership and our membership growth continues on target testifying to the interest in our activities The Institute is made up of individual members whom we are here to serve We thank you for your continued support
We have however been less successful this last year in attracting young professionals whom we see as the future directors of tomorrow and this will be a focus for us to work on in the coming year reviewing our image and benefits for this category of member
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport12 13
Deva ArmoogumChairman
Our ValuesIntegrityLeading Mauritian corporations and institutions to international best practice in corporate governance while upholding the highest ethical moral and professional conduct
ExcellenceAiming for excellence in all we do and being passionate about our values
AccountabilityActing responsibly and demonstrating accountability for our decisions
Knowledge and ForesightPromoting the learning and continuous development of our members and the acquisition of planning and transformational skills
Teamwork and InnovationWorking together in mutual respect towards a common goal recognizing that innovation comes from harnessing diversity
TransparencyOperating in a fair and transparent manner and devoting time for the benefit of the Institute and its members
Founders and PatronsThe continued support of our Founders and Patrons has been crucial to the success so far of the MIoD Without this support in its first 5 years the MIoD would have struggled to operate and achieve its objectives With our 5th Anniversary milestone also comes the end of the 5 year agreement that was made with the Founder and original Patron Organisations We are in the process of seeking their renewed support and I am pleased to advise that the vast majority have advised us that they will continue to support the MIoD This shows their commitment to the promotion of effective corporate governance and global business standards in Mauritius We gratefully acknowledge the significant contribution of all our Founders and Patrons
AppreciationThe MIoDrsquos achievements would not be possible without the dedication and commitment of my fellow directors who serve on a voluntary pro-bono basis and I thank them all for their support during the last 12 months Under the able leadership of the CEO the MIoD team has grown to 6 this year with the appointment of an Executive Secretary and a Membership and Marketing Officer I thank them all for their valuable contributions and hard work in ensuring that the MIoD meets its objectives It has been my pleasure to work with them all this year
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport14 15
DESCRIPTION
Total number of members
Membership retention - of
members who have left total
Increase Associate members
No Company Directors
Customer-driven service excellence
and responsiveness
Developing and delivering a
range of benefits and services for
members
Total no public training workshops
Total no participants
Total no members attending
Develop team of trainers
Surpluses as per budget
Customer satisfaction rate
No membership events
Attendance
Conference
Newsletter
Initiate research and publications
on issues of major interest to
directors
Build a voice that is influential and
respected
Build our brand recognition and
increase MIoD visibility with regular
PR and media coverage
Develop key strategic partnerships
links and networks with local
regional and international
organisations
TARGET
200 new members
Retention 95
5 of membership
75 of company directors total
95 members satisfaction rate
-Benchmark survey members and
review benefits
-Membership Card updated
30
Average 25 participants per
workshop
50 Members participants
Fully utilise current team of 6
Rs 1343000
95 workshop participants satisfied
or very satisfied
5
Min 70
Dates partners programme venue
and sponsors agreed for 2013
4 pa
2 papers published
-Develop the Directors Forum
-Monthly meetings
-Min 75 active participation
-12 press releases pa
-Retainer spend media coverage 15
-Advertising Value Equivalency 115
-5th Anniversary Event
-min 2 new reciprocal links with
international organisations
-work to develop African Network
-work to develop French speaking
Network
RESULTS
194
91
3
63
97
-Survey conducted- 66 responses
(8)
-Membership Card updated
43
29
57
11 accredited trainers and facilitators
Rs 1572022
95
4
Average 100
Conference planned 17 -18 October
2013
4
1 published and 1 in editing stage
Monthly Forum Meeting
Active attendance 74
15
16
126
Held on 17 May 2013
-New links with IODs in Brazil and
Zimbabwe
-ACGN Network to be launched 16
October 2013
-No progress on French speaking
network
KEY STRATEGIC OBJECTIVE
Membership Growth
Training amp Education
Events
Communications
Publications
Advocacy
Visibility and Brand
Development
Links and Networks
DIRECTORSrsquo REPORT
1 Our StrategyIn the light of the strategic planning sessions held by the Board in November 2012 the vision and mission of the MIoD were reviewed in line with our values and updated to take into account feedback from the stakeholders of the MIoD
New Vision and MissionOur Vision is to be the preferred professional organisation for directors and aspiring directors as well as business leaders and Our Mission is to champion best business practices and effective corporate governance supporting Mauritius as a regional leader and to be the voice of Directors through training and certification programmes workshops and networking events advocacy research and thought leadership reaching out to both private and public sector enterprises
The strategic objectives of the MIoD as developed in its new three year (2013-2016) strategic plan address the key challenges and critical issues which were identified asbull assuring the long term sustainability of the Institutebull establishing the legitimacy of the MIoDbull attracting non-Directors Associates and members from the Public Sector as well as seasoned Directors andbull maintaining existing Founders and Patrons and attracting new Patrons
2 Risk ManagementThe MIoD Risk Register is regularly updated and includes this year an ethics risk assessment completed in August 2012 a review of our members Code of Conduct and the introduction of a Whistleblowing Policy A Business Continuity Plan was also approved and now needs to be fully tested
Our current reliance on funding by Founders and Patrons was reviewed and a sector analysis undertaken to ensure we are not vulnerable to financial downturn in any one sector while continuing to seek new Patrons and assurances from current Founders and Patrons as to their continued support
Debtor management has been improved with the implementation last year of Pastel and by improved procedures this year
IT security is ensured by daily back up of accounts and key data and a full back up every 15 days is held off site
3 Integrated ReportThe Integrated Report produced for the first time this year is part of our objective to be a role model of good Corporate Governance and best practice The MIoD recognizes that it operates within a social and economic environment and that its long term interest is to conduct itself as a ldquoresponsible corporate citizenrdquo For its ecological footprint the MIoD has worked with ELIA - Ecological Living in Action the successful tenderer The approach used has been one of learning-by-doing to build the internal capacity of MIoD to develop its Integrated Report on an annual basis and to use it as a strategic tool for fostering leadership in corporate governance The Footprint Report for 20123 is available on our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage The MIoD is now working towards Level C GRI certification and will continue to improve its Integrated Reporting based on the feedback obtained from stakeholders and in line with best practice
4 Key Performance Indicators The strategic objectives are translated into Key Performance Indicators (KPIs) which are regularly monitored by the Board to ensure that the objectives of the MIoD are met The KPIs for 2012-3 were
bull Engagement(withallstakeholders)bull Professionalism(qualityandhighstandards)bull Accessibility(cost)bull Responsiveness(serviceandreactivity)bull Openness(transparency)bull Model(leadershipandintegrity)bull Learningandsharing(knowledgeandinformation)bull Innovativeandcreative(dynamic)
Our Value Drivers
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport16 17
DESCRIPTION
-Ensure the resources and
systems are in place to achieve
the KPIs
-Team MIoD motivated to deliver
service standards and achieve
KPIs
Continued funding of 15
Founders and 23 Patrons
Surplus as per budget
Risk Register
Debtors
Risk Exposure
TARGET
-Recruit 1 additional admin team
member
-Explore recruitment of Executive
SecretaryCompany Secretary
-Training and Development plan
in action
-New website
Rs 5300000
Rs 69363
-Register mitigation in action and
updated quarterly
-Max 15 cumulative debtors as
of total revenues
-Max Rs 50000 bad debts
-Total revenues
-Funding 55
-Membership 25
-Training 15
-Other revenues 5
RESULTS
-Membership and Marketing
Officer and Executive Secretary
appointed
-Training and Development plan
in place
-New website under construction
Rs 5358333
Rs 353508
-Risk Register up to date
-Bad debts = 005 of total
debtors
-Max Rs 50000
- Funding 35
-Membership 15
-Training amp others 46
-Interest Income 4
KEY STRATEGIC OBJECTIVE
People Processes Technology
Funding
Finances
Risks
5 Founders and Patrons
The generous contributions and support of our Founders and Patrons were publicly acknowledged by the MIoD during the 5th anniversary celebrations where commemorative certificates were presented to them
With that milestone came also the end of the 5 year agreement that was made with the original Founders and Patrons They have all been approached to seek their continuing support for the MIoDrsquos work and we are pleased to report that 90 have so far agreed to renew their support for another period of five years
The trust placed in the MIoD by our Founders and Patrons helps us to continue in our mission to champion best business practices and effective corporate governance supporting Mauritius as a regional leader and to be the voice of Directors through training and certification programmes workshops and networking events advocacy research and thought leadership reaching out to both private and public sector enterprises
Founders and patrons contributed 35 of our revenue
6 Membership
Membership has increased by 27 and is in line with our target We are forecasting continued growth with 200 new members per annum for the next 3 years We have not been as successful in attracting Associates compared to other categories of members and we are in the process of reviewing the benefits package for Associates as well as our communications strategy for this market segment
63 of our members are directors but we continue to focus on the recruitment and nurturing of aspiring directors and young professionals who will be the directors of tomorrow
Membership retention is 91 over the 5 year life of the MIoD 40 of the loss of membership is due to members moving overseas ill health or no longer being professionally active and 30 for non-payment of membership fees
New partners are added from time to time so please consult our website wwwmiodmu for updatesMembership fees and affinity revenues currently account for 15 of the total MIoD revenue
7 Directorsrsquo Register
The Directorsrsquo Register (the Register) was set up in 2011 to enable companies to find suitable independent directors for their boards It is made up of Members and Fellows of the MIoD who are senior executives or directors from cross sections of industries and professions This is a free service for members and allows them to promote themselves as a potential independent director to sit on the boards of other organisations There is a small fee for companies who wish to undertake a search but a free search is offered to our Founders or Patrons and to registered NGOs as part of our Corporate Social Responsibility
We currently have 136 members on the Register and are happy to report that the 21 director search requests were received during 2012-3 Since January 2013 the demand has increased substantially and we believe there will be a higher number of search requests in the future as boards diversify and continue to implement good governance best practices
As from 1 September 2013 all new Members and Fellows of the MIoD will automatically be added to the Register upon receiving their membership confirmation
8 Training and Education
Our recent membersrsquo survey shows that membersrsquo satisfaction is overall very high at 97 In our aim to be customer driven and responsive membersrsquo feedback is greatly valued and very useful for reviewing the services we offer
Our members have received a new Membership Card this year entitling them to discounts on products and services with a growing number of affinity partners which include
Number of new Patrons
5Founders and existing
Patrons who have renewed their support
90
Customer driven service excellence
and responsiveness
97
Customer satisfaction rating
95
Total number of members
850
Total number of workshops
43
Number of directors searches carried out
21
Membership retention (200813)
91
Total number of members attending
workshops
57
Number of members on the Directorsrsquo
Register
136Percentage of
members who are directors
63
Total number of in-house workshops
12
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport18 19
Training and education continues to be one of the key activities of the MIoD Our partnership with high profile international trainers coupled with local trainers and local experts has enabled us to deliver high quality training workshops with a very high satisfaction rate The MIoD has been approved as a Training Institute by the Mauritius Qualifications Authority All the MIoD workshops are MQA approved and qualify for HRDC refunds as well as Continuing Professional Development (CPD) units
We continue to work closely with the IFC Global Corporate Governance Forum (GCGF) and the Ethics Institute of South Africa whose materials we mainly use for all our workshops
During last year we have invited several high profile overseas guest speakers and facilitators including Prof Mervyn King Dr Teodorina Lessidrenska Linda de Beer Chris Pierce Phil Armstrong Mike Saunders Bert van Walbeek Maggie Gorse Guillermo Miranda Prof Deon Rossouw Alison Dillon Kibirige and Dr Graeme Codrington
We ran a 5 day Ethics Officer Certification Programme in collaboration with the Ethics Institute of South Africa for the 3rd consecutive year and have now trained over 30 Ethics Officers in Mauritius
Also this year in collaboration with the GCGF we ran a Training of Trainers workshop facilitated by Chris Pierce thus increasing our trainers and facilitators pool to 11
The MIoD also relies heavily on local expertise in all its workshops and again thanks are due to all those local presenters who have provided their collaboration the past year especially the members of the National Committee on Corporate Governance
9 Corporate Services
We have continued to diversify our activities and the MIoD is increasingly being asked to help with Board and Board Committee Appraisals Corporate Governance Reporting Corporate Governance Assessments Ethics Risk Assessments Code of Conduct Development and Ethics Management Consulting Our Information and Guidance services are also regularly consulted
The revenue derived from these activities has been incuded this year under training and education but will be accounted separately next year
10 Events
The MIoD held 4 members events in the last year including a networking event held at the Blue Penny Museum in Port Louis and another at the Maritim Hotel Balaclava
The Annual Membersrsquo Meeting was held on 26 September 2012 with Philip Armstrong Head of the IFC Global Corporate Governance Forum as guest speaker talking on the topic ldquoSelecting a Board ndash An Art or a Sciencerdquo
The MIoD also celebrated its 5th anniversary this year at Angsana Balaclava Mauritius The guest of honour for the event was the President of the Republic of Mauritius His Excellency Mr Rajkeswur Purryag GCSK GOSK The event was attended by over 125 members and guests
Our thanks go to Phoenix Beverages for their sponsorship of all these membersrsquo events
11 Communications Visibility and Brand Development
The MIoD continues to build our brand recognition and increase our visibility with regular PR and media coverage We have received extended coverage throughout the year of our workshops our overseas and local facilitators who have been
interviewed in the press as well as interviews with the Chairman and the CEO Retainer spend media coverage was above target at 16 as was Advertising Value Equivalency at 125
Our members have received regular communications from us on our workshops and events as well as our quarterly on line newsletters and our membersrsquo survey
During this year the MIoD has also increased its visibility and communications on social media especially LinkedIN Facebook and Twitter
12 Advocacy and Publications
The MIoD is more and more being recognised as a key stakeholder in the corporate governance arena both locally and regionally
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network and is working with 12 Directors Organisations from various African countries (Kenya Malawi Morocco Mozambique Nigeria Senegal Tanzania Uganda Zambia Zimbabwe as well as Mauritius and South Africa) towards the official launch of the African Corporate Governance Network in Mauritius on 16 October 2013 2 meetings of the ACGN have been held so far the first in Johannesburg sponsored by Standard Bank and the second in Harare sponsored by ACCA and attended by the World Bank the IFC NEPAD Business Foundation and Ernst amp Young
Locally the Directors Forum launched in January 2012 acts as an Advisory Council and a Technical Committee to the MIoD and has issued its first publication entitled lsquoBest Practice Guidelines for Appointment of Directorsrsquo A copy of the guideline and the resource pack can be obtained from the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage The Directors Forum sponsored by Phoenix Beverages and PwC is now working on its second publication ldquoAn Ethics Guide for Boardsrdquo
The Members of the Directors Forum are
Kim Andersen
Deva Armoogum
Patricia Day-Hookoomsing
Anwar Kaidoo
Danielle Lagesse
Ambrish Maharahaje
Benoit Maingard
Gerard Manuel
Jane Valls
Franccediloise White
Bruneau Woomed
James Benoit
Hanlie Blaise
Heba Capdevila-Jangerkhan
Virginie Corneillet
Robert Coutet
Sanju Deenapanray
Pierre Dinan
George Dumbell
Bryan Gujjalu
Michael Ho Wan Kau
David Hotte
Thierry Leung
Sham Mathura
Kiran Meetarbhan
Tim Taylor
Aisha Timol
Sheila Ujoodha
MIoD Trainers
Local Presenters
Our training calendar continues to offer a variety of workshops and topics and demand for public and in-house workshops has increased this year
Our library has grown and is being increasingly used by members as is our book ordering service
Training contributes 46 of the total MIoD revenue
Pierre Dinan ndash Chairman
Clairette Ah Hen
Deva Armoogum
Sunil Benimadhu
Prabha Chinien
Aruna Collendavalloo
Jean Paul de Chazal
Girish Dabeesing
Michael Ho Wan Kau
Gerard Garrioch
Dr Raj Jugurnath
Georges Leung Shing
Cyril Mayer
Giandev Moteea
Megh Pillay
Krish Ponnusamy
Anita Ramgutty-Wong
Aisha Timol
Jane Valls
Richard Wooding
Number of completed projects
5Number of
on going projects
4
Number of events held
4
Retainer Spend Media coverage
16
Building a voice that is influential and
respected
1 new forum
Average attendance per event
100
Retainer Spend Advertising value
Equivalency
125
Number of publications issued
1
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport20 21
The recommendations of the Directors Forum to the MIoD which were sent to the Minister of Finance for the 2012 Budget were on the followingbull urgencytorevisetheNationalCodeofCorporate Governancebull PublicSectorGovernancetoincludeDirectorsrsquoTrainingand Induction programmes and the Continuing Professional Development (CPD) of Directors and Senior Executivesbull sustainabilityndashrecommendationsforEbeneCybercitythe Environment and CSRbull annualreportstoenablesoftcopiesratherthanhard copies to be sent to shareholders andbull ITndashdecreaseininternetcostsandincreasein e-government
The MIoD collaborated again with PwC by sponsoring the Award for Risk Management Reporting as part of the PwC Corporate Reporting Awards The Award for 2012 was won by the Mauritius Commercial Bank Ltd
We have also in partnership with KMPG set up an Audit Committee Forum This Forum will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help Audit Committee members and their Boards enhance the effectiveness and integrity of the financial reporting process
The Forum will act as a technical resource or sounding board for current issues relevant to audit committees Information relating to governance risk management auditing accounting and financial reporting future changes and international developments will be researched discussed and debated by the Forum to prepare formal topical position papers and alerts
The first meeting took place on 23 July 2013 The members of the Forum are
For more information on the Forum please refer to our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD is working closely with the Ethics Institute of South Africa to conduct a baseline survey on the state of ethics in companies in Mauritius
Finally the MIoD is also collaborating with the ICAC and the JEC on a private sector anti-corruption initiative in Mauritius
13 Links and Networks
We have continued to work hard this year developing key strategic partnerships links and networks with local regional and international organisations
We have expanded our international network to include Brazil and Zimbabwe and have now established links with 7 Institutes of Directors around the world Our members can network and attend events held by these institutes at local membersrsquo rates The network will increase with the launch of the African Corporate Governance Network (ACGN) during our International Conference being organised in collaboration with the IoDSA in October 2013
During this year we have collaborated with organisations such as ACCA Bank of Mauritius the Competition Commission Ernst amp Young ESSEC the Financial Reporting Council IoDSA the Mauritius Bankers Association the National Committee on Corporate Governance the Office of Public Sector Governance and PwC and take this opportunity to thank them all for their valued support
We continue to work closely with the IFC Global Corporate Governance Forum and the Ethics Institute of South Africa our key training partners
To facilitate the sharing of information with key regulatory bodies we are presently in discussions with them to enter into Memorandum of Understandings
Georges Leung Shing (Chairman)
Alastair Bryce
John Chung
Jerome de Chasteauneuf
Jean Paul de Chazal
Pierre Dinan
Catherine Dvorak
Maurice Enouf
Jean-Michel Felix
Anil Gujadhur
Paul Halpin
Fabrice Koenig
Reneacute Lecleacutezio
Ali Mansoor
Sanjay Molaye
Madhvi Ramdin
Sheila Ujoodha
Jane Valls
14 People Processes Technology
We have this year taken on two new team members bringing the team to 6 including the CEO Rizwana Eathally joined us as Membership amp Marketing Officer in October 2012 and Tioumitra (Ambrish) Maharahaje joined us as Executive Secretary in March 2013 taking over as the MIoD Company Secretary as well as Executive Secretary of the Directors Forum and the Audit Committee Forum managing the Directorsrsquo Register and leading future research projects
Last year we upgraded our accounts system with Pastel and this has proved an invaluable investment This year we have undertaken to build a new interactive website and integrated CRM Both are nearly finalised and should be fully operational in September 2013
All our processes at the MIoD are continually evolving and being reviewed as we grow We have reviewed this year our Accounting Membership and Training Procedures as well as the management of our Members and Directorsrsquo Registers
15 Finances
Although our membership has increased substantially and continues to grow and our training programme and corporate services have expanded the MIOD continues to rely on the contributions of its Founders and Patrons These contributions enable membership of the MIoD attendance at its events and use of its services to be accessible to the maximum number of people by keeping our fees at an affordable level
Accumulated funds have been placed on fixed deposits with the Mauritius Post and Cooperative Bank this being renegotiated at regular intervals
The MIoD has again this year made a small surplus of Rs 353508 for the year which is above targeted results
16 The Coming YearThe MIoD has a new three year business plan and will continue to focus on membership growth particularly for Associate members but also membership from the public sector and from more seasoned directors During the coming year we will
be undertaking a branding exercise to evaluate our image and encouraging greater stakeholder engagement to ensure excellent customer service and responsiveness through an Annual Members Forum and Survey and by establishing MOUs with key regulators
Ensuring high quality training and education remains a key objective by continuing to provide an innovative and interesting training programme with our team of 11 local trainers and consultants as well as high level overseas facilitators In 20134 this will include a Thought Leadership Programme and we hope to work more closely with the public sector We will also introduce information and consulting services and set up a Research unit to undertake research into directorsrsquo remuneration business ethics and board practices in Mauritius
The Audit Committee Forum will also start to operate and build capacity and the Directors Forum will continue to establish itself as the voice of Directors
As part of our Corporate Social Responsibility we will continue to offer pro-bono Directors Searches and Corporate Governance and Skills training for registered NGOs
We will follow up on the improvement of our Ecological Footprint by focusing on the reduction of our use of paper plastic and improving the quality of the food served at our workshops
Our new website will be launched shortly along with our new Customer Relationship Management system and our presence on LinkedIn Twitter and Facebook will be reinforced
The highlight of the coming year will undoubtedly be the launch of the African Corporate Governance Network on 16 October and our International Conference being organised in collaboration with the IoDSA on 17 and 18 October on the theme ldquoAfrica Rising Governance for Sustainability the Road Map for Value Creationrdquo with a big line up of distinguished speakers led by Baroness Lynda Chalker
Signed on behalf of the Board
Links with other IoDs
7Member
organisations in the ACGN
12
Total number of employees
6
Surplus 2012-3
Rs 352508
Accumulated Fund
Rs 4775300
New website and CRM system to be
launched
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
Date 21 August 2013
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
2nd Meeting of the ACGN Harare June 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport22 23
CORPORATE GOVERNANCE REPORT
1Compliance StatementIn accordance with its mission statement the Mauritius Institute of Directors (lsquoMIoDrsquo or the lsquoCompanyrsquo) is committed to applying the principles of good corporate governance in its operations Rather than adopting a lsquotick the boxrsquo approach to complying with the Code the MIoD has embedded the principles of the Code in its day to day operations
During the year the MIoD has complied with all material aspects of the principles of the Code Given that it has only six employees the Board considers that it functions effectively with only one Executive Director namely the CEO
2Corporate Details and Holding StructureIncorporated in Mauritius as a public company limited by guarantee on 11 February 2008 the MIoD is a non-profit organization engaged in the promotion of good corporate governance in Mauritius and training and development
The rights powers duties and obligations of the Company the Board each director and the members of the Company are governed by the Constitution of the Company and the Companies Act 2001
The constitution of the MIoD provides that inter alia21 every member irrespective of his class of membership including a person who has been a member at any time within 12 months from the effective date of the winding up of the Institute shall in the event of the Company having a deficit in disposable assets over its liabilities contribute a maximum of one hundred (100) Mauritian Rupees to the assets of the Company in the event of it being wound up22 the monies collected shall be applied for the payment of the debts and liabilities of the Company and the payment of the costs charges and expenses associated with the winding up the Company and23 the Directors are prohibited from making any form of distribution including distributing dividends returns of capital income or profits of the Company to the Members However the Company shall use any surplus funds in any year to pursue the goals set out in Article 5 of this Constitution
The full version of the constitution is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
3 The BoardFrom 1 June 2012 to 7 February 2013 the Board of the MIoD was comprised of 12 directors (6 male and 6 female) of whom 11 were independent directors and one was classified as an Executive Director namely the Chief Executive Officer (CEO)
A vacancy arose on the Board on 7 February 2013 when Mrs Aruna Collendavelloo stepped down as director of the Company As there was no urgent need to appoint a replacement and on the recommendation of the Nominations and Membership Committee it was resolved that such vacancy would be filled at the Annual Meeting of Members (AMM) scheduled on 25 September 2013
The profiles of the directors are set out on pages 7 to 9 of the report
Mr Deva Armoogum was appointed as Chairman of the Board by his fellow directors following the AMM held on 26 September 2012
For the year under review the Board considered its composition as adequately balanced and that the directors had the appropriate range of skills expertise and experience required to carry out their duties properly in order to serve the interests of all the stakeholders and provide effective corporate governance
The Constitution of the Company provides that with the exception of the Chief Executive Officer every other director shall be eligible for reappointment for a maximum of five consecutive years
In line with the Code all directors who meet the eligibility criteria stand for re-election at the AMM on the recommendation of the Nominations and Membership Committee
Messrs Deva Armoogum Georges Leung Shing and Mrs Danielle Lagesse having reached their term of office will not stand for re-election at the next AMM Mr Vaughan Heberden has also indicated that he will be stepping down at the next AMM The Nominations and Membership Committee has thus reviewed the skills competencies and experience required to enable the Board to function efficiently as well as the profile of the directors eligible for re-election Their contribution to board and committee meetings were also considered
Pursuant to such review the Nominations and Membership Committee has recommended that the following directors be considered for re-election at the Annual Meeting
1 James Benoit2 Ravin Lama3 Heba Jangeerkhan4 Patricia Day-Hookoomsing5 Catherine Dvorak6 Richard Wooding
As regards the five remaining vacancies on the Board the Committee has recommended that candidates with a background in the legal and accounting fields as well as in corporate governance matters be considered for election as director of the Company
A notice inviting members to apply for consideration as director of the Company was issued on 21 May 2013
On appointment to the Board new directors receive a comprehensive induction pack from the Company Secretary and the CEO and have informal meetings with the Chairman fellow Board members Nominations and Membership Committee the CEO and the employees of the MIoD The functions and responsibilities of the Chairman and CEO are separate
The Chairman and the CEO in collaboration with the Company Secretary agreed on the Board meeting calendar for the year and the Board meeting agendas in advance to ensure adequate coverage of key issues throughout the year Board packs are usually sent to the directors five days in advance
All directors have access to the Company Secretary and CEO to discuss issues or to obtain information on specific areas or items to be considered at Board meetings or any other area they consider appropriate Directors attend Board meetings unless exceptional circumstances prevent them from so doing
Furthermore the directors have the right to request independent professional advice at the expense of the Company The Board also invites third parties with relevant experience and expertise to attend board meetings as and when required
Besides Board meetings decisions are also taken through written Board resolutions as and when required
The attendance of directors at board and committee meetings is set out in the table on page 26
The profiles of the senior management team are set out at page 9 of the report
4 Board CommitteesThe Board of the MIoD has set up the following committees to assist in the execution of its responsibilitiesbull AuditandRiskCommitteebull CorporateGovernanceCommitteebull EducationCommitteebull NominationsandMembershipCommitteeThe chartersterms of reference of the committees are available for consultation on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
ldquoYour directors met seven times during
the year under review In addition two
offsite meetings were held to discuss the
strategic plan of the MIoD The Board also
received regular reports from the CEO
on the activities of the Company Board
deliberations were characterised by open
and frank discussions and provided a
forum for challenging and constructive
debates The Board also received reports
from the chairmen of the various
subcommitteesrdquo ndash Deva Armoogum
(Chairman - Board)
41 Audit and Risk Committee (ARC)The ARC is composed of three directors namely Georges Leung Shing (Chairman) Catherine Dvorak and Richard Wooding The Company Secretary acts as secretary of the committee The CEO is also in attendance at the meetings of the ARC as well as the Accountant and the External Auditor when required
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport24 25
ldquoThe Committee met three times during
the financial year 2012-3 Besides
reviewing the companyrsquos accounting
policy and procedures management
accounts the financial statements and
the Annual Report 2012 the Committee
reviewed its own terms of reference The
MIoD thus now requires its lead audit
partner to be rotated every five years
The risk register of the MIoD was also
updated and two new risks ndash debtorsrsquo
collection and credit risks- were added
to the register To give assurance to the
Board and the members that the internal
controls systems of the Company are well
maintained and as best practice we have
decided to commission an audit of the
accounting policies and procedures This
exercise will be conducted in the financial
year 2013-4rdquo Georges Leung Shing ndash
Chairman ARC
ldquoThe Corporate Governance Committee
was active during the last financial year
in its mission to improve the governance
of the MIoD We met thrice during the
year and considered several policies
regarding matters such as human
resources business continuity planning
whistleblowing media interaction
as well as data protection During
the year Ecological Living in Action
was commissioned to undertake the
evaluation of the Institutersquos Ecological
Footprint and the Committee approved
the final report and recommendations
Besides reviewing the non-financial
part of the Annual Report we also
worked on the framework for the first
integrated report issued this year The
Committee also recommended as part
of its corporate social responsibility
programme that the MIoD shall offer pro-
bono training on corporate governance
to registered non-governmental
organisations as well as using its Directors
Register to conduct pro bono searches for
such organisationsrdquo Vaughan Heberden ndash
Chairman GGC
The ARCrsquos main responsibilities are to assist the Board of directors in fulfilling its oversight responsibilities forbull theintegrityoftheCompanyrsquosfinancialstatementsbull theCompanyrsquoscompliancewithlegalandregulatory requirementsbull theindependentauditorrsquosqualificationsindependence and performance bull theeffectivenessoftheCompanyrsquosinternalcontrolsbull thereviewofanyaccountingorauditingconcerns identifiedbull monitoringofdebtorsandbull thereviewoftheriskphilosophystrategyandpolicyand assessment of the quality of the risk management process
53 Education Committee (EC)The EC is composed of six directors namely James Benoit (Chairman) Ravin Lama Danielle Lagesse Patricia Day-Hookoomsing Richard Wooding and Jane Valls The Company Secretary acts as secretary of the committee
The Committee is responsible for all matters regarding training and education activities of the MIoD aimed at the promotion and achievement of its objectives
54 Nominations and Membership Committee (NMC)The NMC is composed of four directors namely Deva Armoogum (Chairman) Georges Leung Shing Heba Capdevila-Jangeerkhan Aruna Collendavelloo (up to 7 February 2013) and James Benoit (as from 10 April 2013) The CEO is in attendance at the meetings and the Company Secretary acts as secretary of the committeeThe Committee is responsible for all matters concerning membership of the MIoD as outlined in its Constitution and for recommending to the Board candidates to be appointed as directors to the Board as well as all employeesrsquo remuneration
The Committee has a separate set of clear and transparent published procedures and distinct terms of reference for the nomination of directors and for the admission of new members
ldquo2012-3 was an eventful year for the EC
Four meetings were held during the year
Besides the 12 training courses of the
Director Development Programme which
are proposed annually some 24 training
workshops were planned by the MIoD on
several new topics such as Social Media
Skills Running an AGM Marketing for
the Asian Market Marketing Strategy
Effective Company Secretaries Duties
and Rights of Minority Shareholders and
Unfair Competition and Anti-Competitive
Behaviours We helped to build capacity
in the corporate governance field by
sponsoring a lsquotrain the trainersrsquo session
on corporate governance bringing
the number of IFC certified trainers in
corporate governance to 11
Our courses continue to be well attended
with an average of 29 participants per
workshop and we are pleased to report
that the satisfaction rating has remained
above average at 95 The Committee has
worked on the development of a lsquoThought
Leadership Programmersquo in collaboration
with TommorrowToday which will be
launched shortly The Committee has also
contributed to the planning of the second
international conference entitled lsquoAfrica
Rising Governance for Sustainability
The Road Map for Value Creationrsquo which
will take place in Mauritius on the 17-18
October 2013 and has received regular
progress reports from the CEOrdquo James
Benoit ndash Chairman EC
42 Corporate Governance Committee (CGC)The CGC is composed of four directors namely Vaughan Heberden (Chairman) Danielle Lagesse Aurna Collendavelloo (up to 7 February 2013) Catherine Dvorak (as from 10 April 2013) and Jane Valls The Company Secretary acts as secretary of the committeeThe CGC makes recommendations to the Board on all Corporate Governance provisions to be adopted to enhance compliance with prevailing governance principles and practices
5th Anniversary members networking evening
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport26 27
ldquoDuring the year the Nominations and Membership Committee met twice and approved
194 new members Building on the qualitative research conducted by TNS Analysis on
the Associate memberrsquos category we identified new strategies to attract more associate
members which will be implemented in 2013 With regards to nominations as three
directorswillreachtheirtermofofficeatthe2013AnnualMeetingofMembers(AMM)and
following a vacancy which arose on the board during the course of the year as well as one
director who will be stepping down at the AMM the Committee reviewed the composition
of the Board to identify the profiles of prospective directors The nomination notice was
issued on 21 May 2013 to invite members to send their candidature for election at the AMM
scheduled on 25 September 2013rdquo Deva Armoogum ndash Chairman NMC
Attendance at meetings
ARMOOGUM Devapragassen
BENOIT James
CAPDEVILA-JANGEERKHAN Heba1
COLLENDAVELLOO Aruna2
DAY-HOOKOOMSING Patricia1
DINAN Pierre3
DVORAK Catherine
HEBERDEN Vaughan
LAGESSE Danielle
LAMA Ravin
LEUNG SHING Georges
SUDHOO Arjoon3
THOMAS Appalsamy3
VALLS Jane Elizabeth Orde
WOODING Richard
Board
77
57
55
33
45
12
57
57
67
47
77
02
22
77
47
ARC
na
11
na
na
na
na
33
na
na
na
23
11
na
33
02
EC
11
13
na
na
23
na
na
01
44
34
na
na
na
44
14
NMC
22
11
11
na
na
na
na
na
na
na
22
na
11
22
na
CGC
na
na
na
11
na
na
na
22
33
na
na
01
na
33
11
in attendance1 Appointed at AMM held on 26 September 20122 Appointed at AMM held on 26 September 2012 and resigned on 7 February 20133 Resigned at AMM held on 26 September 2012
5Board Performance and Evaluation An evaluation of the Boardrsquos performance is undertaken every year and reviewed with the objective of improving its performance procedures practices and administration and those of its Committees as well as the overall achievement of the Companyrsquos Vision Mission Values and Objectives The last Board Evaluation Report in August 2012 identified the following key area for improvement the need for the Board to become more strategic and less operational As a result 2 half day Board strategy off-sites were held in November 2012 and the Board agenda now focuses on key strategic and important issues first
6 Conflicts of InterestThe Boardrsquos policy on conflicts of interest with which all employees and directors are expected to comply is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
7 Statement of Remuneration PhilosophyThe NMC is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position and at levels which take into account industry and market benchmarks
The Non-Executive Directors are not remunerated for serving on the Board
The total remuneration of the CEO for the year was
Name Remuneration VALLS Jane Elizabeth Orde Rs 3629715
8 Annual Meeting of MembersAs at 30 June 2013 the MIoD had 850 membersThe MIoD communicates to its members through its Annual Report publications newsletters website emails and Annual Members Meeting The key members events held during the year were
10 Internal Control and Risk Management(a) Risk ManagementThe Board is responsible for the process of risk management which incorporates internal control and audit and has delegated its overall responsibility to the ARC The ARC assists the Board in fulfilling its responsibilities by monitoring decisions and processes designed to ensure the integrity of financial reporting and sound systems of internal control and risk management Management is accountable to the Board to establish processes and procedures for identifying evaluating and managing any significant risks faced by the Company
A full risk analysis has been undertaken and a register of key risks has been established and presented to the ARC for the appropriate mitigation actions and decisions to be taken
The key risks identified and which require monitoring are as followsbull reputationbull lossofFoundersandPatronsfundingespeciallyafterthe initial 5 year periodbull technologyfailureanddatalossbull naturaldisastersandbull creditriskattributabletotradereceivables
These risks are being addressed in the following waysbull anethicsriskassessmentwascompletedinAugust2012bull theMIoDCodeofConducthasbeenreviewedbull aWhistleblowingPolicyhasbeenimplementedbull theMIoDhasputinplaceanew3yearbusinessplanto ensure its sustainabilitybull aDisasterRecoveryandBusinessContinuityPlanhasbeen put in place and now needs to be testedbull improveddebtormanagementandregularfollowupbull currentrelianceonfundingbyFoundersandPatronshas been reviewed and a sector analysis undertaken to ensure limited vulnerability to a financial downturn in any one sectorbull 5newPatronshavebeensecuredbull theoriginalFoundersandPatronscontinuedsupporthas been sought and secured andbull ITsecurityhasalsobeenreviewedandimproved
(b) Internal ControlCays Associates was appointed in May 2010 to look after the MIoDrsquos accounts Segregation of duties is ensured for approval of all purchases payments of bills and signing of cheques Cash transactions are limited and receipts are immediately issued A new Pastel software accounting system has been introduced to further improve the management of accounts and debtors
(c) External AuditMoore Stephens was re-appointed as external auditor for the year 2012-3 No non-audit services were rendered by the external auditor
1 Members Networking Evening at the Blue Penny Museum2 Annual Meeting of Members at La Grande Cannelle Domaine les Pailles3 Members Networking Evening at the Maritim Hotel Balaclava4 5th Anniversary event at Angsana Balaclava
31 August 2012
26 September 2012
30 November 2012
17 May 2013
9 Share PriceThe Company is not listed on any stock exchange and share price information is therefore not applicable
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport28 29
11 Corporate Social Responsibility (CSR)The Company is a non-profit organization and is therefore not accountable for CSR contributions The MIoD has however decided this year to implement a corporate social responsibility programme which consists of the offer of pro-bono training on corporate governance to registered non-governmental organisations as well as using its Directorsrsquo Register to conduct pro-bono searches for such organisations
12 EthicsThe Companyrsquos Code of Conduct was reviewed and updated on 15 July 2012 The members of the Company are expected at all times to act in such a way as not to bring themselves or the MIoD into disrepute They are also expected to comply with the Code of Conduct of the MIoD which provides guidance on behaviour to be adopted by the members
The MIoD has this year implemented a Whistleblowing Policy
The Code of Conduct and the Whistleblowing Policy are available on the website of the MIoD
Two of the MIoD team have undertaken Ethics Officer training this year bringing the total number who have undergone this training to three
13 EnvironmentTo support the MIoD in its endeavour to promote corporate sustainability in Mauritius an exercise was undertaken to calculate the MIoDrsquos Ecological Footprint (EF)
Please refer to the sustainability report on pages 29 to 36 for more information on this matter
14 Health and SafetyThe Company complies with health and safety legislations No incidents have been reported during the year
15 Social IssuesThe Company is an equal opportunities employer and considers the welfare and development of its employees to be very important
Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD workshops and events as well as external training for their professional development Team building exercises are held regularly to reinforce team values and teamwork
Please consult our website to know more about our HR policies and practices wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
16 Related Party TransactionsThe MIoD has procured training services from Consultancy Company Limited amongst other service providers since 2011 With the nomination of Mrs Patricia Day-Hookoomsing as a Director of the MIoD in September 2012 such services are now recorded as a related party transaction and disclosed in the Financial Statements in note 13
17 Management AgreementsNo management agreement has been entered into by the Company
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
21 August 2013
1 Report Content and Reporting ParametersThis report marks two significant milestones for the MIoD It is the MIoDrsquos first Integrated Report and it also marks the first time that the GRI framework has been adopted for sustainability reporting by the MIoD These milestones are timely and are squarely aligned with MIoDrsquos position in the market to promote corporate sustainability and to lead by exampleThe integrated report has adopted the G31 guidelines of the Global Reporting Initiative and it reflects MIoDrsquos commitment to provide a transparent and fair review of its strategy performance and activities in 2012-3 to its stakeholders The triple bottom line reporting has endeavoured to provide an open and honest summary of the social economic and environmental impacts stemming from our activities and commitments practices objectives and performance results regarding the management of our impacts The report contains a combination of quantitative and qualitative impactsMIoD has also adopted a learning-by-doing approach to internalise integrated sustainability reporting as a strategic management tool To reflect this approach we have realised this report in the GRI Level C application with the view that MIoD will graduate progressively to higher level reporting over time It is understood that the learning-by-doing approach implies that the processes tools and methodologies applied to identify prioritise and validate report content and reporting parameters will evolve over time Nevertheless the processes tools and methodologies are systemic and have been applied systematically to allow year-on-year comparisons of MIoDrsquos performance This is even more so because MIoD is a relatively young organisation that holds a unique position vis-agrave-vis its stakeholdersWe have used GRI Reporting Standard principles in determining the scope of the report content structure and quality and data calculation and disclosure techniques The content of this report discloses MIoDrsquos performance for the period starting July 1 2012 and ending June 30 2013
2 Report Scope amp BoundaryThe activities of MIoD cover the geographical area of the Republic of Mauritius and most of these activities take place in the island of Mauritius The report boundary is therefore the activities of MIoD in Mauritius In addition to GRIrsquos Sustainability Reporting Guidelines (GRI 31) the report also follows the International Financial Reporting Standards (IFRS) for financial reporting and the Code of Corporate Governance of Mauritius 2004 Boundaries for non-financial data collection are consistent with our financial reporting thus aligning financial environmental and social reporting Since stakeholder inclusiveness is a cross-cutting issue in determining the content and scope of reporting we have attempted to take into consideration the expectations of our stakeholders as well as to quantify or qualify the impacts of our activities on their well-being including present and future considerations and to take remedial actions Our stakeholder engagement processes are discussed below
3 Determining Report ContentGuided by the G31 reporting guidelines and principles and technical protocol the following criteria have been observed in preparing this reportStakeholder inclusivenessStakeholder identification and engagement have been carried out using a combination of three methods namely (1) market knowledge by virtue of being the main organization mandated to foster the development of corporate governance at the level of Boards and upper management in Mauritius (2) value-chain analysis to establish the entire supply chain of MIoDrsquos services including the enabling environment and business providers and (3) on-going surveys with existing and potential members
The stakeholders of the MIoD are set out below
MIoD appreciates the benefits derived from stakeholder engagement and endeavours to maintain close proximity with key stakeholders We carry out membership surveys ethics risk assessments and on-going evaluations of our training programmes to identify and address issues that are relevant to our stakeholders and also to engage our stakeholders in assessing MIoDrsquos performance risks and opportunities For instance the following examples are pertinent
bull MIoDcarriedout43publictrainingworkshopsinvolving1262 participants during the reporting period and each one was accompanied by a written evaluation The response rate across all the courses was close to 90 with a 95 customer satisfaction rate Please refer to page 17 of the Report)bull InJuly2011anEthicsRiskAssessmenthasenabledkeystakeholders to share their views and to highlight the key ethics risks for the MIoD The stakeholders included members MIoD directors suppliers employees media MIoD founders and patrons and MIoD partners The assessment combined questionnaire surveys interviews and focus group discussions and covered the following areas organisational culture financial operational governance conduct and behaviour of individuals relating to or
SUSTAINABILITY REPORT
FOUNDERS AND
PATRONS
DIRECTORS
FORUM amp
AUDIT
COMMITTEE
FORUM
KINDRED
ORGANISATIONS
amp PARTNERS
MEMBERS
THE
BOARD
MANAGEMENT
amp EMPLOYEES
CORPORATE
SECTOR ndash
PRIVATE AND
PUBLIC
POLICY
MAKERS AND
REGULATORS
SUPPLIERS
THE
COMMUNITY
THE
ENVIRONMENT
THE MEDIA
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport30 31
working with MIoD (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull InJuly2012MIoDalsocarriedoutaqualitativesurveyofthemotivations and needs of its Associate Members (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull PeriodiconlineandtelephonicmembersrsquosurveysThelastsurvey was completed in June 2012 and the latest one was completed by the end of June 2013 (a copy of the questionnaire can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull TheMIoDDirectorsForumcomposedofdirectorsfromtheprivate and the public sector acts as an advisory and technical committee to the MIoD and draws on the experience and knowledge of its members to represent the collective view of directors across a broad spectrum of organisations (a list of members of the Directors Forum can be found on page 19 of the Reportbull TheviewsofFoundersandPatronsoftheMIoDwhorepresent a cross section of public and private sector companies in Mauritius are sought in annual individual meetings while regular meetings with partner and kindred organisations provide feedback from these stakeholders andbull ByincorporatingtheimpactsofsuppliersontheEcologicalFootprint of MIoD (please see more in the section on Materiality below) thereby serving as a basis for involving suppliers in the value chain to take remedial actions in partnership with MIoD
Sustainability ContextAs a leading organization promoting corporate sustainability we consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic social and environmental fronts This is important on two counts namely (1) the increasing awareness in the Mauritian public and private sector for mainstreaming the three pillars of sustainable development and (2) the recognition that corporate sustainability can be a significant comparative advantage and differentiation strategy It is worth mentioning here that MIoDrsquos Integrated Report is squarely aligned with the newly adopted Maurice Ile Durable (MID) Policy Strategy and Action Plan of Mauritius especially concerning lsquoenhancing the corporate environment social responsibility and accountabilityrsquo (wwwmidmu ndash accessed 12 July 2013) The sectorial MID Strategy for employmenteconomy specifically refers to the use of GRI as a benchmark for developing a Sustainability Index for publicly listed companies
CompletenessWe have ensured that all the material topics and indicators covered in this report reflect completely the significant economic environmental and social impacts of our activities and enable our stakeholders to assess our performance in 2012-3 effectively
BalanceWe have attempted to present an unbiased picture of our performance by avoiding selections omissions or presentation formats that are reasonably likely to unduly or inappropriately influence the readerrsquos decision or judgment The report provides both favourable and unfavourable results as well as results that can influence the decisions of stakeholders in proportion to their materiality This is a commitment to MIoDrsquos transparency
ComparabilitySince this is the first integrated sustainability report results present the baseline data and information against which comparative performance analysis will be carried out in the future
AccuracyThe different data in this report have been presented both on a qualitative and quantitative basis In any case we have ensured openness in measurements and qualitative analyses while bearing in mind that data would need to be verifiable While the non-financial components of the present report have not been subject to an independent third party audit the processes methodologies and tools for generating and analysing quantitative and qualitative data were adopted because they lend themselves to such audits Where applicable such as in the case of Ecological Footprint analysis discussed below error analysis is provided to deal with uncertainties in measurements
TimelinessThis report will be issued for the purpose of the Annual Meeting of Members on 25 September 2013 It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting This open review process forms an integral part of the learning-by-doing approach
ClarityThis report has been presented in a manner that is understandable accessible and usable by our stakeholders As far as practicable graphics and data tables have been used to present information
ReliabilityInformation and processes used in the preparation of this report have been consistently gathered recorded compiled analysed and disclosed in a way that has been subject to constant examination by a competent internal team together with the help of an external consultancy firm with experience in integrated sustainability reporting using the GRI G31 Reporting Guidelines and Principles
MaterialityAccording to the GRI G31 Guidelines materiality has to be determined by considering the economic environmental and social impacts that cross a threshold in affecting the ability to
meet the needs of the present without compromising the needs of future generations Since the identification of thresholds is not trivial especially when considering long-term impacts or impacts where root causes and their effects are delocalised geographically and across different time horizons the methodology applied by MIoD to gauge materiality is evolving as it strives to better integrate sustainability across its entire spectrum of operations and services The underlying approach is to identify and prioritise those impacts that have a propensity to create preserve or erode economic environmental and social value for itself and its stakeholders In order to be methodological and systematic a combination of approaches has been used to determine materiality and the contents of this reportbull ThelegalrequirementsoftheRepublicofMauritiusInmanyinstances the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts and these thresholds are usually identified because of their materialitybull Adoptionofathoroughriskmanagementprocessthatallowsus to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative The risk management process also makes visible opportunities to better serve our stakeholdersbull Bykeepingacloseproximitywithourstakeholdersasexplained above under lsquoStakeholder Inclusivenessrsquobull IdentificationofinternalissuesthroughmeetingswithMIoDteam members as well as subscribing to continuous learning to better adhere to our policies values strategies targets and risk management processes andbull CarryingoutanEcologicalFootprintanalysisofouroperationsthat cover the impacts of the following (1) food (mainly provided by third parties during delivery of MIoD training) (2) consumables (3) utilities buildings and transport and (4) waste The first Ecological Footprint analysis was carried out for the calendar year 2012 (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage) and its results and recommendations were approved by the MIoDrsquos Board of Directors on 5 December 2012 The time period for the Ecological Footprint analysis has been revised to match the reporting period July 2012-June 2013 and the Footprint updated The analysis has been used to quantify impacts identify impacts of most significance and provide a basis for taking remedial actions across the value chain as discussed in this report Ecological Footprint analysis has been adopted as one way to deal with the difficulties in establishing thresholds for sustainability impacts The Ecological Footprint analysis also captures the ecological impacts of services delivered (except for electricity and primary energy consumption) by third party venues during MIoD training
MIoDrsquos materiality framework is evolving We are confident that the results presented here are sufficiently robust to instil confidence in the quality of the report The integrated Sustainability Report should be read in conjunction with our online resources
Validation is currently essentially an internally orientated process with authorisation by the CEO and Executive Secretary and ultimate approval of the Integrated Report by the Board of Directors
Performance indicators have been chosen for reporting purposes based on three main factors1 Results of the Ecological Footprint Analysis2 Our ability or maturity to respond and3 The opportunity for MIoD to grow and gain advantage from the impacts
The calculation of Performance Indicators has followed the GRI Indicator Protocols GHG emissions arising from the use of electricity has been calculated from the Grid Emission Factor of Mauritius using the methodological tool 07 ndash ie ldquoTool to calculate the emission factor for an electricity system (Version 0300) - proposed by the Clean Development Mechanism for calculating the operating margin (httpcdmunfcccintmethodologiesPAmethodologiestoolsam-tool-07-v300pdf )rdquo GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator (httpwww2icaointencarbonoffsetPagesdefaultaspx)
Re-statements of information are not applicable to MIoDrsquos first Integrated Report
4 Market Position41 Range of Ratios of Standard Entry Level Wage by Gender The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees Entry salaries are based on industry and market benchmarks the entrantrsquos educational level and relevant experience The Board Nominations Committee is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position
The MIoD employs 5 staff excluding the CEO ndash 3 female and 2 male The lowest male basic salary is Rs 28618 and the lowest female basic monthly salary is Rs 14478 There is no official minimum wage in Mauritius in our sector However as per the Ministry of Labour and the National Remuneration Order for Travel Agents and Tour Operators Workers a similar service sector the minimum wages prescribed for comparable jobs are as follows
bull SeniorAccountsClerkRs10306bull AdministrativeClerkRs8717
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport32 33
Based on this methodology the ratio of entry level wage by gender compared to local minimum wage for comparable jobs is 126 for male staff and 117 for female staff The apparent difference between the two ratios does not imply gender bias at MIoD since for any specific position a male or female employee would receive the same remuneration all else being equal
The MIoD is focused on continually developing a workforce that is dedicated motivated and well trained in order to assure the Institutersquos future development and growth as well as providing long term employment for individual employees
To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions A competitive total compensation package includes an effective salary and a benefits plan which aims tobull payafairbasicsalaryforthejobbybenchmarkingagainst similar jobs and similar organisations in Mauritius and taking into consideration internal equity specific job requirements and the skills knowledge and abilities of the employeebull providebasicbenefitsandbull recogniseindividualcontributionthroughtheperformance bonus system
The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation which is normally paid in December and is calculated proportionately to the time of service during the year All employees receive a pay slip and salaries are paid on 26th of each month by standing order
42 Suppliers The MIoD has adopted a lsquoProcurement Policyrsquo to ensure that all procurement activities carried out by the MIoDbull provide best possible valuebull are conducted in a fair objective and transparent mannerbull are compliant with all relevant legislation and any other related policiesbull use best practice in the application of ethical standards andbull are consistent with the MIoDrsquos Vision Mission and Values
The choice of suppliers is influenced by the above mentioned objectives Although environmental benefits are considered as part of the procurement process with due consideration given to all relevant aspects of whole life-cycle costs of products the MIoD does not have a specific policy of preferring locally based suppliers
For some events and where a local capacity gap exists the MIoD has recourse to overseas facilitators to bring best practice to Mauritius
The MIoD intends to assess the geographical spread of its
procurement practices and report on the percentage of procurement budget which is spent on local suppliers in its next financial year At the same time the need to amend the procurement policy to promote local suppliers will also be considered
43 Recruitment Policy Under the Equal Opportunities Act 2008 (lsquoEOArsquo) an employer cannot discriminate against an employeeprospective employee on the basis of the following
The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting recruiting employing appraising promoting or dismissing an employee
Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis the MIoD is committed to a policy of equal opportunities
Its HR Policies amp Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race religion or belief colour sex age national origin disability or sexual orientation The MIoDrsquos HR Policy and Guidelines can be found on the website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepageAll employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines
5 Environmental Performance51 MaterialsThe main consumable materials used by the MIoD are shown in this chart
52 Energy Consumption The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes This amounted to 94113 MJ for the reporting period Also the indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid This was 10386 kWh electric for the reporting year ndash ie 11217 GJ thermal MIoD is not a producer of direct or indirect energiesInitiatives to reduce indirect energy consumption need to be investigated in the coming year This could for example include more energy-efficient lighting technologies A key constraint for the implementation of energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner or manager
53 Water The MIoDrsquos consumption of water includes water delivered by the Central Water Authority water consumed from water fountains and bottled water for training workshops This was 26 m3year for the reporting period
54 Greenhouse Gas Emissions The total CO2 emissions of the MIoD has been estimated at 206 tonnes for the reporting period with direct and indirect emissions contributing 57 and 149 tonnes of CO2 respectively as follows bull IndirectemissionsofCO2 arose from the consumption of electricity and air travel This amounted to 107 tonnes and 42 tonnes of CO2 respectivelybull TotaldirectCO2 emissions related to land transport has been estimated at 57 tonnes of CO2 The estimation is based on the total distance travelled (km) during the reporting year an average fuel efficiency of 12 kmlitre of gasoline and the emission factor of motor gasoline
55 Waste All waste produced by MIoD and related to MIoD activities were sent to the landfill during the reporting period The main sources of waste were paper (350 kg or 035 tonnes) and plastic (37 kg or 0037 tonnes) By virtue of its activities MIoD does not deal with hazardous wastes of any kind
56 Mitigation of Environmental Impacts Following the Ecological Footprint Report undertaken in 2012 three areas were highlighted that needed attention
(i) food (mainly provided by third parties during delivery of MIoD trainings) (ii) consumables and(iii) waste management
In this respect the MIoD has undertaken in the financial year 2013-4 to bull workwithourkeythirdpartyfoodsupplierstoimprovethequality of the food offered during our training sessions especially taking into account the health problems in Mauritian society such as diabetes and to reduce our ecological footprint in this respect We have also engaged the advice of a nutritionistbull reducetheamountofplasticthatwepurchasebothinourownoffice but also through our third party suppliers In this respect we now have a water dispenser delivered to each training venue on the day of our training workshop to avoid the use of plastic bottles for our training sessions The next step is to work with our suppliers to encourage them to adopt this practicebull reducetheamountofpaperandinthisrespectwehaveagreedwith our Board Directors that effective August 2013 that we will no longer use paper but instead adopt appropriate laptop or tablet software for board papers During this year we will also undertake a complete review of our use of paper especially the printing of training manuals and see if we can fully or partially adopt alternative solutions to reduce our footprint The objective over time must be to become paperless We also intend to meet with the Registrar of Companies to lobby for the reduction in printing of Annual Reports and to allow shareholders to receive a soft copy and opt for a hard copy by exceptionbull ensurethatallouroldelectronicgoodssuchasprintersorcomputers are properly recycled using genuine recyclers andbull workwithourlandlordstointroducerecyclingbinsforallthetenants in our building Raffles Tower
57 Total Environmental Protection Expenditure and InvestmentTo date the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its first Integrated Report at a total cost of Rs 150000 The Ecological Footprint calculation is the benchmark for reducing our footprint in the future
6 Social61 Risks Related to Corruption An ethics risk assessment which also covered corruption risks was undertaken in 2011-2 The assessment covered all the activities of the MIoD Thereafter the MIoD Code of Conduct was reviewed and revised to address ethical conduct within the Company and by its members A Whistleblowing Policy has also been implemented The Ethics Risk Assessment Report and the MIoD Whistleblowing Policy can be found on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
2 2
96
Central Water Authority
Water fountains
Bottled water
Total water withdrawal by source
Materials
Hec
tare
(Ha)
1200
1000
800
600
400
200
-
Clot
hes
Fabr
ics -
Cotto
n
Clot
hes
Fabr
ics - W
ool
Clot
hes
Fabr
ics -
Synt
hetic
Leat
her -
Bas
ed P
rodu
cts
Pape
r - B
ased
Pro
duct
s
Met
al -
Base
d Pr
oduc
ts
Plas
tic -
Base
d Pr
oduc
ts
Woo
d - B
ased
Pro
duct
s
Elec
trica
l Equ
ipm
ent
Glass
war
e Po
rcel
ain
Med
icina
l Pro
duct
s
Hygie
ne an
d Cl
eani
ng P
rodu
cts
Ciga
rette
s
Age
Caste
Colour
Creed
Ethnic origin
Impairment
Marital status
Place of origin
Political opinion
Race
Sex
Sexual orientation
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport6 7
1 Deva ARMOOGUMChairman (62)Deva Armoogum is a Fellow of the Chartered Association of Certified Accountants and a Fellow of the Chartered Institute of Logistics and TransportDeva retired as a partner of KPMG in 2012
where he headed the Advisory Services practice He had worked with a diverse portfolio of clients ranging from Fortune 500 companies international donor agencies to public and private entities cutting across all service lines Prior to joining KPMG Deva occupied several key positions in the public and private sectors He was successively General Manager of National Transport Corporation (NTC) Managing Director of Mauritius Housing Company (MHC) and Non-Executive Chairman of State Trading Corporation (STC) He also served as Non-Executive Director of SITRAC now the University of TechnologyHe was instrumental in creating the local Chapter of the Institute of Internal Auditors and presided over its development until 2012 when the status was raised to that of a full-fledged Institute He is also currently a member of the National Committee on Corporate Governance and a member of the Financial Reporting Council
2 James BENOITVice Chairman (47)James Benoit is a Chartered Financial Analyst with 20 yearsrsquo experience in banking He is the CEO and Executive Director of AfrAsia Bank Ltd a regional corporate and private bank based in Mauritius that he co-founded as a start-up and leads on behalf of the largest conglomerate in Mauritius
He was previously a global management executive with HSBC Group for 16 years in emerging and developing markets in China Philippines Hong Kong the Middle East Canada and Mauritius He has developed implemented and grown leading consumer banking wealth management credit cards and corporate banking businesses in these regions with proven ability to engage customers regulators and staff from diverse backgrounds James is also the co-founder of the local Chapter of the CFA Institute which has won global awards for revitalization under his Presidency He is a sought after financial conference speaker and opinion leader published in media channels in South Africa London India UK Vietnam Singapore Philippines and Mauritius
3 Heba CAPDEVILA-JANGEERKHANNon-Executive Director (44)Heba Capdevila-Jangeerkhan is the Development and Strategy Director of the Taylor Smith Group as well as a Board Director on most of the Taylor Smith Group companies Property Finder Ltd and Valendor ( Mauritius) Ltd
She is a Business Graduate from the University of Sheffield and holds an MSC in Organisation Development from Sheffield Business School She speaks four languages and has lived in South America the Middle East Spain and the UK before coming to Mauritius in 1995She has over 20 years of professional experience in business administration sales human resources organisation development and business strategy with exposure to both private and public sector environments She started her professional journey in the Middle East and the UK Her experience in Mauritius started in the Textile industry with CMT Lteacutee moving on to International Retail at World Duty Free (Mauritius) Ltd and the Engineering Cluster of the Rogers Group before joining the Taylor Smith Group
4 Patricia DAY-HOOKOOMSINGNon-Executive Director (63)Patricia Day-Hookoomsing holds a BA Joint Honours in Latin and French from the University of Reading UK a PGCE in the teaching of English as a Second Language the ACCA Certified Diploma in Accounting and Finance and the IFE Diplocircme drsquoEacutetudes Professionnelles
Approfondies en Entrepreneuriat She is currently studying part-time for a PhD in Education at the University of Reading UKShe is Managing Director of Consultancy Company Ltd (CCL) a private training firm which she joined in 1989 after 16 years as an English Language teacher at the Lyceacutee Labourdonnais She also lectures at the Institut de la Francophonie de lrsquoEntrepreneuriat (IFE) and the MCCI Centre drsquoEacutetudes Supeacuterieures She is a Fellow of the UK Institute of Leadership and Management Fellow of the Mauritian Institute of Directors Honorary Fellow of the Mauritian Institute of Management and member of the UK Institute of Administrative Management She is an accredited trainer with the Ethics Institute of South Africa the Global Corporate Governance Forum (GCGF) and the Mauritius Qualifications Authority
5 Catherine DVORAK Non-Executive Director (49)Catherine Dvorak is a financial advisor She holds a Bachelor of Accountancy from the University of the Witwatersrand Johannesburg and is a member of the South African Institute of Chartered Accountants She acquired extensive experience
in the Investment Banking industry in South Africa with a focus on specialised finance She returned to the island in 2004 to join Investec Bank (Mauritius) Limited as a senior executive until 2010 Catherine is presently an independent non-executive director of a number of companies including AfrAsia Bank Limited and Les Gaz Industriels Ltd
Deva ARMOOGUM
James BENOIT
Heba CAPDEVILA-JANGEERKHAN
Patricia DAY-HOOKOOMSING
Catherine DVORAK
Vaughan HEBERDEN
Danielle LAGESSE
Ravin LAMA
Georges LEUNG SHING
Jane VALLS
Richard WOODING
Aruna COLLENDAVELLOO
Pierre DINAN
Arjoon SUDDHOO
Appalsamy THOMAS
BOARD OF DIRECTORS
COMPANY SECRETARYTioumitra MAHARAHAJE
CHIEF EXECUTIVE OFFICERJane Elizabeth Orde VALLS
REGISTERED OFFICE1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Board Chairman and Chairman - Nominations and Membership Committee
Board Vice Chairman and Chairman - Education Committee
Appointed at Annual Meeting 2012
Appointed at Annual Meeting 2012
Chairman ndash Corporate Governance Committee
Chairman ndash Audit and Risk Committee
Appointed at Annual Meeting 2012 and resigned on 7 February 2013
Resigned at Annual Meeting 2012
Resigned at Annual Meeting 2012
Resigned at Annual Meeting 2012
CORPORATE INFORMATIONMAURITIUS INSTITUTE OF DIRECTORS
PROFILE OF DIRECTORS AND SENIOR MANAGEMENT
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport8 9
Tioumitra (Ambrish) MAHARAHAJE Executive SecretaryAmbrish is a solutions-focused chartered secretary with 10 years of experience overseeing company secretarial and compliance functions pertaining to Mauritian Company
legislation Stock Exchange of Mauritius rules and Financial Services Commission regulations He joined the MIoD as Executive Secretary in March 2013 From July 2007 to February 2013 Ambrish was Corporate Manager ndash Legal Compliance and Company Secretary of Rogers and Company Ltd an investment company listed on the Stock Exchange of MauritiusAmbrish is an accredited trainer with the IFC Global Corporate Governance Forum and an associate of Institute of Chartered Secretary and Administrators
10 Jane VALLSExecutive Director and CEO (58)Jane Valls holds a BA Hons in French and Italian from Birmingham University UK She is the Chief Executive Officer of the Mauritius Institute of Directors (MIoD) and an
accredited trainer with the Global Corporate Governance Forum (GCGF) and the Ethics Institute of South Africa Before joining the MIoD she has held senior positions and directorships in a wide range of business sectors in Mauritius and overseas with leading companies including British Airways Sun International and The Rogers Group and more recently running her own management and training consultancy
Jane is a Fellow of the Mauritius Institute of Directors a member of Soroptimist International (an international womenrsquos association) and the current Chairperson of Women in Networking (WIN)
11 Richard WOODING Non-Executive Director (54)Richard Wooding holds a BA degree from Birmingham and an MBA from Cranfield He has worked extensively in FMCG industries in UK Asia and Africa including General Management roles for Rothmans International British
American Tobacco and Heineken International He joined the Phoenix Beverages Group (PBG) in April 2006 and was appointed Chief Executive Officer and Director in July 2006 He was also a member of the PBG Corporate Governance Committee
6 Vaughan HEBERDEN Non-Executive Director (52)Vaughan Heberden was educated at St Johnrsquos College Johannesburg and holds BA and LLB degrees from the University of the Witwatersrand He is the CEO and Executive Director of Cim
Financial Services Ltd a financial services group listed on the Stock Exchange of MauritiusA lawyer by training he has over twenty five yearsrsquo experience in business mainly in the financial services sector with major local and international financial institutions During his career Vaughan has been a Director at UAL Investment Planning Services ndash a subsidiary of UAL Merchant Bank CEO of the private banking arm of the First Rand Group and Director Southern and East Africa for Barclays International and Private BankingVaughan has served on the boards of a number of international financial services and fiduciary companies He is the Chairman of the Board of Trustees of Global Finance Mauritius an apex industry grouping and a member of the Court of the University of Mauritius
7 Danielle LAGESSE SANon-Executive Director (59)Danielle qualified as an Attorney at Law of the Supreme Court of Mauritius in 1980 and was in 2010 the first lady from the private practice to become a Senior Attorney in Mauritius She presently sits on the Council of the Mauritius Law Society
As a Legal Adviser to the Boards of local and foreign companies from diversified sectors such as Insurance Building and Public Infrastructure Banking Sugar Industry Real Estate Offshore etc Danielle has for over 30 years appeared in important Supreme Court cases involving corporate issues such as oppression of minorities conflicts of interest and lack of independence and dereliction of directorsrsquo duties among others which really stimulated her interest for Corporate Governance and the importance of Mediation and Arbitration of corporate disputes in which she is now very involved A Fellow of the MIoD and a member of its Board ever since its incorporation Danielle is also a member of the Australian Institute of Directors
8 Ravin LAMANon-Executive Director (52)Ravin Lama is a science graduate from India He is currently the Executive Director of AAPCA Mauritius looking after the national daily - Le Matinal He has extensive experience in the field of communication and
advertising having successfully launched several newspapers and brands in Nepal while working and consulting with clients both national and international He is the Publisher and Managing Director of Nepalrsquos largest selling English daily - The Himalayan TimesHe is a Board Member of Mauritius Qualifications Authority American Chamber of Commerce (AMCHAM) the President of the Association of Registered Professional Training Institutes (ARPTI) and a Past President of the Parents Teachers Association of Le Bocage International School Moka
9 Georges LEUNG SHINGNon-Executive Director (67)Georges Leung Shing holds a Bachelorrsquos degree in Economics and is a Chartered Tax Adviser and a Fellow Chartered Accountant He was the Senior Economist of the Mauritius Chamber of Agriculture before he joined Lonrho Mauritius and was
appointed Executive Chairperson of the Group in 1996 After the take-over of MTMD (subsequently called Omnicane Ltd) by Illovo Sugar Ltd in July 1997 and Omnicane Holdings Ltd in April 2001 he continued as Managing Director until his retirement on 31 March 2007 and as Consultant the next yearHe has served on most sugar-sector institutions in Mauritius the Mauritius Employersrsquo Federation and Joint Economic Council He is a former President Chairman of the Mauritius Accounting and Auditing Standards Committee Mauritius Chamber of Agriculture Mauritius Sugar Producersrsquo Association and the Mauritius Institute of Directors and member of the Financial Reporting Council He is the Chairman of the Mauritius Development Investment Trust Co Ltd the MIoDKPMG Audit Committee Forum the Acting Chairman of the Sugar Insurance Fund Board and a Director of Omnicane Ltd and Standard Bank (Mauritius) Ltd
PROFILE OF SENIOR MANAGEMENT
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport10 11
On behalf of the Mauritius Institute of Directors (MIoD) I am pleased to make the following Statement to our members for the year ended 30 June 2013 OverviewGlobal economic prospects are slowly improving even though results are very mixed around the world
with the road to recovery in the advanced economies remaining bumpy according to the IMF while emerging market economies are doing well In 2013 after a weak first half real GDP growth in the advanced economies is projected to rise above 2 for the rest of the year and to average 225 in 2014 spurred by US growth of about 3 Most economies in Asia and sub-Saharan Africa and many economies in Latin America are now seeing higher growth Global growth is thus projected to continue to rise gradually
But there is no room for complacency given the strong interconnections between countries an uneven recovery is still a dangerous one While considerable progress has been made to improve financial regulation at both national and global levels the IMF recognises that there is still more to do to complete the regulatory reform agenda ldquoparticularly with regard to the too-big-to-fail problem nonbank financial institutions and shadow bankingrdquo
Our Mauritian economy has survived the turbulent past few years and is working hard at diversifying its exports and services away from the traditional European markets and increasingly towards Africa and Asia We have improved our ranking by 5 places to 19th position in the 2013 World Bank Ease of Doing Business and we continue to occupy the top place in Africa We have also held on to our No1 position in the Mo Ibrahim Index of African Governance However we have dropped 8 places in the Transparency International Corruption Perception Index in the last 2 years to 43rd place and the increasing number of scandals that have shaken our country in the last 12 months will not do much to remedy this perception unless we seriously start to address the issue of corruption More than ever we need good governance practices combined with effective leadership skills and underpinned by a strong ethical culture
At the MIoD we have been pleased to see this year the continued increased demand for membership and for our public workshops And the registered demand for in-house workshops testifies to the increasing interest Mauritian boards are paying to good corporate governance A growing number of companies are also leading the way by undertaking sustainability reporting corporate governance assessments ethics management board evaluations and family
governance initiatives More and more companies are using our Directorsrsquo Register to look for Independent Directors These are all very positive signs and bode well for the future
The publication of the Bank of Mauritius Corporate Governance Guideline as well as the FSCrsquos Circular Letter reminding directors of their duties and giving guidance on what would be considered as a reasonable number of directorships are all welcome initiatives to the Corporate Governance regulatory and compliance framework in Mauritius But they are also indications that our National Code of Corporate Governance (the Code) is fast being overtaken The MIoD therefore continues to support the view of the National Committee on Corporate Governance (NCCG) that a revision of the Code of Corporate Governance is well overdue The Code was written in 2003 and in the last 10 years the world has been rocked by a huge financial crisis Global standards and best practices in good governance have moved on and if we wish to maintain our position as regional leaders in Corporate Governance we need to update the Code Furthermore the recent amendments to the Financial Reporting Act while strengthening the enforcement of compliance to the Code nonetheless reveal inconsistencies as well as difficulties in applying the Code effectively We therefore appeal to the Minister of Finance to undertake this exercise as soon as possible
StrategyDuring the year the board undertook a review of our Vision Mission and Strategy The key challenges facing the Institute namely its long term sustainability establishing its legitimacy increasing its membership by attracting more young professionals public sector executives as well as seasoned Directors and maintaining funding from our existing Founders and Patrons were addressed in two half day off sites in November 2012 The outcome was our new Vision Mission and Strategy reflected in our latest 3 year Business Plan for 2013-2016 Our strategy will ensure that webull respondtoourmembersrsquoneedsandprovideclearbenefits for each categorybull remainrelevantthroughregularstakeholderengagementbull ensureweareaccessibleandaffordablebull nurturethenextgenerationofdirectorsbull widenthescopeofourservicesbeyondcorporate governancebull differentiatetheMIoDfromotherprofessional organisations through our area of focus and specialisation ndash corporate governance best business practices leadership and professional developmentbull maintainthequalityandsustainedfocusofourtraining and educationbull arearolemodelandthereferencepointforcorporate governance and best business practicesbull becomeacredibleandrecognisedvoiceforDirectorsandbull supportMauritiusasaregionalleader
CHAIRMANrsquoS STATEMENT
Initiatives and HighlightsOne of the key highlights of the year was undoubtedly celebrating our 5th Anniversary with our members and sponsors at Angsana Balaclava on 17th May 2013 with our guest of honour the President of the Republic of Mauritius This was also the opportunity for the MIoD to recognise the role of the National Committee on Corporate Governance in initiating the creation of an Institute of Directors in Mauritius Over the years the NCCG has continued to support the MIoD by collaborating on workshops conferences and future research
The MIoDlsquos key role at the forefront of good corporate governance is to develop better informed and more effective directors In the past year the MIoD has continued to provide practical guidance and a better understanding of the various aspects of corporate governance by helping directors improve their knowledge and skills We have invited several high profile overseas guest speakers and facilitators including Prof Mervyn King Dr Teodorina Lessidrenska Linda de Beer Chris Pierce Phil Armstrong Mike Saunders Bert van Walbeek Maggie Gorse Guillermo Miranda Prof Deon Rossouw Alison Dillon Kibirige and Dr Graeme Codrington
Throughout the year we have also benefited from the expertise of our team of local trainers and facilitators as well as many local experts whom I would like to thank whole heartedly for their support
We have renewed our successful collaboration with the Ethics Institute of South Africa (EthicsSA) and take this opportunity to thank them and the IFC Global Corporate Governance Forum for the use of their training materials as well as for their invaluable support
We have increased our range of corporate services this year to includebull InHouseTrainingbull BoardAppraisalsbull CorporateGovernanceAssessmentsbull EthicsRiskAssessmentsbull CodeofConductDevelopmentbull EthicsOfficerTrainingandCertificationandbull EthicsManagementConsultingandTraining
The last year has seen some significant new initiatives at the MIoD The Directors Forum is gradually establishing its role as an Advisory Council to the MIoD focusing on Directorsrsquo issues and through the Forumrsquos expertise and representation providing guidance on key issues of governance and directorship in Mauritius In September 2012 the Forum launched its first publication Best Practice Guidelines for the Appointment of Directors The Directors Forum is currently working on its next publication an Ethics Guide for Boards which should be launched in September 2013 The Forum also has a sub-committee dedicated to the public sector We take this opportunity to thank all those who serve pro-bono on
the Directors Forum for their commitment to the cause of good corporate governance and better boards
The MIoD also undertook to measure its Ecological Footprint and as result will look at how we can reduce our footprint in the coming years In addition the Board as part of our strategy to be a model of corporate governance has decided that this yearrsquos Annual Report should be an Integrated Report with two new sections ndash a Sustainability Report and a Global Reporting Initiative (GRI) Content Index We hope this will encourage other companies in Mauritius to follow this initiative In the medium to long term the objective is to positively influence all our stakeholders The Sustainability Report proposes concrete actions that will be carried out in the 2013-4 financial year demonstrating MIoDrsquos commitment to internalise sustainability practices in its operations and those of its valued stakeholders In order to support Mauritius as a regional leader the MIoD in collaboration with the Institute of Directors Southern Africa (IoDSA) has been spearheading the setting up of an African Corporate Governance Network (ACGN) With the current focus on growth and development in Africa good corporate governance and capacity building in this area is highly important 12 Institutes from across Africa have come together and the ACGN will be formally launched on 16 October 2013 in Mauritius
The year ahead brings some other exciting events and initiatives including our 2nd International Conference on 17 and 18 October 2013 this time in collaboration with IODSA on the theme ldquoAfricaRising Corporate Governance for Sustainability The Road Map for Value Creation rdquo We have invited a distinguished list of international speakers and we see this Conference as an opportunity to promote Mauritius as the gateway to Africa and as a regional leader in the global governance landscape
In the coming year we will also be launching the Audit Committee Forum recognising the key role that audit committees play in ensuring good Corporate Governance and as a way of providing audit committee members and other directors with a resource to help them to keep up-to-date on current and emerging issues
Continued GrowthThe MIoD remains a private independent not-for-profit membership organisation regulated by the Companies Act We depend on membership and our membership growth continues on target testifying to the interest in our activities The Institute is made up of individual members whom we are here to serve We thank you for your continued support
We have however been less successful this last year in attracting young professionals whom we see as the future directors of tomorrow and this will be a focus for us to work on in the coming year reviewing our image and benefits for this category of member
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport12 13
Deva ArmoogumChairman
Our ValuesIntegrityLeading Mauritian corporations and institutions to international best practice in corporate governance while upholding the highest ethical moral and professional conduct
ExcellenceAiming for excellence in all we do and being passionate about our values
AccountabilityActing responsibly and demonstrating accountability for our decisions
Knowledge and ForesightPromoting the learning and continuous development of our members and the acquisition of planning and transformational skills
Teamwork and InnovationWorking together in mutual respect towards a common goal recognizing that innovation comes from harnessing diversity
TransparencyOperating in a fair and transparent manner and devoting time for the benefit of the Institute and its members
Founders and PatronsThe continued support of our Founders and Patrons has been crucial to the success so far of the MIoD Without this support in its first 5 years the MIoD would have struggled to operate and achieve its objectives With our 5th Anniversary milestone also comes the end of the 5 year agreement that was made with the Founder and original Patron Organisations We are in the process of seeking their renewed support and I am pleased to advise that the vast majority have advised us that they will continue to support the MIoD This shows their commitment to the promotion of effective corporate governance and global business standards in Mauritius We gratefully acknowledge the significant contribution of all our Founders and Patrons
AppreciationThe MIoDrsquos achievements would not be possible without the dedication and commitment of my fellow directors who serve on a voluntary pro-bono basis and I thank them all for their support during the last 12 months Under the able leadership of the CEO the MIoD team has grown to 6 this year with the appointment of an Executive Secretary and a Membership and Marketing Officer I thank them all for their valuable contributions and hard work in ensuring that the MIoD meets its objectives It has been my pleasure to work with them all this year
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport14 15
DESCRIPTION
Total number of members
Membership retention - of
members who have left total
Increase Associate members
No Company Directors
Customer-driven service excellence
and responsiveness
Developing and delivering a
range of benefits and services for
members
Total no public training workshops
Total no participants
Total no members attending
Develop team of trainers
Surpluses as per budget
Customer satisfaction rate
No membership events
Attendance
Conference
Newsletter
Initiate research and publications
on issues of major interest to
directors
Build a voice that is influential and
respected
Build our brand recognition and
increase MIoD visibility with regular
PR and media coverage
Develop key strategic partnerships
links and networks with local
regional and international
organisations
TARGET
200 new members
Retention 95
5 of membership
75 of company directors total
95 members satisfaction rate
-Benchmark survey members and
review benefits
-Membership Card updated
30
Average 25 participants per
workshop
50 Members participants
Fully utilise current team of 6
Rs 1343000
95 workshop participants satisfied
or very satisfied
5
Min 70
Dates partners programme venue
and sponsors agreed for 2013
4 pa
2 papers published
-Develop the Directors Forum
-Monthly meetings
-Min 75 active participation
-12 press releases pa
-Retainer spend media coverage 15
-Advertising Value Equivalency 115
-5th Anniversary Event
-min 2 new reciprocal links with
international organisations
-work to develop African Network
-work to develop French speaking
Network
RESULTS
194
91
3
63
97
-Survey conducted- 66 responses
(8)
-Membership Card updated
43
29
57
11 accredited trainers and facilitators
Rs 1572022
95
4
Average 100
Conference planned 17 -18 October
2013
4
1 published and 1 in editing stage
Monthly Forum Meeting
Active attendance 74
15
16
126
Held on 17 May 2013
-New links with IODs in Brazil and
Zimbabwe
-ACGN Network to be launched 16
October 2013
-No progress on French speaking
network
KEY STRATEGIC OBJECTIVE
Membership Growth
Training amp Education
Events
Communications
Publications
Advocacy
Visibility and Brand
Development
Links and Networks
DIRECTORSrsquo REPORT
1 Our StrategyIn the light of the strategic planning sessions held by the Board in November 2012 the vision and mission of the MIoD were reviewed in line with our values and updated to take into account feedback from the stakeholders of the MIoD
New Vision and MissionOur Vision is to be the preferred professional organisation for directors and aspiring directors as well as business leaders and Our Mission is to champion best business practices and effective corporate governance supporting Mauritius as a regional leader and to be the voice of Directors through training and certification programmes workshops and networking events advocacy research and thought leadership reaching out to both private and public sector enterprises
The strategic objectives of the MIoD as developed in its new three year (2013-2016) strategic plan address the key challenges and critical issues which were identified asbull assuring the long term sustainability of the Institutebull establishing the legitimacy of the MIoDbull attracting non-Directors Associates and members from the Public Sector as well as seasoned Directors andbull maintaining existing Founders and Patrons and attracting new Patrons
2 Risk ManagementThe MIoD Risk Register is regularly updated and includes this year an ethics risk assessment completed in August 2012 a review of our members Code of Conduct and the introduction of a Whistleblowing Policy A Business Continuity Plan was also approved and now needs to be fully tested
Our current reliance on funding by Founders and Patrons was reviewed and a sector analysis undertaken to ensure we are not vulnerable to financial downturn in any one sector while continuing to seek new Patrons and assurances from current Founders and Patrons as to their continued support
Debtor management has been improved with the implementation last year of Pastel and by improved procedures this year
IT security is ensured by daily back up of accounts and key data and a full back up every 15 days is held off site
3 Integrated ReportThe Integrated Report produced for the first time this year is part of our objective to be a role model of good Corporate Governance and best practice The MIoD recognizes that it operates within a social and economic environment and that its long term interest is to conduct itself as a ldquoresponsible corporate citizenrdquo For its ecological footprint the MIoD has worked with ELIA - Ecological Living in Action the successful tenderer The approach used has been one of learning-by-doing to build the internal capacity of MIoD to develop its Integrated Report on an annual basis and to use it as a strategic tool for fostering leadership in corporate governance The Footprint Report for 20123 is available on our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage The MIoD is now working towards Level C GRI certification and will continue to improve its Integrated Reporting based on the feedback obtained from stakeholders and in line with best practice
4 Key Performance Indicators The strategic objectives are translated into Key Performance Indicators (KPIs) which are regularly monitored by the Board to ensure that the objectives of the MIoD are met The KPIs for 2012-3 were
bull Engagement(withallstakeholders)bull Professionalism(qualityandhighstandards)bull Accessibility(cost)bull Responsiveness(serviceandreactivity)bull Openness(transparency)bull Model(leadershipandintegrity)bull Learningandsharing(knowledgeandinformation)bull Innovativeandcreative(dynamic)
Our Value Drivers
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport16 17
DESCRIPTION
-Ensure the resources and
systems are in place to achieve
the KPIs
-Team MIoD motivated to deliver
service standards and achieve
KPIs
Continued funding of 15
Founders and 23 Patrons
Surplus as per budget
Risk Register
Debtors
Risk Exposure
TARGET
-Recruit 1 additional admin team
member
-Explore recruitment of Executive
SecretaryCompany Secretary
-Training and Development plan
in action
-New website
Rs 5300000
Rs 69363
-Register mitigation in action and
updated quarterly
-Max 15 cumulative debtors as
of total revenues
-Max Rs 50000 bad debts
-Total revenues
-Funding 55
-Membership 25
-Training 15
-Other revenues 5
RESULTS
-Membership and Marketing
Officer and Executive Secretary
appointed
-Training and Development plan
in place
-New website under construction
Rs 5358333
Rs 353508
-Risk Register up to date
-Bad debts = 005 of total
debtors
-Max Rs 50000
- Funding 35
-Membership 15
-Training amp others 46
-Interest Income 4
KEY STRATEGIC OBJECTIVE
People Processes Technology
Funding
Finances
Risks
5 Founders and Patrons
The generous contributions and support of our Founders and Patrons were publicly acknowledged by the MIoD during the 5th anniversary celebrations where commemorative certificates were presented to them
With that milestone came also the end of the 5 year agreement that was made with the original Founders and Patrons They have all been approached to seek their continuing support for the MIoDrsquos work and we are pleased to report that 90 have so far agreed to renew their support for another period of five years
The trust placed in the MIoD by our Founders and Patrons helps us to continue in our mission to champion best business practices and effective corporate governance supporting Mauritius as a regional leader and to be the voice of Directors through training and certification programmes workshops and networking events advocacy research and thought leadership reaching out to both private and public sector enterprises
Founders and patrons contributed 35 of our revenue
6 Membership
Membership has increased by 27 and is in line with our target We are forecasting continued growth with 200 new members per annum for the next 3 years We have not been as successful in attracting Associates compared to other categories of members and we are in the process of reviewing the benefits package for Associates as well as our communications strategy for this market segment
63 of our members are directors but we continue to focus on the recruitment and nurturing of aspiring directors and young professionals who will be the directors of tomorrow
Membership retention is 91 over the 5 year life of the MIoD 40 of the loss of membership is due to members moving overseas ill health or no longer being professionally active and 30 for non-payment of membership fees
New partners are added from time to time so please consult our website wwwmiodmu for updatesMembership fees and affinity revenues currently account for 15 of the total MIoD revenue
7 Directorsrsquo Register
The Directorsrsquo Register (the Register) was set up in 2011 to enable companies to find suitable independent directors for their boards It is made up of Members and Fellows of the MIoD who are senior executives or directors from cross sections of industries and professions This is a free service for members and allows them to promote themselves as a potential independent director to sit on the boards of other organisations There is a small fee for companies who wish to undertake a search but a free search is offered to our Founders or Patrons and to registered NGOs as part of our Corporate Social Responsibility
We currently have 136 members on the Register and are happy to report that the 21 director search requests were received during 2012-3 Since January 2013 the demand has increased substantially and we believe there will be a higher number of search requests in the future as boards diversify and continue to implement good governance best practices
As from 1 September 2013 all new Members and Fellows of the MIoD will automatically be added to the Register upon receiving their membership confirmation
8 Training and Education
Our recent membersrsquo survey shows that membersrsquo satisfaction is overall very high at 97 In our aim to be customer driven and responsive membersrsquo feedback is greatly valued and very useful for reviewing the services we offer
Our members have received a new Membership Card this year entitling them to discounts on products and services with a growing number of affinity partners which include
Number of new Patrons
5Founders and existing
Patrons who have renewed their support
90
Customer driven service excellence
and responsiveness
97
Customer satisfaction rating
95
Total number of members
850
Total number of workshops
43
Number of directors searches carried out
21
Membership retention (200813)
91
Total number of members attending
workshops
57
Number of members on the Directorsrsquo
Register
136Percentage of
members who are directors
63
Total number of in-house workshops
12
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport18 19
Training and education continues to be one of the key activities of the MIoD Our partnership with high profile international trainers coupled with local trainers and local experts has enabled us to deliver high quality training workshops with a very high satisfaction rate The MIoD has been approved as a Training Institute by the Mauritius Qualifications Authority All the MIoD workshops are MQA approved and qualify for HRDC refunds as well as Continuing Professional Development (CPD) units
We continue to work closely with the IFC Global Corporate Governance Forum (GCGF) and the Ethics Institute of South Africa whose materials we mainly use for all our workshops
During last year we have invited several high profile overseas guest speakers and facilitators including Prof Mervyn King Dr Teodorina Lessidrenska Linda de Beer Chris Pierce Phil Armstrong Mike Saunders Bert van Walbeek Maggie Gorse Guillermo Miranda Prof Deon Rossouw Alison Dillon Kibirige and Dr Graeme Codrington
We ran a 5 day Ethics Officer Certification Programme in collaboration with the Ethics Institute of South Africa for the 3rd consecutive year and have now trained over 30 Ethics Officers in Mauritius
Also this year in collaboration with the GCGF we ran a Training of Trainers workshop facilitated by Chris Pierce thus increasing our trainers and facilitators pool to 11
The MIoD also relies heavily on local expertise in all its workshops and again thanks are due to all those local presenters who have provided their collaboration the past year especially the members of the National Committee on Corporate Governance
9 Corporate Services
We have continued to diversify our activities and the MIoD is increasingly being asked to help with Board and Board Committee Appraisals Corporate Governance Reporting Corporate Governance Assessments Ethics Risk Assessments Code of Conduct Development and Ethics Management Consulting Our Information and Guidance services are also regularly consulted
The revenue derived from these activities has been incuded this year under training and education but will be accounted separately next year
10 Events
The MIoD held 4 members events in the last year including a networking event held at the Blue Penny Museum in Port Louis and another at the Maritim Hotel Balaclava
The Annual Membersrsquo Meeting was held on 26 September 2012 with Philip Armstrong Head of the IFC Global Corporate Governance Forum as guest speaker talking on the topic ldquoSelecting a Board ndash An Art or a Sciencerdquo
The MIoD also celebrated its 5th anniversary this year at Angsana Balaclava Mauritius The guest of honour for the event was the President of the Republic of Mauritius His Excellency Mr Rajkeswur Purryag GCSK GOSK The event was attended by over 125 members and guests
Our thanks go to Phoenix Beverages for their sponsorship of all these membersrsquo events
11 Communications Visibility and Brand Development
The MIoD continues to build our brand recognition and increase our visibility with regular PR and media coverage We have received extended coverage throughout the year of our workshops our overseas and local facilitators who have been
interviewed in the press as well as interviews with the Chairman and the CEO Retainer spend media coverage was above target at 16 as was Advertising Value Equivalency at 125
Our members have received regular communications from us on our workshops and events as well as our quarterly on line newsletters and our membersrsquo survey
During this year the MIoD has also increased its visibility and communications on social media especially LinkedIN Facebook and Twitter
12 Advocacy and Publications
The MIoD is more and more being recognised as a key stakeholder in the corporate governance arena both locally and regionally
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network and is working with 12 Directors Organisations from various African countries (Kenya Malawi Morocco Mozambique Nigeria Senegal Tanzania Uganda Zambia Zimbabwe as well as Mauritius and South Africa) towards the official launch of the African Corporate Governance Network in Mauritius on 16 October 2013 2 meetings of the ACGN have been held so far the first in Johannesburg sponsored by Standard Bank and the second in Harare sponsored by ACCA and attended by the World Bank the IFC NEPAD Business Foundation and Ernst amp Young
Locally the Directors Forum launched in January 2012 acts as an Advisory Council and a Technical Committee to the MIoD and has issued its first publication entitled lsquoBest Practice Guidelines for Appointment of Directorsrsquo A copy of the guideline and the resource pack can be obtained from the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage The Directors Forum sponsored by Phoenix Beverages and PwC is now working on its second publication ldquoAn Ethics Guide for Boardsrdquo
The Members of the Directors Forum are
Kim Andersen
Deva Armoogum
Patricia Day-Hookoomsing
Anwar Kaidoo
Danielle Lagesse
Ambrish Maharahaje
Benoit Maingard
Gerard Manuel
Jane Valls
Franccediloise White
Bruneau Woomed
James Benoit
Hanlie Blaise
Heba Capdevila-Jangerkhan
Virginie Corneillet
Robert Coutet
Sanju Deenapanray
Pierre Dinan
George Dumbell
Bryan Gujjalu
Michael Ho Wan Kau
David Hotte
Thierry Leung
Sham Mathura
Kiran Meetarbhan
Tim Taylor
Aisha Timol
Sheila Ujoodha
MIoD Trainers
Local Presenters
Our training calendar continues to offer a variety of workshops and topics and demand for public and in-house workshops has increased this year
Our library has grown and is being increasingly used by members as is our book ordering service
Training contributes 46 of the total MIoD revenue
Pierre Dinan ndash Chairman
Clairette Ah Hen
Deva Armoogum
Sunil Benimadhu
Prabha Chinien
Aruna Collendavalloo
Jean Paul de Chazal
Girish Dabeesing
Michael Ho Wan Kau
Gerard Garrioch
Dr Raj Jugurnath
Georges Leung Shing
Cyril Mayer
Giandev Moteea
Megh Pillay
Krish Ponnusamy
Anita Ramgutty-Wong
Aisha Timol
Jane Valls
Richard Wooding
Number of completed projects
5Number of
on going projects
4
Number of events held
4
Retainer Spend Media coverage
16
Building a voice that is influential and
respected
1 new forum
Average attendance per event
100
Retainer Spend Advertising value
Equivalency
125
Number of publications issued
1
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport20 21
The recommendations of the Directors Forum to the MIoD which were sent to the Minister of Finance for the 2012 Budget were on the followingbull urgencytorevisetheNationalCodeofCorporate Governancebull PublicSectorGovernancetoincludeDirectorsrsquoTrainingand Induction programmes and the Continuing Professional Development (CPD) of Directors and Senior Executivesbull sustainabilityndashrecommendationsforEbeneCybercitythe Environment and CSRbull annualreportstoenablesoftcopiesratherthanhard copies to be sent to shareholders andbull ITndashdecreaseininternetcostsandincreasein e-government
The MIoD collaborated again with PwC by sponsoring the Award for Risk Management Reporting as part of the PwC Corporate Reporting Awards The Award for 2012 was won by the Mauritius Commercial Bank Ltd
We have also in partnership with KMPG set up an Audit Committee Forum This Forum will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help Audit Committee members and their Boards enhance the effectiveness and integrity of the financial reporting process
The Forum will act as a technical resource or sounding board for current issues relevant to audit committees Information relating to governance risk management auditing accounting and financial reporting future changes and international developments will be researched discussed and debated by the Forum to prepare formal topical position papers and alerts
The first meeting took place on 23 July 2013 The members of the Forum are
For more information on the Forum please refer to our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD is working closely with the Ethics Institute of South Africa to conduct a baseline survey on the state of ethics in companies in Mauritius
Finally the MIoD is also collaborating with the ICAC and the JEC on a private sector anti-corruption initiative in Mauritius
13 Links and Networks
We have continued to work hard this year developing key strategic partnerships links and networks with local regional and international organisations
We have expanded our international network to include Brazil and Zimbabwe and have now established links with 7 Institutes of Directors around the world Our members can network and attend events held by these institutes at local membersrsquo rates The network will increase with the launch of the African Corporate Governance Network (ACGN) during our International Conference being organised in collaboration with the IoDSA in October 2013
During this year we have collaborated with organisations such as ACCA Bank of Mauritius the Competition Commission Ernst amp Young ESSEC the Financial Reporting Council IoDSA the Mauritius Bankers Association the National Committee on Corporate Governance the Office of Public Sector Governance and PwC and take this opportunity to thank them all for their valued support
We continue to work closely with the IFC Global Corporate Governance Forum and the Ethics Institute of South Africa our key training partners
To facilitate the sharing of information with key regulatory bodies we are presently in discussions with them to enter into Memorandum of Understandings
Georges Leung Shing (Chairman)
Alastair Bryce
John Chung
Jerome de Chasteauneuf
Jean Paul de Chazal
Pierre Dinan
Catherine Dvorak
Maurice Enouf
Jean-Michel Felix
Anil Gujadhur
Paul Halpin
Fabrice Koenig
Reneacute Lecleacutezio
Ali Mansoor
Sanjay Molaye
Madhvi Ramdin
Sheila Ujoodha
Jane Valls
14 People Processes Technology
We have this year taken on two new team members bringing the team to 6 including the CEO Rizwana Eathally joined us as Membership amp Marketing Officer in October 2012 and Tioumitra (Ambrish) Maharahaje joined us as Executive Secretary in March 2013 taking over as the MIoD Company Secretary as well as Executive Secretary of the Directors Forum and the Audit Committee Forum managing the Directorsrsquo Register and leading future research projects
Last year we upgraded our accounts system with Pastel and this has proved an invaluable investment This year we have undertaken to build a new interactive website and integrated CRM Both are nearly finalised and should be fully operational in September 2013
All our processes at the MIoD are continually evolving and being reviewed as we grow We have reviewed this year our Accounting Membership and Training Procedures as well as the management of our Members and Directorsrsquo Registers
15 Finances
Although our membership has increased substantially and continues to grow and our training programme and corporate services have expanded the MIOD continues to rely on the contributions of its Founders and Patrons These contributions enable membership of the MIoD attendance at its events and use of its services to be accessible to the maximum number of people by keeping our fees at an affordable level
Accumulated funds have been placed on fixed deposits with the Mauritius Post and Cooperative Bank this being renegotiated at regular intervals
The MIoD has again this year made a small surplus of Rs 353508 for the year which is above targeted results
16 The Coming YearThe MIoD has a new three year business plan and will continue to focus on membership growth particularly for Associate members but also membership from the public sector and from more seasoned directors During the coming year we will
be undertaking a branding exercise to evaluate our image and encouraging greater stakeholder engagement to ensure excellent customer service and responsiveness through an Annual Members Forum and Survey and by establishing MOUs with key regulators
Ensuring high quality training and education remains a key objective by continuing to provide an innovative and interesting training programme with our team of 11 local trainers and consultants as well as high level overseas facilitators In 20134 this will include a Thought Leadership Programme and we hope to work more closely with the public sector We will also introduce information and consulting services and set up a Research unit to undertake research into directorsrsquo remuneration business ethics and board practices in Mauritius
The Audit Committee Forum will also start to operate and build capacity and the Directors Forum will continue to establish itself as the voice of Directors
As part of our Corporate Social Responsibility we will continue to offer pro-bono Directors Searches and Corporate Governance and Skills training for registered NGOs
We will follow up on the improvement of our Ecological Footprint by focusing on the reduction of our use of paper plastic and improving the quality of the food served at our workshops
Our new website will be launched shortly along with our new Customer Relationship Management system and our presence on LinkedIn Twitter and Facebook will be reinforced
The highlight of the coming year will undoubtedly be the launch of the African Corporate Governance Network on 16 October and our International Conference being organised in collaboration with the IoDSA on 17 and 18 October on the theme ldquoAfrica Rising Governance for Sustainability the Road Map for Value Creationrdquo with a big line up of distinguished speakers led by Baroness Lynda Chalker
Signed on behalf of the Board
Links with other IoDs
7Member
organisations in the ACGN
12
Total number of employees
6
Surplus 2012-3
Rs 352508
Accumulated Fund
Rs 4775300
New website and CRM system to be
launched
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
Date 21 August 2013
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
2nd Meeting of the ACGN Harare June 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport22 23
CORPORATE GOVERNANCE REPORT
1Compliance StatementIn accordance with its mission statement the Mauritius Institute of Directors (lsquoMIoDrsquo or the lsquoCompanyrsquo) is committed to applying the principles of good corporate governance in its operations Rather than adopting a lsquotick the boxrsquo approach to complying with the Code the MIoD has embedded the principles of the Code in its day to day operations
During the year the MIoD has complied with all material aspects of the principles of the Code Given that it has only six employees the Board considers that it functions effectively with only one Executive Director namely the CEO
2Corporate Details and Holding StructureIncorporated in Mauritius as a public company limited by guarantee on 11 February 2008 the MIoD is a non-profit organization engaged in the promotion of good corporate governance in Mauritius and training and development
The rights powers duties and obligations of the Company the Board each director and the members of the Company are governed by the Constitution of the Company and the Companies Act 2001
The constitution of the MIoD provides that inter alia21 every member irrespective of his class of membership including a person who has been a member at any time within 12 months from the effective date of the winding up of the Institute shall in the event of the Company having a deficit in disposable assets over its liabilities contribute a maximum of one hundred (100) Mauritian Rupees to the assets of the Company in the event of it being wound up22 the monies collected shall be applied for the payment of the debts and liabilities of the Company and the payment of the costs charges and expenses associated with the winding up the Company and23 the Directors are prohibited from making any form of distribution including distributing dividends returns of capital income or profits of the Company to the Members However the Company shall use any surplus funds in any year to pursue the goals set out in Article 5 of this Constitution
The full version of the constitution is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
3 The BoardFrom 1 June 2012 to 7 February 2013 the Board of the MIoD was comprised of 12 directors (6 male and 6 female) of whom 11 were independent directors and one was classified as an Executive Director namely the Chief Executive Officer (CEO)
A vacancy arose on the Board on 7 February 2013 when Mrs Aruna Collendavelloo stepped down as director of the Company As there was no urgent need to appoint a replacement and on the recommendation of the Nominations and Membership Committee it was resolved that such vacancy would be filled at the Annual Meeting of Members (AMM) scheduled on 25 September 2013
The profiles of the directors are set out on pages 7 to 9 of the report
Mr Deva Armoogum was appointed as Chairman of the Board by his fellow directors following the AMM held on 26 September 2012
For the year under review the Board considered its composition as adequately balanced and that the directors had the appropriate range of skills expertise and experience required to carry out their duties properly in order to serve the interests of all the stakeholders and provide effective corporate governance
The Constitution of the Company provides that with the exception of the Chief Executive Officer every other director shall be eligible for reappointment for a maximum of five consecutive years
In line with the Code all directors who meet the eligibility criteria stand for re-election at the AMM on the recommendation of the Nominations and Membership Committee
Messrs Deva Armoogum Georges Leung Shing and Mrs Danielle Lagesse having reached their term of office will not stand for re-election at the next AMM Mr Vaughan Heberden has also indicated that he will be stepping down at the next AMM The Nominations and Membership Committee has thus reviewed the skills competencies and experience required to enable the Board to function efficiently as well as the profile of the directors eligible for re-election Their contribution to board and committee meetings were also considered
Pursuant to such review the Nominations and Membership Committee has recommended that the following directors be considered for re-election at the Annual Meeting
1 James Benoit2 Ravin Lama3 Heba Jangeerkhan4 Patricia Day-Hookoomsing5 Catherine Dvorak6 Richard Wooding
As regards the five remaining vacancies on the Board the Committee has recommended that candidates with a background in the legal and accounting fields as well as in corporate governance matters be considered for election as director of the Company
A notice inviting members to apply for consideration as director of the Company was issued on 21 May 2013
On appointment to the Board new directors receive a comprehensive induction pack from the Company Secretary and the CEO and have informal meetings with the Chairman fellow Board members Nominations and Membership Committee the CEO and the employees of the MIoD The functions and responsibilities of the Chairman and CEO are separate
The Chairman and the CEO in collaboration with the Company Secretary agreed on the Board meeting calendar for the year and the Board meeting agendas in advance to ensure adequate coverage of key issues throughout the year Board packs are usually sent to the directors five days in advance
All directors have access to the Company Secretary and CEO to discuss issues or to obtain information on specific areas or items to be considered at Board meetings or any other area they consider appropriate Directors attend Board meetings unless exceptional circumstances prevent them from so doing
Furthermore the directors have the right to request independent professional advice at the expense of the Company The Board also invites third parties with relevant experience and expertise to attend board meetings as and when required
Besides Board meetings decisions are also taken through written Board resolutions as and when required
The attendance of directors at board and committee meetings is set out in the table on page 26
The profiles of the senior management team are set out at page 9 of the report
4 Board CommitteesThe Board of the MIoD has set up the following committees to assist in the execution of its responsibilitiesbull AuditandRiskCommitteebull CorporateGovernanceCommitteebull EducationCommitteebull NominationsandMembershipCommitteeThe chartersterms of reference of the committees are available for consultation on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
ldquoYour directors met seven times during
the year under review In addition two
offsite meetings were held to discuss the
strategic plan of the MIoD The Board also
received regular reports from the CEO
on the activities of the Company Board
deliberations were characterised by open
and frank discussions and provided a
forum for challenging and constructive
debates The Board also received reports
from the chairmen of the various
subcommitteesrdquo ndash Deva Armoogum
(Chairman - Board)
41 Audit and Risk Committee (ARC)The ARC is composed of three directors namely Georges Leung Shing (Chairman) Catherine Dvorak and Richard Wooding The Company Secretary acts as secretary of the committee The CEO is also in attendance at the meetings of the ARC as well as the Accountant and the External Auditor when required
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport24 25
ldquoThe Committee met three times during
the financial year 2012-3 Besides
reviewing the companyrsquos accounting
policy and procedures management
accounts the financial statements and
the Annual Report 2012 the Committee
reviewed its own terms of reference The
MIoD thus now requires its lead audit
partner to be rotated every five years
The risk register of the MIoD was also
updated and two new risks ndash debtorsrsquo
collection and credit risks- were added
to the register To give assurance to the
Board and the members that the internal
controls systems of the Company are well
maintained and as best practice we have
decided to commission an audit of the
accounting policies and procedures This
exercise will be conducted in the financial
year 2013-4rdquo Georges Leung Shing ndash
Chairman ARC
ldquoThe Corporate Governance Committee
was active during the last financial year
in its mission to improve the governance
of the MIoD We met thrice during the
year and considered several policies
regarding matters such as human
resources business continuity planning
whistleblowing media interaction
as well as data protection During
the year Ecological Living in Action
was commissioned to undertake the
evaluation of the Institutersquos Ecological
Footprint and the Committee approved
the final report and recommendations
Besides reviewing the non-financial
part of the Annual Report we also
worked on the framework for the first
integrated report issued this year The
Committee also recommended as part
of its corporate social responsibility
programme that the MIoD shall offer pro-
bono training on corporate governance
to registered non-governmental
organisations as well as using its Directors
Register to conduct pro bono searches for
such organisationsrdquo Vaughan Heberden ndash
Chairman GGC
The ARCrsquos main responsibilities are to assist the Board of directors in fulfilling its oversight responsibilities forbull theintegrityoftheCompanyrsquosfinancialstatementsbull theCompanyrsquoscompliancewithlegalandregulatory requirementsbull theindependentauditorrsquosqualificationsindependence and performance bull theeffectivenessoftheCompanyrsquosinternalcontrolsbull thereviewofanyaccountingorauditingconcerns identifiedbull monitoringofdebtorsandbull thereviewoftheriskphilosophystrategyandpolicyand assessment of the quality of the risk management process
53 Education Committee (EC)The EC is composed of six directors namely James Benoit (Chairman) Ravin Lama Danielle Lagesse Patricia Day-Hookoomsing Richard Wooding and Jane Valls The Company Secretary acts as secretary of the committee
The Committee is responsible for all matters regarding training and education activities of the MIoD aimed at the promotion and achievement of its objectives
54 Nominations and Membership Committee (NMC)The NMC is composed of four directors namely Deva Armoogum (Chairman) Georges Leung Shing Heba Capdevila-Jangeerkhan Aruna Collendavelloo (up to 7 February 2013) and James Benoit (as from 10 April 2013) The CEO is in attendance at the meetings and the Company Secretary acts as secretary of the committeeThe Committee is responsible for all matters concerning membership of the MIoD as outlined in its Constitution and for recommending to the Board candidates to be appointed as directors to the Board as well as all employeesrsquo remuneration
The Committee has a separate set of clear and transparent published procedures and distinct terms of reference for the nomination of directors and for the admission of new members
ldquo2012-3 was an eventful year for the EC
Four meetings were held during the year
Besides the 12 training courses of the
Director Development Programme which
are proposed annually some 24 training
workshops were planned by the MIoD on
several new topics such as Social Media
Skills Running an AGM Marketing for
the Asian Market Marketing Strategy
Effective Company Secretaries Duties
and Rights of Minority Shareholders and
Unfair Competition and Anti-Competitive
Behaviours We helped to build capacity
in the corporate governance field by
sponsoring a lsquotrain the trainersrsquo session
on corporate governance bringing
the number of IFC certified trainers in
corporate governance to 11
Our courses continue to be well attended
with an average of 29 participants per
workshop and we are pleased to report
that the satisfaction rating has remained
above average at 95 The Committee has
worked on the development of a lsquoThought
Leadership Programmersquo in collaboration
with TommorrowToday which will be
launched shortly The Committee has also
contributed to the planning of the second
international conference entitled lsquoAfrica
Rising Governance for Sustainability
The Road Map for Value Creationrsquo which
will take place in Mauritius on the 17-18
October 2013 and has received regular
progress reports from the CEOrdquo James
Benoit ndash Chairman EC
42 Corporate Governance Committee (CGC)The CGC is composed of four directors namely Vaughan Heberden (Chairman) Danielle Lagesse Aurna Collendavelloo (up to 7 February 2013) Catherine Dvorak (as from 10 April 2013) and Jane Valls The Company Secretary acts as secretary of the committeeThe CGC makes recommendations to the Board on all Corporate Governance provisions to be adopted to enhance compliance with prevailing governance principles and practices
5th Anniversary members networking evening
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport26 27
ldquoDuring the year the Nominations and Membership Committee met twice and approved
194 new members Building on the qualitative research conducted by TNS Analysis on
the Associate memberrsquos category we identified new strategies to attract more associate
members which will be implemented in 2013 With regards to nominations as three
directorswillreachtheirtermofofficeatthe2013AnnualMeetingofMembers(AMM)and
following a vacancy which arose on the board during the course of the year as well as one
director who will be stepping down at the AMM the Committee reviewed the composition
of the Board to identify the profiles of prospective directors The nomination notice was
issued on 21 May 2013 to invite members to send their candidature for election at the AMM
scheduled on 25 September 2013rdquo Deva Armoogum ndash Chairman NMC
Attendance at meetings
ARMOOGUM Devapragassen
BENOIT James
CAPDEVILA-JANGEERKHAN Heba1
COLLENDAVELLOO Aruna2
DAY-HOOKOOMSING Patricia1
DINAN Pierre3
DVORAK Catherine
HEBERDEN Vaughan
LAGESSE Danielle
LAMA Ravin
LEUNG SHING Georges
SUDHOO Arjoon3
THOMAS Appalsamy3
VALLS Jane Elizabeth Orde
WOODING Richard
Board
77
57
55
33
45
12
57
57
67
47
77
02
22
77
47
ARC
na
11
na
na
na
na
33
na
na
na
23
11
na
33
02
EC
11
13
na
na
23
na
na
01
44
34
na
na
na
44
14
NMC
22
11
11
na
na
na
na
na
na
na
22
na
11
22
na
CGC
na
na
na
11
na
na
na
22
33
na
na
01
na
33
11
in attendance1 Appointed at AMM held on 26 September 20122 Appointed at AMM held on 26 September 2012 and resigned on 7 February 20133 Resigned at AMM held on 26 September 2012
5Board Performance and Evaluation An evaluation of the Boardrsquos performance is undertaken every year and reviewed with the objective of improving its performance procedures practices and administration and those of its Committees as well as the overall achievement of the Companyrsquos Vision Mission Values and Objectives The last Board Evaluation Report in August 2012 identified the following key area for improvement the need for the Board to become more strategic and less operational As a result 2 half day Board strategy off-sites were held in November 2012 and the Board agenda now focuses on key strategic and important issues first
6 Conflicts of InterestThe Boardrsquos policy on conflicts of interest with which all employees and directors are expected to comply is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
7 Statement of Remuneration PhilosophyThe NMC is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position and at levels which take into account industry and market benchmarks
The Non-Executive Directors are not remunerated for serving on the Board
The total remuneration of the CEO for the year was
Name Remuneration VALLS Jane Elizabeth Orde Rs 3629715
8 Annual Meeting of MembersAs at 30 June 2013 the MIoD had 850 membersThe MIoD communicates to its members through its Annual Report publications newsletters website emails and Annual Members Meeting The key members events held during the year were
10 Internal Control and Risk Management(a) Risk ManagementThe Board is responsible for the process of risk management which incorporates internal control and audit and has delegated its overall responsibility to the ARC The ARC assists the Board in fulfilling its responsibilities by monitoring decisions and processes designed to ensure the integrity of financial reporting and sound systems of internal control and risk management Management is accountable to the Board to establish processes and procedures for identifying evaluating and managing any significant risks faced by the Company
A full risk analysis has been undertaken and a register of key risks has been established and presented to the ARC for the appropriate mitigation actions and decisions to be taken
The key risks identified and which require monitoring are as followsbull reputationbull lossofFoundersandPatronsfundingespeciallyafterthe initial 5 year periodbull technologyfailureanddatalossbull naturaldisastersandbull creditriskattributabletotradereceivables
These risks are being addressed in the following waysbull anethicsriskassessmentwascompletedinAugust2012bull theMIoDCodeofConducthasbeenreviewedbull aWhistleblowingPolicyhasbeenimplementedbull theMIoDhasputinplaceanew3yearbusinessplanto ensure its sustainabilitybull aDisasterRecoveryandBusinessContinuityPlanhasbeen put in place and now needs to be testedbull improveddebtormanagementandregularfollowupbull currentrelianceonfundingbyFoundersandPatronshas been reviewed and a sector analysis undertaken to ensure limited vulnerability to a financial downturn in any one sectorbull 5newPatronshavebeensecuredbull theoriginalFoundersandPatronscontinuedsupporthas been sought and secured andbull ITsecurityhasalsobeenreviewedandimproved
(b) Internal ControlCays Associates was appointed in May 2010 to look after the MIoDrsquos accounts Segregation of duties is ensured for approval of all purchases payments of bills and signing of cheques Cash transactions are limited and receipts are immediately issued A new Pastel software accounting system has been introduced to further improve the management of accounts and debtors
(c) External AuditMoore Stephens was re-appointed as external auditor for the year 2012-3 No non-audit services were rendered by the external auditor
1 Members Networking Evening at the Blue Penny Museum2 Annual Meeting of Members at La Grande Cannelle Domaine les Pailles3 Members Networking Evening at the Maritim Hotel Balaclava4 5th Anniversary event at Angsana Balaclava
31 August 2012
26 September 2012
30 November 2012
17 May 2013
9 Share PriceThe Company is not listed on any stock exchange and share price information is therefore not applicable
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport28 29
11 Corporate Social Responsibility (CSR)The Company is a non-profit organization and is therefore not accountable for CSR contributions The MIoD has however decided this year to implement a corporate social responsibility programme which consists of the offer of pro-bono training on corporate governance to registered non-governmental organisations as well as using its Directorsrsquo Register to conduct pro-bono searches for such organisations
12 EthicsThe Companyrsquos Code of Conduct was reviewed and updated on 15 July 2012 The members of the Company are expected at all times to act in such a way as not to bring themselves or the MIoD into disrepute They are also expected to comply with the Code of Conduct of the MIoD which provides guidance on behaviour to be adopted by the members
The MIoD has this year implemented a Whistleblowing Policy
The Code of Conduct and the Whistleblowing Policy are available on the website of the MIoD
Two of the MIoD team have undertaken Ethics Officer training this year bringing the total number who have undergone this training to three
13 EnvironmentTo support the MIoD in its endeavour to promote corporate sustainability in Mauritius an exercise was undertaken to calculate the MIoDrsquos Ecological Footprint (EF)
Please refer to the sustainability report on pages 29 to 36 for more information on this matter
14 Health and SafetyThe Company complies with health and safety legislations No incidents have been reported during the year
15 Social IssuesThe Company is an equal opportunities employer and considers the welfare and development of its employees to be very important
Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD workshops and events as well as external training for their professional development Team building exercises are held regularly to reinforce team values and teamwork
Please consult our website to know more about our HR policies and practices wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
16 Related Party TransactionsThe MIoD has procured training services from Consultancy Company Limited amongst other service providers since 2011 With the nomination of Mrs Patricia Day-Hookoomsing as a Director of the MIoD in September 2012 such services are now recorded as a related party transaction and disclosed in the Financial Statements in note 13
17 Management AgreementsNo management agreement has been entered into by the Company
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
21 August 2013
1 Report Content and Reporting ParametersThis report marks two significant milestones for the MIoD It is the MIoDrsquos first Integrated Report and it also marks the first time that the GRI framework has been adopted for sustainability reporting by the MIoD These milestones are timely and are squarely aligned with MIoDrsquos position in the market to promote corporate sustainability and to lead by exampleThe integrated report has adopted the G31 guidelines of the Global Reporting Initiative and it reflects MIoDrsquos commitment to provide a transparent and fair review of its strategy performance and activities in 2012-3 to its stakeholders The triple bottom line reporting has endeavoured to provide an open and honest summary of the social economic and environmental impacts stemming from our activities and commitments practices objectives and performance results regarding the management of our impacts The report contains a combination of quantitative and qualitative impactsMIoD has also adopted a learning-by-doing approach to internalise integrated sustainability reporting as a strategic management tool To reflect this approach we have realised this report in the GRI Level C application with the view that MIoD will graduate progressively to higher level reporting over time It is understood that the learning-by-doing approach implies that the processes tools and methodologies applied to identify prioritise and validate report content and reporting parameters will evolve over time Nevertheless the processes tools and methodologies are systemic and have been applied systematically to allow year-on-year comparisons of MIoDrsquos performance This is even more so because MIoD is a relatively young organisation that holds a unique position vis-agrave-vis its stakeholdersWe have used GRI Reporting Standard principles in determining the scope of the report content structure and quality and data calculation and disclosure techniques The content of this report discloses MIoDrsquos performance for the period starting July 1 2012 and ending June 30 2013
2 Report Scope amp BoundaryThe activities of MIoD cover the geographical area of the Republic of Mauritius and most of these activities take place in the island of Mauritius The report boundary is therefore the activities of MIoD in Mauritius In addition to GRIrsquos Sustainability Reporting Guidelines (GRI 31) the report also follows the International Financial Reporting Standards (IFRS) for financial reporting and the Code of Corporate Governance of Mauritius 2004 Boundaries for non-financial data collection are consistent with our financial reporting thus aligning financial environmental and social reporting Since stakeholder inclusiveness is a cross-cutting issue in determining the content and scope of reporting we have attempted to take into consideration the expectations of our stakeholders as well as to quantify or qualify the impacts of our activities on their well-being including present and future considerations and to take remedial actions Our stakeholder engagement processes are discussed below
3 Determining Report ContentGuided by the G31 reporting guidelines and principles and technical protocol the following criteria have been observed in preparing this reportStakeholder inclusivenessStakeholder identification and engagement have been carried out using a combination of three methods namely (1) market knowledge by virtue of being the main organization mandated to foster the development of corporate governance at the level of Boards and upper management in Mauritius (2) value-chain analysis to establish the entire supply chain of MIoDrsquos services including the enabling environment and business providers and (3) on-going surveys with existing and potential members
The stakeholders of the MIoD are set out below
MIoD appreciates the benefits derived from stakeholder engagement and endeavours to maintain close proximity with key stakeholders We carry out membership surveys ethics risk assessments and on-going evaluations of our training programmes to identify and address issues that are relevant to our stakeholders and also to engage our stakeholders in assessing MIoDrsquos performance risks and opportunities For instance the following examples are pertinent
bull MIoDcarriedout43publictrainingworkshopsinvolving1262 participants during the reporting period and each one was accompanied by a written evaluation The response rate across all the courses was close to 90 with a 95 customer satisfaction rate Please refer to page 17 of the Report)bull InJuly2011anEthicsRiskAssessmenthasenabledkeystakeholders to share their views and to highlight the key ethics risks for the MIoD The stakeholders included members MIoD directors suppliers employees media MIoD founders and patrons and MIoD partners The assessment combined questionnaire surveys interviews and focus group discussions and covered the following areas organisational culture financial operational governance conduct and behaviour of individuals relating to or
SUSTAINABILITY REPORT
FOUNDERS AND
PATRONS
DIRECTORS
FORUM amp
AUDIT
COMMITTEE
FORUM
KINDRED
ORGANISATIONS
amp PARTNERS
MEMBERS
THE
BOARD
MANAGEMENT
amp EMPLOYEES
CORPORATE
SECTOR ndash
PRIVATE AND
PUBLIC
POLICY
MAKERS AND
REGULATORS
SUPPLIERS
THE
COMMUNITY
THE
ENVIRONMENT
THE MEDIA
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport30 31
working with MIoD (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull InJuly2012MIoDalsocarriedoutaqualitativesurveyofthemotivations and needs of its Associate Members (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull PeriodiconlineandtelephonicmembersrsquosurveysThelastsurvey was completed in June 2012 and the latest one was completed by the end of June 2013 (a copy of the questionnaire can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull TheMIoDDirectorsForumcomposedofdirectorsfromtheprivate and the public sector acts as an advisory and technical committee to the MIoD and draws on the experience and knowledge of its members to represent the collective view of directors across a broad spectrum of organisations (a list of members of the Directors Forum can be found on page 19 of the Reportbull TheviewsofFoundersandPatronsoftheMIoDwhorepresent a cross section of public and private sector companies in Mauritius are sought in annual individual meetings while regular meetings with partner and kindred organisations provide feedback from these stakeholders andbull ByincorporatingtheimpactsofsuppliersontheEcologicalFootprint of MIoD (please see more in the section on Materiality below) thereby serving as a basis for involving suppliers in the value chain to take remedial actions in partnership with MIoD
Sustainability ContextAs a leading organization promoting corporate sustainability we consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic social and environmental fronts This is important on two counts namely (1) the increasing awareness in the Mauritian public and private sector for mainstreaming the three pillars of sustainable development and (2) the recognition that corporate sustainability can be a significant comparative advantage and differentiation strategy It is worth mentioning here that MIoDrsquos Integrated Report is squarely aligned with the newly adopted Maurice Ile Durable (MID) Policy Strategy and Action Plan of Mauritius especially concerning lsquoenhancing the corporate environment social responsibility and accountabilityrsquo (wwwmidmu ndash accessed 12 July 2013) The sectorial MID Strategy for employmenteconomy specifically refers to the use of GRI as a benchmark for developing a Sustainability Index for publicly listed companies
CompletenessWe have ensured that all the material topics and indicators covered in this report reflect completely the significant economic environmental and social impacts of our activities and enable our stakeholders to assess our performance in 2012-3 effectively
BalanceWe have attempted to present an unbiased picture of our performance by avoiding selections omissions or presentation formats that are reasonably likely to unduly or inappropriately influence the readerrsquos decision or judgment The report provides both favourable and unfavourable results as well as results that can influence the decisions of stakeholders in proportion to their materiality This is a commitment to MIoDrsquos transparency
ComparabilitySince this is the first integrated sustainability report results present the baseline data and information against which comparative performance analysis will be carried out in the future
AccuracyThe different data in this report have been presented both on a qualitative and quantitative basis In any case we have ensured openness in measurements and qualitative analyses while bearing in mind that data would need to be verifiable While the non-financial components of the present report have not been subject to an independent third party audit the processes methodologies and tools for generating and analysing quantitative and qualitative data were adopted because they lend themselves to such audits Where applicable such as in the case of Ecological Footprint analysis discussed below error analysis is provided to deal with uncertainties in measurements
TimelinessThis report will be issued for the purpose of the Annual Meeting of Members on 25 September 2013 It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting This open review process forms an integral part of the learning-by-doing approach
ClarityThis report has been presented in a manner that is understandable accessible and usable by our stakeholders As far as practicable graphics and data tables have been used to present information
ReliabilityInformation and processes used in the preparation of this report have been consistently gathered recorded compiled analysed and disclosed in a way that has been subject to constant examination by a competent internal team together with the help of an external consultancy firm with experience in integrated sustainability reporting using the GRI G31 Reporting Guidelines and Principles
MaterialityAccording to the GRI G31 Guidelines materiality has to be determined by considering the economic environmental and social impacts that cross a threshold in affecting the ability to
meet the needs of the present without compromising the needs of future generations Since the identification of thresholds is not trivial especially when considering long-term impacts or impacts where root causes and their effects are delocalised geographically and across different time horizons the methodology applied by MIoD to gauge materiality is evolving as it strives to better integrate sustainability across its entire spectrum of operations and services The underlying approach is to identify and prioritise those impacts that have a propensity to create preserve or erode economic environmental and social value for itself and its stakeholders In order to be methodological and systematic a combination of approaches has been used to determine materiality and the contents of this reportbull ThelegalrequirementsoftheRepublicofMauritiusInmanyinstances the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts and these thresholds are usually identified because of their materialitybull Adoptionofathoroughriskmanagementprocessthatallowsus to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative The risk management process also makes visible opportunities to better serve our stakeholdersbull Bykeepingacloseproximitywithourstakeholdersasexplained above under lsquoStakeholder Inclusivenessrsquobull IdentificationofinternalissuesthroughmeetingswithMIoDteam members as well as subscribing to continuous learning to better adhere to our policies values strategies targets and risk management processes andbull CarryingoutanEcologicalFootprintanalysisofouroperationsthat cover the impacts of the following (1) food (mainly provided by third parties during delivery of MIoD training) (2) consumables (3) utilities buildings and transport and (4) waste The first Ecological Footprint analysis was carried out for the calendar year 2012 (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage) and its results and recommendations were approved by the MIoDrsquos Board of Directors on 5 December 2012 The time period for the Ecological Footprint analysis has been revised to match the reporting period July 2012-June 2013 and the Footprint updated The analysis has been used to quantify impacts identify impacts of most significance and provide a basis for taking remedial actions across the value chain as discussed in this report Ecological Footprint analysis has been adopted as one way to deal with the difficulties in establishing thresholds for sustainability impacts The Ecological Footprint analysis also captures the ecological impacts of services delivered (except for electricity and primary energy consumption) by third party venues during MIoD training
MIoDrsquos materiality framework is evolving We are confident that the results presented here are sufficiently robust to instil confidence in the quality of the report The integrated Sustainability Report should be read in conjunction with our online resources
Validation is currently essentially an internally orientated process with authorisation by the CEO and Executive Secretary and ultimate approval of the Integrated Report by the Board of Directors
Performance indicators have been chosen for reporting purposes based on three main factors1 Results of the Ecological Footprint Analysis2 Our ability or maturity to respond and3 The opportunity for MIoD to grow and gain advantage from the impacts
The calculation of Performance Indicators has followed the GRI Indicator Protocols GHG emissions arising from the use of electricity has been calculated from the Grid Emission Factor of Mauritius using the methodological tool 07 ndash ie ldquoTool to calculate the emission factor for an electricity system (Version 0300) - proposed by the Clean Development Mechanism for calculating the operating margin (httpcdmunfcccintmethodologiesPAmethodologiestoolsam-tool-07-v300pdf )rdquo GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator (httpwww2icaointencarbonoffsetPagesdefaultaspx)
Re-statements of information are not applicable to MIoDrsquos first Integrated Report
4 Market Position41 Range of Ratios of Standard Entry Level Wage by Gender The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees Entry salaries are based on industry and market benchmarks the entrantrsquos educational level and relevant experience The Board Nominations Committee is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position
The MIoD employs 5 staff excluding the CEO ndash 3 female and 2 male The lowest male basic salary is Rs 28618 and the lowest female basic monthly salary is Rs 14478 There is no official minimum wage in Mauritius in our sector However as per the Ministry of Labour and the National Remuneration Order for Travel Agents and Tour Operators Workers a similar service sector the minimum wages prescribed for comparable jobs are as follows
bull SeniorAccountsClerkRs10306bull AdministrativeClerkRs8717
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport32 33
Based on this methodology the ratio of entry level wage by gender compared to local minimum wage for comparable jobs is 126 for male staff and 117 for female staff The apparent difference between the two ratios does not imply gender bias at MIoD since for any specific position a male or female employee would receive the same remuneration all else being equal
The MIoD is focused on continually developing a workforce that is dedicated motivated and well trained in order to assure the Institutersquos future development and growth as well as providing long term employment for individual employees
To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions A competitive total compensation package includes an effective salary and a benefits plan which aims tobull payafairbasicsalaryforthejobbybenchmarkingagainst similar jobs and similar organisations in Mauritius and taking into consideration internal equity specific job requirements and the skills knowledge and abilities of the employeebull providebasicbenefitsandbull recogniseindividualcontributionthroughtheperformance bonus system
The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation which is normally paid in December and is calculated proportionately to the time of service during the year All employees receive a pay slip and salaries are paid on 26th of each month by standing order
42 Suppliers The MIoD has adopted a lsquoProcurement Policyrsquo to ensure that all procurement activities carried out by the MIoDbull provide best possible valuebull are conducted in a fair objective and transparent mannerbull are compliant with all relevant legislation and any other related policiesbull use best practice in the application of ethical standards andbull are consistent with the MIoDrsquos Vision Mission and Values
The choice of suppliers is influenced by the above mentioned objectives Although environmental benefits are considered as part of the procurement process with due consideration given to all relevant aspects of whole life-cycle costs of products the MIoD does not have a specific policy of preferring locally based suppliers
For some events and where a local capacity gap exists the MIoD has recourse to overseas facilitators to bring best practice to Mauritius
The MIoD intends to assess the geographical spread of its
procurement practices and report on the percentage of procurement budget which is spent on local suppliers in its next financial year At the same time the need to amend the procurement policy to promote local suppliers will also be considered
43 Recruitment Policy Under the Equal Opportunities Act 2008 (lsquoEOArsquo) an employer cannot discriminate against an employeeprospective employee on the basis of the following
The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting recruiting employing appraising promoting or dismissing an employee
Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis the MIoD is committed to a policy of equal opportunities
Its HR Policies amp Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race religion or belief colour sex age national origin disability or sexual orientation The MIoDrsquos HR Policy and Guidelines can be found on the website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepageAll employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines
5 Environmental Performance51 MaterialsThe main consumable materials used by the MIoD are shown in this chart
52 Energy Consumption The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes This amounted to 94113 MJ for the reporting period Also the indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid This was 10386 kWh electric for the reporting year ndash ie 11217 GJ thermal MIoD is not a producer of direct or indirect energiesInitiatives to reduce indirect energy consumption need to be investigated in the coming year This could for example include more energy-efficient lighting technologies A key constraint for the implementation of energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner or manager
53 Water The MIoDrsquos consumption of water includes water delivered by the Central Water Authority water consumed from water fountains and bottled water for training workshops This was 26 m3year for the reporting period
54 Greenhouse Gas Emissions The total CO2 emissions of the MIoD has been estimated at 206 tonnes for the reporting period with direct and indirect emissions contributing 57 and 149 tonnes of CO2 respectively as follows bull IndirectemissionsofCO2 arose from the consumption of electricity and air travel This amounted to 107 tonnes and 42 tonnes of CO2 respectivelybull TotaldirectCO2 emissions related to land transport has been estimated at 57 tonnes of CO2 The estimation is based on the total distance travelled (km) during the reporting year an average fuel efficiency of 12 kmlitre of gasoline and the emission factor of motor gasoline
55 Waste All waste produced by MIoD and related to MIoD activities were sent to the landfill during the reporting period The main sources of waste were paper (350 kg or 035 tonnes) and plastic (37 kg or 0037 tonnes) By virtue of its activities MIoD does not deal with hazardous wastes of any kind
56 Mitigation of Environmental Impacts Following the Ecological Footprint Report undertaken in 2012 three areas were highlighted that needed attention
(i) food (mainly provided by third parties during delivery of MIoD trainings) (ii) consumables and(iii) waste management
In this respect the MIoD has undertaken in the financial year 2013-4 to bull workwithourkeythirdpartyfoodsupplierstoimprovethequality of the food offered during our training sessions especially taking into account the health problems in Mauritian society such as diabetes and to reduce our ecological footprint in this respect We have also engaged the advice of a nutritionistbull reducetheamountofplasticthatwepurchasebothinourownoffice but also through our third party suppliers In this respect we now have a water dispenser delivered to each training venue on the day of our training workshop to avoid the use of plastic bottles for our training sessions The next step is to work with our suppliers to encourage them to adopt this practicebull reducetheamountofpaperandinthisrespectwehaveagreedwith our Board Directors that effective August 2013 that we will no longer use paper but instead adopt appropriate laptop or tablet software for board papers During this year we will also undertake a complete review of our use of paper especially the printing of training manuals and see if we can fully or partially adopt alternative solutions to reduce our footprint The objective over time must be to become paperless We also intend to meet with the Registrar of Companies to lobby for the reduction in printing of Annual Reports and to allow shareholders to receive a soft copy and opt for a hard copy by exceptionbull ensurethatallouroldelectronicgoodssuchasprintersorcomputers are properly recycled using genuine recyclers andbull workwithourlandlordstointroducerecyclingbinsforallthetenants in our building Raffles Tower
57 Total Environmental Protection Expenditure and InvestmentTo date the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its first Integrated Report at a total cost of Rs 150000 The Ecological Footprint calculation is the benchmark for reducing our footprint in the future
6 Social61 Risks Related to Corruption An ethics risk assessment which also covered corruption risks was undertaken in 2011-2 The assessment covered all the activities of the MIoD Thereafter the MIoD Code of Conduct was reviewed and revised to address ethical conduct within the Company and by its members A Whistleblowing Policy has also been implemented The Ethics Risk Assessment Report and the MIoD Whistleblowing Policy can be found on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
2 2
96
Central Water Authority
Water fountains
Bottled water
Total water withdrawal by source
Materials
Hec
tare
(Ha)
1200
1000
800
600
400
200
-
Clot
hes
Fabr
ics -
Cotto
n
Clot
hes
Fabr
ics - W
ool
Clot
hes
Fabr
ics -
Synt
hetic
Leat
her -
Bas
ed P
rodu
cts
Pape
r - B
ased
Pro
duct
s
Met
al -
Base
d Pr
oduc
ts
Plas
tic -
Base
d Pr
oduc
ts
Woo
d - B
ased
Pro
duct
s
Elec
trica
l Equ
ipm
ent
Glass
war
e Po
rcel
ain
Med
icina
l Pro
duct
s
Hygie
ne an
d Cl
eani
ng P
rodu
cts
Ciga
rette
s
Age
Caste
Colour
Creed
Ethnic origin
Impairment
Marital status
Place of origin
Political opinion
Race
Sex
Sexual orientation
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport8 9
Tioumitra (Ambrish) MAHARAHAJE Executive SecretaryAmbrish is a solutions-focused chartered secretary with 10 years of experience overseeing company secretarial and compliance functions pertaining to Mauritian Company
legislation Stock Exchange of Mauritius rules and Financial Services Commission regulations He joined the MIoD as Executive Secretary in March 2013 From July 2007 to February 2013 Ambrish was Corporate Manager ndash Legal Compliance and Company Secretary of Rogers and Company Ltd an investment company listed on the Stock Exchange of MauritiusAmbrish is an accredited trainer with the IFC Global Corporate Governance Forum and an associate of Institute of Chartered Secretary and Administrators
10 Jane VALLSExecutive Director and CEO (58)Jane Valls holds a BA Hons in French and Italian from Birmingham University UK She is the Chief Executive Officer of the Mauritius Institute of Directors (MIoD) and an
accredited trainer with the Global Corporate Governance Forum (GCGF) and the Ethics Institute of South Africa Before joining the MIoD she has held senior positions and directorships in a wide range of business sectors in Mauritius and overseas with leading companies including British Airways Sun International and The Rogers Group and more recently running her own management and training consultancy
Jane is a Fellow of the Mauritius Institute of Directors a member of Soroptimist International (an international womenrsquos association) and the current Chairperson of Women in Networking (WIN)
11 Richard WOODING Non-Executive Director (54)Richard Wooding holds a BA degree from Birmingham and an MBA from Cranfield He has worked extensively in FMCG industries in UK Asia and Africa including General Management roles for Rothmans International British
American Tobacco and Heineken International He joined the Phoenix Beverages Group (PBG) in April 2006 and was appointed Chief Executive Officer and Director in July 2006 He was also a member of the PBG Corporate Governance Committee
6 Vaughan HEBERDEN Non-Executive Director (52)Vaughan Heberden was educated at St Johnrsquos College Johannesburg and holds BA and LLB degrees from the University of the Witwatersrand He is the CEO and Executive Director of Cim
Financial Services Ltd a financial services group listed on the Stock Exchange of MauritiusA lawyer by training he has over twenty five yearsrsquo experience in business mainly in the financial services sector with major local and international financial institutions During his career Vaughan has been a Director at UAL Investment Planning Services ndash a subsidiary of UAL Merchant Bank CEO of the private banking arm of the First Rand Group and Director Southern and East Africa for Barclays International and Private BankingVaughan has served on the boards of a number of international financial services and fiduciary companies He is the Chairman of the Board of Trustees of Global Finance Mauritius an apex industry grouping and a member of the Court of the University of Mauritius
7 Danielle LAGESSE SANon-Executive Director (59)Danielle qualified as an Attorney at Law of the Supreme Court of Mauritius in 1980 and was in 2010 the first lady from the private practice to become a Senior Attorney in Mauritius She presently sits on the Council of the Mauritius Law Society
As a Legal Adviser to the Boards of local and foreign companies from diversified sectors such as Insurance Building and Public Infrastructure Banking Sugar Industry Real Estate Offshore etc Danielle has for over 30 years appeared in important Supreme Court cases involving corporate issues such as oppression of minorities conflicts of interest and lack of independence and dereliction of directorsrsquo duties among others which really stimulated her interest for Corporate Governance and the importance of Mediation and Arbitration of corporate disputes in which she is now very involved A Fellow of the MIoD and a member of its Board ever since its incorporation Danielle is also a member of the Australian Institute of Directors
8 Ravin LAMANon-Executive Director (52)Ravin Lama is a science graduate from India He is currently the Executive Director of AAPCA Mauritius looking after the national daily - Le Matinal He has extensive experience in the field of communication and
advertising having successfully launched several newspapers and brands in Nepal while working and consulting with clients both national and international He is the Publisher and Managing Director of Nepalrsquos largest selling English daily - The Himalayan TimesHe is a Board Member of Mauritius Qualifications Authority American Chamber of Commerce (AMCHAM) the President of the Association of Registered Professional Training Institutes (ARPTI) and a Past President of the Parents Teachers Association of Le Bocage International School Moka
9 Georges LEUNG SHINGNon-Executive Director (67)Georges Leung Shing holds a Bachelorrsquos degree in Economics and is a Chartered Tax Adviser and a Fellow Chartered Accountant He was the Senior Economist of the Mauritius Chamber of Agriculture before he joined Lonrho Mauritius and was
appointed Executive Chairperson of the Group in 1996 After the take-over of MTMD (subsequently called Omnicane Ltd) by Illovo Sugar Ltd in July 1997 and Omnicane Holdings Ltd in April 2001 he continued as Managing Director until his retirement on 31 March 2007 and as Consultant the next yearHe has served on most sugar-sector institutions in Mauritius the Mauritius Employersrsquo Federation and Joint Economic Council He is a former President Chairman of the Mauritius Accounting and Auditing Standards Committee Mauritius Chamber of Agriculture Mauritius Sugar Producersrsquo Association and the Mauritius Institute of Directors and member of the Financial Reporting Council He is the Chairman of the Mauritius Development Investment Trust Co Ltd the MIoDKPMG Audit Committee Forum the Acting Chairman of the Sugar Insurance Fund Board and a Director of Omnicane Ltd and Standard Bank (Mauritius) Ltd
PROFILE OF SENIOR MANAGEMENT
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport10 11
On behalf of the Mauritius Institute of Directors (MIoD) I am pleased to make the following Statement to our members for the year ended 30 June 2013 OverviewGlobal economic prospects are slowly improving even though results are very mixed around the world
with the road to recovery in the advanced economies remaining bumpy according to the IMF while emerging market economies are doing well In 2013 after a weak first half real GDP growth in the advanced economies is projected to rise above 2 for the rest of the year and to average 225 in 2014 spurred by US growth of about 3 Most economies in Asia and sub-Saharan Africa and many economies in Latin America are now seeing higher growth Global growth is thus projected to continue to rise gradually
But there is no room for complacency given the strong interconnections between countries an uneven recovery is still a dangerous one While considerable progress has been made to improve financial regulation at both national and global levels the IMF recognises that there is still more to do to complete the regulatory reform agenda ldquoparticularly with regard to the too-big-to-fail problem nonbank financial institutions and shadow bankingrdquo
Our Mauritian economy has survived the turbulent past few years and is working hard at diversifying its exports and services away from the traditional European markets and increasingly towards Africa and Asia We have improved our ranking by 5 places to 19th position in the 2013 World Bank Ease of Doing Business and we continue to occupy the top place in Africa We have also held on to our No1 position in the Mo Ibrahim Index of African Governance However we have dropped 8 places in the Transparency International Corruption Perception Index in the last 2 years to 43rd place and the increasing number of scandals that have shaken our country in the last 12 months will not do much to remedy this perception unless we seriously start to address the issue of corruption More than ever we need good governance practices combined with effective leadership skills and underpinned by a strong ethical culture
At the MIoD we have been pleased to see this year the continued increased demand for membership and for our public workshops And the registered demand for in-house workshops testifies to the increasing interest Mauritian boards are paying to good corporate governance A growing number of companies are also leading the way by undertaking sustainability reporting corporate governance assessments ethics management board evaluations and family
governance initiatives More and more companies are using our Directorsrsquo Register to look for Independent Directors These are all very positive signs and bode well for the future
The publication of the Bank of Mauritius Corporate Governance Guideline as well as the FSCrsquos Circular Letter reminding directors of their duties and giving guidance on what would be considered as a reasonable number of directorships are all welcome initiatives to the Corporate Governance regulatory and compliance framework in Mauritius But they are also indications that our National Code of Corporate Governance (the Code) is fast being overtaken The MIoD therefore continues to support the view of the National Committee on Corporate Governance (NCCG) that a revision of the Code of Corporate Governance is well overdue The Code was written in 2003 and in the last 10 years the world has been rocked by a huge financial crisis Global standards and best practices in good governance have moved on and if we wish to maintain our position as regional leaders in Corporate Governance we need to update the Code Furthermore the recent amendments to the Financial Reporting Act while strengthening the enforcement of compliance to the Code nonetheless reveal inconsistencies as well as difficulties in applying the Code effectively We therefore appeal to the Minister of Finance to undertake this exercise as soon as possible
StrategyDuring the year the board undertook a review of our Vision Mission and Strategy The key challenges facing the Institute namely its long term sustainability establishing its legitimacy increasing its membership by attracting more young professionals public sector executives as well as seasoned Directors and maintaining funding from our existing Founders and Patrons were addressed in two half day off sites in November 2012 The outcome was our new Vision Mission and Strategy reflected in our latest 3 year Business Plan for 2013-2016 Our strategy will ensure that webull respondtoourmembersrsquoneedsandprovideclearbenefits for each categorybull remainrelevantthroughregularstakeholderengagementbull ensureweareaccessibleandaffordablebull nurturethenextgenerationofdirectorsbull widenthescopeofourservicesbeyondcorporate governancebull differentiatetheMIoDfromotherprofessional organisations through our area of focus and specialisation ndash corporate governance best business practices leadership and professional developmentbull maintainthequalityandsustainedfocusofourtraining and educationbull arearolemodelandthereferencepointforcorporate governance and best business practicesbull becomeacredibleandrecognisedvoiceforDirectorsandbull supportMauritiusasaregionalleader
CHAIRMANrsquoS STATEMENT
Initiatives and HighlightsOne of the key highlights of the year was undoubtedly celebrating our 5th Anniversary with our members and sponsors at Angsana Balaclava on 17th May 2013 with our guest of honour the President of the Republic of Mauritius This was also the opportunity for the MIoD to recognise the role of the National Committee on Corporate Governance in initiating the creation of an Institute of Directors in Mauritius Over the years the NCCG has continued to support the MIoD by collaborating on workshops conferences and future research
The MIoDlsquos key role at the forefront of good corporate governance is to develop better informed and more effective directors In the past year the MIoD has continued to provide practical guidance and a better understanding of the various aspects of corporate governance by helping directors improve their knowledge and skills We have invited several high profile overseas guest speakers and facilitators including Prof Mervyn King Dr Teodorina Lessidrenska Linda de Beer Chris Pierce Phil Armstrong Mike Saunders Bert van Walbeek Maggie Gorse Guillermo Miranda Prof Deon Rossouw Alison Dillon Kibirige and Dr Graeme Codrington
Throughout the year we have also benefited from the expertise of our team of local trainers and facilitators as well as many local experts whom I would like to thank whole heartedly for their support
We have renewed our successful collaboration with the Ethics Institute of South Africa (EthicsSA) and take this opportunity to thank them and the IFC Global Corporate Governance Forum for the use of their training materials as well as for their invaluable support
We have increased our range of corporate services this year to includebull InHouseTrainingbull BoardAppraisalsbull CorporateGovernanceAssessmentsbull EthicsRiskAssessmentsbull CodeofConductDevelopmentbull EthicsOfficerTrainingandCertificationandbull EthicsManagementConsultingandTraining
The last year has seen some significant new initiatives at the MIoD The Directors Forum is gradually establishing its role as an Advisory Council to the MIoD focusing on Directorsrsquo issues and through the Forumrsquos expertise and representation providing guidance on key issues of governance and directorship in Mauritius In September 2012 the Forum launched its first publication Best Practice Guidelines for the Appointment of Directors The Directors Forum is currently working on its next publication an Ethics Guide for Boards which should be launched in September 2013 The Forum also has a sub-committee dedicated to the public sector We take this opportunity to thank all those who serve pro-bono on
the Directors Forum for their commitment to the cause of good corporate governance and better boards
The MIoD also undertook to measure its Ecological Footprint and as result will look at how we can reduce our footprint in the coming years In addition the Board as part of our strategy to be a model of corporate governance has decided that this yearrsquos Annual Report should be an Integrated Report with two new sections ndash a Sustainability Report and a Global Reporting Initiative (GRI) Content Index We hope this will encourage other companies in Mauritius to follow this initiative In the medium to long term the objective is to positively influence all our stakeholders The Sustainability Report proposes concrete actions that will be carried out in the 2013-4 financial year demonstrating MIoDrsquos commitment to internalise sustainability practices in its operations and those of its valued stakeholders In order to support Mauritius as a regional leader the MIoD in collaboration with the Institute of Directors Southern Africa (IoDSA) has been spearheading the setting up of an African Corporate Governance Network (ACGN) With the current focus on growth and development in Africa good corporate governance and capacity building in this area is highly important 12 Institutes from across Africa have come together and the ACGN will be formally launched on 16 October 2013 in Mauritius
The year ahead brings some other exciting events and initiatives including our 2nd International Conference on 17 and 18 October 2013 this time in collaboration with IODSA on the theme ldquoAfricaRising Corporate Governance for Sustainability The Road Map for Value Creation rdquo We have invited a distinguished list of international speakers and we see this Conference as an opportunity to promote Mauritius as the gateway to Africa and as a regional leader in the global governance landscape
In the coming year we will also be launching the Audit Committee Forum recognising the key role that audit committees play in ensuring good Corporate Governance and as a way of providing audit committee members and other directors with a resource to help them to keep up-to-date on current and emerging issues
Continued GrowthThe MIoD remains a private independent not-for-profit membership organisation regulated by the Companies Act We depend on membership and our membership growth continues on target testifying to the interest in our activities The Institute is made up of individual members whom we are here to serve We thank you for your continued support
We have however been less successful this last year in attracting young professionals whom we see as the future directors of tomorrow and this will be a focus for us to work on in the coming year reviewing our image and benefits for this category of member
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport12 13
Deva ArmoogumChairman
Our ValuesIntegrityLeading Mauritian corporations and institutions to international best practice in corporate governance while upholding the highest ethical moral and professional conduct
ExcellenceAiming for excellence in all we do and being passionate about our values
AccountabilityActing responsibly and demonstrating accountability for our decisions
Knowledge and ForesightPromoting the learning and continuous development of our members and the acquisition of planning and transformational skills
Teamwork and InnovationWorking together in mutual respect towards a common goal recognizing that innovation comes from harnessing diversity
TransparencyOperating in a fair and transparent manner and devoting time for the benefit of the Institute and its members
Founders and PatronsThe continued support of our Founders and Patrons has been crucial to the success so far of the MIoD Without this support in its first 5 years the MIoD would have struggled to operate and achieve its objectives With our 5th Anniversary milestone also comes the end of the 5 year agreement that was made with the Founder and original Patron Organisations We are in the process of seeking their renewed support and I am pleased to advise that the vast majority have advised us that they will continue to support the MIoD This shows their commitment to the promotion of effective corporate governance and global business standards in Mauritius We gratefully acknowledge the significant contribution of all our Founders and Patrons
AppreciationThe MIoDrsquos achievements would not be possible without the dedication and commitment of my fellow directors who serve on a voluntary pro-bono basis and I thank them all for their support during the last 12 months Under the able leadership of the CEO the MIoD team has grown to 6 this year with the appointment of an Executive Secretary and a Membership and Marketing Officer I thank them all for their valuable contributions and hard work in ensuring that the MIoD meets its objectives It has been my pleasure to work with them all this year
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport14 15
DESCRIPTION
Total number of members
Membership retention - of
members who have left total
Increase Associate members
No Company Directors
Customer-driven service excellence
and responsiveness
Developing and delivering a
range of benefits and services for
members
Total no public training workshops
Total no participants
Total no members attending
Develop team of trainers
Surpluses as per budget
Customer satisfaction rate
No membership events
Attendance
Conference
Newsletter
Initiate research and publications
on issues of major interest to
directors
Build a voice that is influential and
respected
Build our brand recognition and
increase MIoD visibility with regular
PR and media coverage
Develop key strategic partnerships
links and networks with local
regional and international
organisations
TARGET
200 new members
Retention 95
5 of membership
75 of company directors total
95 members satisfaction rate
-Benchmark survey members and
review benefits
-Membership Card updated
30
Average 25 participants per
workshop
50 Members participants
Fully utilise current team of 6
Rs 1343000
95 workshop participants satisfied
or very satisfied
5
Min 70
Dates partners programme venue
and sponsors agreed for 2013
4 pa
2 papers published
-Develop the Directors Forum
-Monthly meetings
-Min 75 active participation
-12 press releases pa
-Retainer spend media coverage 15
-Advertising Value Equivalency 115
-5th Anniversary Event
-min 2 new reciprocal links with
international organisations
-work to develop African Network
-work to develop French speaking
Network
RESULTS
194
91
3
63
97
-Survey conducted- 66 responses
(8)
-Membership Card updated
43
29
57
11 accredited trainers and facilitators
Rs 1572022
95
4
Average 100
Conference planned 17 -18 October
2013
4
1 published and 1 in editing stage
Monthly Forum Meeting
Active attendance 74
15
16
126
Held on 17 May 2013
-New links with IODs in Brazil and
Zimbabwe
-ACGN Network to be launched 16
October 2013
-No progress on French speaking
network
KEY STRATEGIC OBJECTIVE
Membership Growth
Training amp Education
Events
Communications
Publications
Advocacy
Visibility and Brand
Development
Links and Networks
DIRECTORSrsquo REPORT
1 Our StrategyIn the light of the strategic planning sessions held by the Board in November 2012 the vision and mission of the MIoD were reviewed in line with our values and updated to take into account feedback from the stakeholders of the MIoD
New Vision and MissionOur Vision is to be the preferred professional organisation for directors and aspiring directors as well as business leaders and Our Mission is to champion best business practices and effective corporate governance supporting Mauritius as a regional leader and to be the voice of Directors through training and certification programmes workshops and networking events advocacy research and thought leadership reaching out to both private and public sector enterprises
The strategic objectives of the MIoD as developed in its new three year (2013-2016) strategic plan address the key challenges and critical issues which were identified asbull assuring the long term sustainability of the Institutebull establishing the legitimacy of the MIoDbull attracting non-Directors Associates and members from the Public Sector as well as seasoned Directors andbull maintaining existing Founders and Patrons and attracting new Patrons
2 Risk ManagementThe MIoD Risk Register is regularly updated and includes this year an ethics risk assessment completed in August 2012 a review of our members Code of Conduct and the introduction of a Whistleblowing Policy A Business Continuity Plan was also approved and now needs to be fully tested
Our current reliance on funding by Founders and Patrons was reviewed and a sector analysis undertaken to ensure we are not vulnerable to financial downturn in any one sector while continuing to seek new Patrons and assurances from current Founders and Patrons as to their continued support
Debtor management has been improved with the implementation last year of Pastel and by improved procedures this year
IT security is ensured by daily back up of accounts and key data and a full back up every 15 days is held off site
3 Integrated ReportThe Integrated Report produced for the first time this year is part of our objective to be a role model of good Corporate Governance and best practice The MIoD recognizes that it operates within a social and economic environment and that its long term interest is to conduct itself as a ldquoresponsible corporate citizenrdquo For its ecological footprint the MIoD has worked with ELIA - Ecological Living in Action the successful tenderer The approach used has been one of learning-by-doing to build the internal capacity of MIoD to develop its Integrated Report on an annual basis and to use it as a strategic tool for fostering leadership in corporate governance The Footprint Report for 20123 is available on our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage The MIoD is now working towards Level C GRI certification and will continue to improve its Integrated Reporting based on the feedback obtained from stakeholders and in line with best practice
4 Key Performance Indicators The strategic objectives are translated into Key Performance Indicators (KPIs) which are regularly monitored by the Board to ensure that the objectives of the MIoD are met The KPIs for 2012-3 were
bull Engagement(withallstakeholders)bull Professionalism(qualityandhighstandards)bull Accessibility(cost)bull Responsiveness(serviceandreactivity)bull Openness(transparency)bull Model(leadershipandintegrity)bull Learningandsharing(knowledgeandinformation)bull Innovativeandcreative(dynamic)
Our Value Drivers
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport16 17
DESCRIPTION
-Ensure the resources and
systems are in place to achieve
the KPIs
-Team MIoD motivated to deliver
service standards and achieve
KPIs
Continued funding of 15
Founders and 23 Patrons
Surplus as per budget
Risk Register
Debtors
Risk Exposure
TARGET
-Recruit 1 additional admin team
member
-Explore recruitment of Executive
SecretaryCompany Secretary
-Training and Development plan
in action
-New website
Rs 5300000
Rs 69363
-Register mitigation in action and
updated quarterly
-Max 15 cumulative debtors as
of total revenues
-Max Rs 50000 bad debts
-Total revenues
-Funding 55
-Membership 25
-Training 15
-Other revenues 5
RESULTS
-Membership and Marketing
Officer and Executive Secretary
appointed
-Training and Development plan
in place
-New website under construction
Rs 5358333
Rs 353508
-Risk Register up to date
-Bad debts = 005 of total
debtors
-Max Rs 50000
- Funding 35
-Membership 15
-Training amp others 46
-Interest Income 4
KEY STRATEGIC OBJECTIVE
People Processes Technology
Funding
Finances
Risks
5 Founders and Patrons
The generous contributions and support of our Founders and Patrons were publicly acknowledged by the MIoD during the 5th anniversary celebrations where commemorative certificates were presented to them
With that milestone came also the end of the 5 year agreement that was made with the original Founders and Patrons They have all been approached to seek their continuing support for the MIoDrsquos work and we are pleased to report that 90 have so far agreed to renew their support for another period of five years
The trust placed in the MIoD by our Founders and Patrons helps us to continue in our mission to champion best business practices and effective corporate governance supporting Mauritius as a regional leader and to be the voice of Directors through training and certification programmes workshops and networking events advocacy research and thought leadership reaching out to both private and public sector enterprises
Founders and patrons contributed 35 of our revenue
6 Membership
Membership has increased by 27 and is in line with our target We are forecasting continued growth with 200 new members per annum for the next 3 years We have not been as successful in attracting Associates compared to other categories of members and we are in the process of reviewing the benefits package for Associates as well as our communications strategy for this market segment
63 of our members are directors but we continue to focus on the recruitment and nurturing of aspiring directors and young professionals who will be the directors of tomorrow
Membership retention is 91 over the 5 year life of the MIoD 40 of the loss of membership is due to members moving overseas ill health or no longer being professionally active and 30 for non-payment of membership fees
New partners are added from time to time so please consult our website wwwmiodmu for updatesMembership fees and affinity revenues currently account for 15 of the total MIoD revenue
7 Directorsrsquo Register
The Directorsrsquo Register (the Register) was set up in 2011 to enable companies to find suitable independent directors for their boards It is made up of Members and Fellows of the MIoD who are senior executives or directors from cross sections of industries and professions This is a free service for members and allows them to promote themselves as a potential independent director to sit on the boards of other organisations There is a small fee for companies who wish to undertake a search but a free search is offered to our Founders or Patrons and to registered NGOs as part of our Corporate Social Responsibility
We currently have 136 members on the Register and are happy to report that the 21 director search requests were received during 2012-3 Since January 2013 the demand has increased substantially and we believe there will be a higher number of search requests in the future as boards diversify and continue to implement good governance best practices
As from 1 September 2013 all new Members and Fellows of the MIoD will automatically be added to the Register upon receiving their membership confirmation
8 Training and Education
Our recent membersrsquo survey shows that membersrsquo satisfaction is overall very high at 97 In our aim to be customer driven and responsive membersrsquo feedback is greatly valued and very useful for reviewing the services we offer
Our members have received a new Membership Card this year entitling them to discounts on products and services with a growing number of affinity partners which include
Number of new Patrons
5Founders and existing
Patrons who have renewed their support
90
Customer driven service excellence
and responsiveness
97
Customer satisfaction rating
95
Total number of members
850
Total number of workshops
43
Number of directors searches carried out
21
Membership retention (200813)
91
Total number of members attending
workshops
57
Number of members on the Directorsrsquo
Register
136Percentage of
members who are directors
63
Total number of in-house workshops
12
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport18 19
Training and education continues to be one of the key activities of the MIoD Our partnership with high profile international trainers coupled with local trainers and local experts has enabled us to deliver high quality training workshops with a very high satisfaction rate The MIoD has been approved as a Training Institute by the Mauritius Qualifications Authority All the MIoD workshops are MQA approved and qualify for HRDC refunds as well as Continuing Professional Development (CPD) units
We continue to work closely with the IFC Global Corporate Governance Forum (GCGF) and the Ethics Institute of South Africa whose materials we mainly use for all our workshops
During last year we have invited several high profile overseas guest speakers and facilitators including Prof Mervyn King Dr Teodorina Lessidrenska Linda de Beer Chris Pierce Phil Armstrong Mike Saunders Bert van Walbeek Maggie Gorse Guillermo Miranda Prof Deon Rossouw Alison Dillon Kibirige and Dr Graeme Codrington
We ran a 5 day Ethics Officer Certification Programme in collaboration with the Ethics Institute of South Africa for the 3rd consecutive year and have now trained over 30 Ethics Officers in Mauritius
Also this year in collaboration with the GCGF we ran a Training of Trainers workshop facilitated by Chris Pierce thus increasing our trainers and facilitators pool to 11
The MIoD also relies heavily on local expertise in all its workshops and again thanks are due to all those local presenters who have provided their collaboration the past year especially the members of the National Committee on Corporate Governance
9 Corporate Services
We have continued to diversify our activities and the MIoD is increasingly being asked to help with Board and Board Committee Appraisals Corporate Governance Reporting Corporate Governance Assessments Ethics Risk Assessments Code of Conduct Development and Ethics Management Consulting Our Information and Guidance services are also regularly consulted
The revenue derived from these activities has been incuded this year under training and education but will be accounted separately next year
10 Events
The MIoD held 4 members events in the last year including a networking event held at the Blue Penny Museum in Port Louis and another at the Maritim Hotel Balaclava
The Annual Membersrsquo Meeting was held on 26 September 2012 with Philip Armstrong Head of the IFC Global Corporate Governance Forum as guest speaker talking on the topic ldquoSelecting a Board ndash An Art or a Sciencerdquo
The MIoD also celebrated its 5th anniversary this year at Angsana Balaclava Mauritius The guest of honour for the event was the President of the Republic of Mauritius His Excellency Mr Rajkeswur Purryag GCSK GOSK The event was attended by over 125 members and guests
Our thanks go to Phoenix Beverages for their sponsorship of all these membersrsquo events
11 Communications Visibility and Brand Development
The MIoD continues to build our brand recognition and increase our visibility with regular PR and media coverage We have received extended coverage throughout the year of our workshops our overseas and local facilitators who have been
interviewed in the press as well as interviews with the Chairman and the CEO Retainer spend media coverage was above target at 16 as was Advertising Value Equivalency at 125
Our members have received regular communications from us on our workshops and events as well as our quarterly on line newsletters and our membersrsquo survey
During this year the MIoD has also increased its visibility and communications on social media especially LinkedIN Facebook and Twitter
12 Advocacy and Publications
The MIoD is more and more being recognised as a key stakeholder in the corporate governance arena both locally and regionally
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network and is working with 12 Directors Organisations from various African countries (Kenya Malawi Morocco Mozambique Nigeria Senegal Tanzania Uganda Zambia Zimbabwe as well as Mauritius and South Africa) towards the official launch of the African Corporate Governance Network in Mauritius on 16 October 2013 2 meetings of the ACGN have been held so far the first in Johannesburg sponsored by Standard Bank and the second in Harare sponsored by ACCA and attended by the World Bank the IFC NEPAD Business Foundation and Ernst amp Young
Locally the Directors Forum launched in January 2012 acts as an Advisory Council and a Technical Committee to the MIoD and has issued its first publication entitled lsquoBest Practice Guidelines for Appointment of Directorsrsquo A copy of the guideline and the resource pack can be obtained from the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage The Directors Forum sponsored by Phoenix Beverages and PwC is now working on its second publication ldquoAn Ethics Guide for Boardsrdquo
The Members of the Directors Forum are
Kim Andersen
Deva Armoogum
Patricia Day-Hookoomsing
Anwar Kaidoo
Danielle Lagesse
Ambrish Maharahaje
Benoit Maingard
Gerard Manuel
Jane Valls
Franccediloise White
Bruneau Woomed
James Benoit
Hanlie Blaise
Heba Capdevila-Jangerkhan
Virginie Corneillet
Robert Coutet
Sanju Deenapanray
Pierre Dinan
George Dumbell
Bryan Gujjalu
Michael Ho Wan Kau
David Hotte
Thierry Leung
Sham Mathura
Kiran Meetarbhan
Tim Taylor
Aisha Timol
Sheila Ujoodha
MIoD Trainers
Local Presenters
Our training calendar continues to offer a variety of workshops and topics and demand for public and in-house workshops has increased this year
Our library has grown and is being increasingly used by members as is our book ordering service
Training contributes 46 of the total MIoD revenue
Pierre Dinan ndash Chairman
Clairette Ah Hen
Deva Armoogum
Sunil Benimadhu
Prabha Chinien
Aruna Collendavalloo
Jean Paul de Chazal
Girish Dabeesing
Michael Ho Wan Kau
Gerard Garrioch
Dr Raj Jugurnath
Georges Leung Shing
Cyril Mayer
Giandev Moteea
Megh Pillay
Krish Ponnusamy
Anita Ramgutty-Wong
Aisha Timol
Jane Valls
Richard Wooding
Number of completed projects
5Number of
on going projects
4
Number of events held
4
Retainer Spend Media coverage
16
Building a voice that is influential and
respected
1 new forum
Average attendance per event
100
Retainer Spend Advertising value
Equivalency
125
Number of publications issued
1
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport20 21
The recommendations of the Directors Forum to the MIoD which were sent to the Minister of Finance for the 2012 Budget were on the followingbull urgencytorevisetheNationalCodeofCorporate Governancebull PublicSectorGovernancetoincludeDirectorsrsquoTrainingand Induction programmes and the Continuing Professional Development (CPD) of Directors and Senior Executivesbull sustainabilityndashrecommendationsforEbeneCybercitythe Environment and CSRbull annualreportstoenablesoftcopiesratherthanhard copies to be sent to shareholders andbull ITndashdecreaseininternetcostsandincreasein e-government
The MIoD collaborated again with PwC by sponsoring the Award for Risk Management Reporting as part of the PwC Corporate Reporting Awards The Award for 2012 was won by the Mauritius Commercial Bank Ltd
We have also in partnership with KMPG set up an Audit Committee Forum This Forum will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help Audit Committee members and their Boards enhance the effectiveness and integrity of the financial reporting process
The Forum will act as a technical resource or sounding board for current issues relevant to audit committees Information relating to governance risk management auditing accounting and financial reporting future changes and international developments will be researched discussed and debated by the Forum to prepare formal topical position papers and alerts
The first meeting took place on 23 July 2013 The members of the Forum are
For more information on the Forum please refer to our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD is working closely with the Ethics Institute of South Africa to conduct a baseline survey on the state of ethics in companies in Mauritius
Finally the MIoD is also collaborating with the ICAC and the JEC on a private sector anti-corruption initiative in Mauritius
13 Links and Networks
We have continued to work hard this year developing key strategic partnerships links and networks with local regional and international organisations
We have expanded our international network to include Brazil and Zimbabwe and have now established links with 7 Institutes of Directors around the world Our members can network and attend events held by these institutes at local membersrsquo rates The network will increase with the launch of the African Corporate Governance Network (ACGN) during our International Conference being organised in collaboration with the IoDSA in October 2013
During this year we have collaborated with organisations such as ACCA Bank of Mauritius the Competition Commission Ernst amp Young ESSEC the Financial Reporting Council IoDSA the Mauritius Bankers Association the National Committee on Corporate Governance the Office of Public Sector Governance and PwC and take this opportunity to thank them all for their valued support
We continue to work closely with the IFC Global Corporate Governance Forum and the Ethics Institute of South Africa our key training partners
To facilitate the sharing of information with key regulatory bodies we are presently in discussions with them to enter into Memorandum of Understandings
Georges Leung Shing (Chairman)
Alastair Bryce
John Chung
Jerome de Chasteauneuf
Jean Paul de Chazal
Pierre Dinan
Catherine Dvorak
Maurice Enouf
Jean-Michel Felix
Anil Gujadhur
Paul Halpin
Fabrice Koenig
Reneacute Lecleacutezio
Ali Mansoor
Sanjay Molaye
Madhvi Ramdin
Sheila Ujoodha
Jane Valls
14 People Processes Technology
We have this year taken on two new team members bringing the team to 6 including the CEO Rizwana Eathally joined us as Membership amp Marketing Officer in October 2012 and Tioumitra (Ambrish) Maharahaje joined us as Executive Secretary in March 2013 taking over as the MIoD Company Secretary as well as Executive Secretary of the Directors Forum and the Audit Committee Forum managing the Directorsrsquo Register and leading future research projects
Last year we upgraded our accounts system with Pastel and this has proved an invaluable investment This year we have undertaken to build a new interactive website and integrated CRM Both are nearly finalised and should be fully operational in September 2013
All our processes at the MIoD are continually evolving and being reviewed as we grow We have reviewed this year our Accounting Membership and Training Procedures as well as the management of our Members and Directorsrsquo Registers
15 Finances
Although our membership has increased substantially and continues to grow and our training programme and corporate services have expanded the MIOD continues to rely on the contributions of its Founders and Patrons These contributions enable membership of the MIoD attendance at its events and use of its services to be accessible to the maximum number of people by keeping our fees at an affordable level
Accumulated funds have been placed on fixed deposits with the Mauritius Post and Cooperative Bank this being renegotiated at regular intervals
The MIoD has again this year made a small surplus of Rs 353508 for the year which is above targeted results
16 The Coming YearThe MIoD has a new three year business plan and will continue to focus on membership growth particularly for Associate members but also membership from the public sector and from more seasoned directors During the coming year we will
be undertaking a branding exercise to evaluate our image and encouraging greater stakeholder engagement to ensure excellent customer service and responsiveness through an Annual Members Forum and Survey and by establishing MOUs with key regulators
Ensuring high quality training and education remains a key objective by continuing to provide an innovative and interesting training programme with our team of 11 local trainers and consultants as well as high level overseas facilitators In 20134 this will include a Thought Leadership Programme and we hope to work more closely with the public sector We will also introduce information and consulting services and set up a Research unit to undertake research into directorsrsquo remuneration business ethics and board practices in Mauritius
The Audit Committee Forum will also start to operate and build capacity and the Directors Forum will continue to establish itself as the voice of Directors
As part of our Corporate Social Responsibility we will continue to offer pro-bono Directors Searches and Corporate Governance and Skills training for registered NGOs
We will follow up on the improvement of our Ecological Footprint by focusing on the reduction of our use of paper plastic and improving the quality of the food served at our workshops
Our new website will be launched shortly along with our new Customer Relationship Management system and our presence on LinkedIn Twitter and Facebook will be reinforced
The highlight of the coming year will undoubtedly be the launch of the African Corporate Governance Network on 16 October and our International Conference being organised in collaboration with the IoDSA on 17 and 18 October on the theme ldquoAfrica Rising Governance for Sustainability the Road Map for Value Creationrdquo with a big line up of distinguished speakers led by Baroness Lynda Chalker
Signed on behalf of the Board
Links with other IoDs
7Member
organisations in the ACGN
12
Total number of employees
6
Surplus 2012-3
Rs 352508
Accumulated Fund
Rs 4775300
New website and CRM system to be
launched
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
Date 21 August 2013
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
2nd Meeting of the ACGN Harare June 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport22 23
CORPORATE GOVERNANCE REPORT
1Compliance StatementIn accordance with its mission statement the Mauritius Institute of Directors (lsquoMIoDrsquo or the lsquoCompanyrsquo) is committed to applying the principles of good corporate governance in its operations Rather than adopting a lsquotick the boxrsquo approach to complying with the Code the MIoD has embedded the principles of the Code in its day to day operations
During the year the MIoD has complied with all material aspects of the principles of the Code Given that it has only six employees the Board considers that it functions effectively with only one Executive Director namely the CEO
2Corporate Details and Holding StructureIncorporated in Mauritius as a public company limited by guarantee on 11 February 2008 the MIoD is a non-profit organization engaged in the promotion of good corporate governance in Mauritius and training and development
The rights powers duties and obligations of the Company the Board each director and the members of the Company are governed by the Constitution of the Company and the Companies Act 2001
The constitution of the MIoD provides that inter alia21 every member irrespective of his class of membership including a person who has been a member at any time within 12 months from the effective date of the winding up of the Institute shall in the event of the Company having a deficit in disposable assets over its liabilities contribute a maximum of one hundred (100) Mauritian Rupees to the assets of the Company in the event of it being wound up22 the monies collected shall be applied for the payment of the debts and liabilities of the Company and the payment of the costs charges and expenses associated with the winding up the Company and23 the Directors are prohibited from making any form of distribution including distributing dividends returns of capital income or profits of the Company to the Members However the Company shall use any surplus funds in any year to pursue the goals set out in Article 5 of this Constitution
The full version of the constitution is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
3 The BoardFrom 1 June 2012 to 7 February 2013 the Board of the MIoD was comprised of 12 directors (6 male and 6 female) of whom 11 were independent directors and one was classified as an Executive Director namely the Chief Executive Officer (CEO)
A vacancy arose on the Board on 7 February 2013 when Mrs Aruna Collendavelloo stepped down as director of the Company As there was no urgent need to appoint a replacement and on the recommendation of the Nominations and Membership Committee it was resolved that such vacancy would be filled at the Annual Meeting of Members (AMM) scheduled on 25 September 2013
The profiles of the directors are set out on pages 7 to 9 of the report
Mr Deva Armoogum was appointed as Chairman of the Board by his fellow directors following the AMM held on 26 September 2012
For the year under review the Board considered its composition as adequately balanced and that the directors had the appropriate range of skills expertise and experience required to carry out their duties properly in order to serve the interests of all the stakeholders and provide effective corporate governance
The Constitution of the Company provides that with the exception of the Chief Executive Officer every other director shall be eligible for reappointment for a maximum of five consecutive years
In line with the Code all directors who meet the eligibility criteria stand for re-election at the AMM on the recommendation of the Nominations and Membership Committee
Messrs Deva Armoogum Georges Leung Shing and Mrs Danielle Lagesse having reached their term of office will not stand for re-election at the next AMM Mr Vaughan Heberden has also indicated that he will be stepping down at the next AMM The Nominations and Membership Committee has thus reviewed the skills competencies and experience required to enable the Board to function efficiently as well as the profile of the directors eligible for re-election Their contribution to board and committee meetings were also considered
Pursuant to such review the Nominations and Membership Committee has recommended that the following directors be considered for re-election at the Annual Meeting
1 James Benoit2 Ravin Lama3 Heba Jangeerkhan4 Patricia Day-Hookoomsing5 Catherine Dvorak6 Richard Wooding
As regards the five remaining vacancies on the Board the Committee has recommended that candidates with a background in the legal and accounting fields as well as in corporate governance matters be considered for election as director of the Company
A notice inviting members to apply for consideration as director of the Company was issued on 21 May 2013
On appointment to the Board new directors receive a comprehensive induction pack from the Company Secretary and the CEO and have informal meetings with the Chairman fellow Board members Nominations and Membership Committee the CEO and the employees of the MIoD The functions and responsibilities of the Chairman and CEO are separate
The Chairman and the CEO in collaboration with the Company Secretary agreed on the Board meeting calendar for the year and the Board meeting agendas in advance to ensure adequate coverage of key issues throughout the year Board packs are usually sent to the directors five days in advance
All directors have access to the Company Secretary and CEO to discuss issues or to obtain information on specific areas or items to be considered at Board meetings or any other area they consider appropriate Directors attend Board meetings unless exceptional circumstances prevent them from so doing
Furthermore the directors have the right to request independent professional advice at the expense of the Company The Board also invites third parties with relevant experience and expertise to attend board meetings as and when required
Besides Board meetings decisions are also taken through written Board resolutions as and when required
The attendance of directors at board and committee meetings is set out in the table on page 26
The profiles of the senior management team are set out at page 9 of the report
4 Board CommitteesThe Board of the MIoD has set up the following committees to assist in the execution of its responsibilitiesbull AuditandRiskCommitteebull CorporateGovernanceCommitteebull EducationCommitteebull NominationsandMembershipCommitteeThe chartersterms of reference of the committees are available for consultation on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
ldquoYour directors met seven times during
the year under review In addition two
offsite meetings were held to discuss the
strategic plan of the MIoD The Board also
received regular reports from the CEO
on the activities of the Company Board
deliberations were characterised by open
and frank discussions and provided a
forum for challenging and constructive
debates The Board also received reports
from the chairmen of the various
subcommitteesrdquo ndash Deva Armoogum
(Chairman - Board)
41 Audit and Risk Committee (ARC)The ARC is composed of three directors namely Georges Leung Shing (Chairman) Catherine Dvorak and Richard Wooding The Company Secretary acts as secretary of the committee The CEO is also in attendance at the meetings of the ARC as well as the Accountant and the External Auditor when required
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport24 25
ldquoThe Committee met three times during
the financial year 2012-3 Besides
reviewing the companyrsquos accounting
policy and procedures management
accounts the financial statements and
the Annual Report 2012 the Committee
reviewed its own terms of reference The
MIoD thus now requires its lead audit
partner to be rotated every five years
The risk register of the MIoD was also
updated and two new risks ndash debtorsrsquo
collection and credit risks- were added
to the register To give assurance to the
Board and the members that the internal
controls systems of the Company are well
maintained and as best practice we have
decided to commission an audit of the
accounting policies and procedures This
exercise will be conducted in the financial
year 2013-4rdquo Georges Leung Shing ndash
Chairman ARC
ldquoThe Corporate Governance Committee
was active during the last financial year
in its mission to improve the governance
of the MIoD We met thrice during the
year and considered several policies
regarding matters such as human
resources business continuity planning
whistleblowing media interaction
as well as data protection During
the year Ecological Living in Action
was commissioned to undertake the
evaluation of the Institutersquos Ecological
Footprint and the Committee approved
the final report and recommendations
Besides reviewing the non-financial
part of the Annual Report we also
worked on the framework for the first
integrated report issued this year The
Committee also recommended as part
of its corporate social responsibility
programme that the MIoD shall offer pro-
bono training on corporate governance
to registered non-governmental
organisations as well as using its Directors
Register to conduct pro bono searches for
such organisationsrdquo Vaughan Heberden ndash
Chairman GGC
The ARCrsquos main responsibilities are to assist the Board of directors in fulfilling its oversight responsibilities forbull theintegrityoftheCompanyrsquosfinancialstatementsbull theCompanyrsquoscompliancewithlegalandregulatory requirementsbull theindependentauditorrsquosqualificationsindependence and performance bull theeffectivenessoftheCompanyrsquosinternalcontrolsbull thereviewofanyaccountingorauditingconcerns identifiedbull monitoringofdebtorsandbull thereviewoftheriskphilosophystrategyandpolicyand assessment of the quality of the risk management process
53 Education Committee (EC)The EC is composed of six directors namely James Benoit (Chairman) Ravin Lama Danielle Lagesse Patricia Day-Hookoomsing Richard Wooding and Jane Valls The Company Secretary acts as secretary of the committee
The Committee is responsible for all matters regarding training and education activities of the MIoD aimed at the promotion and achievement of its objectives
54 Nominations and Membership Committee (NMC)The NMC is composed of four directors namely Deva Armoogum (Chairman) Georges Leung Shing Heba Capdevila-Jangeerkhan Aruna Collendavelloo (up to 7 February 2013) and James Benoit (as from 10 April 2013) The CEO is in attendance at the meetings and the Company Secretary acts as secretary of the committeeThe Committee is responsible for all matters concerning membership of the MIoD as outlined in its Constitution and for recommending to the Board candidates to be appointed as directors to the Board as well as all employeesrsquo remuneration
The Committee has a separate set of clear and transparent published procedures and distinct terms of reference for the nomination of directors and for the admission of new members
ldquo2012-3 was an eventful year for the EC
Four meetings were held during the year
Besides the 12 training courses of the
Director Development Programme which
are proposed annually some 24 training
workshops were planned by the MIoD on
several new topics such as Social Media
Skills Running an AGM Marketing for
the Asian Market Marketing Strategy
Effective Company Secretaries Duties
and Rights of Minority Shareholders and
Unfair Competition and Anti-Competitive
Behaviours We helped to build capacity
in the corporate governance field by
sponsoring a lsquotrain the trainersrsquo session
on corporate governance bringing
the number of IFC certified trainers in
corporate governance to 11
Our courses continue to be well attended
with an average of 29 participants per
workshop and we are pleased to report
that the satisfaction rating has remained
above average at 95 The Committee has
worked on the development of a lsquoThought
Leadership Programmersquo in collaboration
with TommorrowToday which will be
launched shortly The Committee has also
contributed to the planning of the second
international conference entitled lsquoAfrica
Rising Governance for Sustainability
The Road Map for Value Creationrsquo which
will take place in Mauritius on the 17-18
October 2013 and has received regular
progress reports from the CEOrdquo James
Benoit ndash Chairman EC
42 Corporate Governance Committee (CGC)The CGC is composed of four directors namely Vaughan Heberden (Chairman) Danielle Lagesse Aurna Collendavelloo (up to 7 February 2013) Catherine Dvorak (as from 10 April 2013) and Jane Valls The Company Secretary acts as secretary of the committeeThe CGC makes recommendations to the Board on all Corporate Governance provisions to be adopted to enhance compliance with prevailing governance principles and practices
5th Anniversary members networking evening
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport26 27
ldquoDuring the year the Nominations and Membership Committee met twice and approved
194 new members Building on the qualitative research conducted by TNS Analysis on
the Associate memberrsquos category we identified new strategies to attract more associate
members which will be implemented in 2013 With regards to nominations as three
directorswillreachtheirtermofofficeatthe2013AnnualMeetingofMembers(AMM)and
following a vacancy which arose on the board during the course of the year as well as one
director who will be stepping down at the AMM the Committee reviewed the composition
of the Board to identify the profiles of prospective directors The nomination notice was
issued on 21 May 2013 to invite members to send their candidature for election at the AMM
scheduled on 25 September 2013rdquo Deva Armoogum ndash Chairman NMC
Attendance at meetings
ARMOOGUM Devapragassen
BENOIT James
CAPDEVILA-JANGEERKHAN Heba1
COLLENDAVELLOO Aruna2
DAY-HOOKOOMSING Patricia1
DINAN Pierre3
DVORAK Catherine
HEBERDEN Vaughan
LAGESSE Danielle
LAMA Ravin
LEUNG SHING Georges
SUDHOO Arjoon3
THOMAS Appalsamy3
VALLS Jane Elizabeth Orde
WOODING Richard
Board
77
57
55
33
45
12
57
57
67
47
77
02
22
77
47
ARC
na
11
na
na
na
na
33
na
na
na
23
11
na
33
02
EC
11
13
na
na
23
na
na
01
44
34
na
na
na
44
14
NMC
22
11
11
na
na
na
na
na
na
na
22
na
11
22
na
CGC
na
na
na
11
na
na
na
22
33
na
na
01
na
33
11
in attendance1 Appointed at AMM held on 26 September 20122 Appointed at AMM held on 26 September 2012 and resigned on 7 February 20133 Resigned at AMM held on 26 September 2012
5Board Performance and Evaluation An evaluation of the Boardrsquos performance is undertaken every year and reviewed with the objective of improving its performance procedures practices and administration and those of its Committees as well as the overall achievement of the Companyrsquos Vision Mission Values and Objectives The last Board Evaluation Report in August 2012 identified the following key area for improvement the need for the Board to become more strategic and less operational As a result 2 half day Board strategy off-sites were held in November 2012 and the Board agenda now focuses on key strategic and important issues first
6 Conflicts of InterestThe Boardrsquos policy on conflicts of interest with which all employees and directors are expected to comply is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
7 Statement of Remuneration PhilosophyThe NMC is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position and at levels which take into account industry and market benchmarks
The Non-Executive Directors are not remunerated for serving on the Board
The total remuneration of the CEO for the year was
Name Remuneration VALLS Jane Elizabeth Orde Rs 3629715
8 Annual Meeting of MembersAs at 30 June 2013 the MIoD had 850 membersThe MIoD communicates to its members through its Annual Report publications newsletters website emails and Annual Members Meeting The key members events held during the year were
10 Internal Control and Risk Management(a) Risk ManagementThe Board is responsible for the process of risk management which incorporates internal control and audit and has delegated its overall responsibility to the ARC The ARC assists the Board in fulfilling its responsibilities by monitoring decisions and processes designed to ensure the integrity of financial reporting and sound systems of internal control and risk management Management is accountable to the Board to establish processes and procedures for identifying evaluating and managing any significant risks faced by the Company
A full risk analysis has been undertaken and a register of key risks has been established and presented to the ARC for the appropriate mitigation actions and decisions to be taken
The key risks identified and which require monitoring are as followsbull reputationbull lossofFoundersandPatronsfundingespeciallyafterthe initial 5 year periodbull technologyfailureanddatalossbull naturaldisastersandbull creditriskattributabletotradereceivables
These risks are being addressed in the following waysbull anethicsriskassessmentwascompletedinAugust2012bull theMIoDCodeofConducthasbeenreviewedbull aWhistleblowingPolicyhasbeenimplementedbull theMIoDhasputinplaceanew3yearbusinessplanto ensure its sustainabilitybull aDisasterRecoveryandBusinessContinuityPlanhasbeen put in place and now needs to be testedbull improveddebtormanagementandregularfollowupbull currentrelianceonfundingbyFoundersandPatronshas been reviewed and a sector analysis undertaken to ensure limited vulnerability to a financial downturn in any one sectorbull 5newPatronshavebeensecuredbull theoriginalFoundersandPatronscontinuedsupporthas been sought and secured andbull ITsecurityhasalsobeenreviewedandimproved
(b) Internal ControlCays Associates was appointed in May 2010 to look after the MIoDrsquos accounts Segregation of duties is ensured for approval of all purchases payments of bills and signing of cheques Cash transactions are limited and receipts are immediately issued A new Pastel software accounting system has been introduced to further improve the management of accounts and debtors
(c) External AuditMoore Stephens was re-appointed as external auditor for the year 2012-3 No non-audit services were rendered by the external auditor
1 Members Networking Evening at the Blue Penny Museum2 Annual Meeting of Members at La Grande Cannelle Domaine les Pailles3 Members Networking Evening at the Maritim Hotel Balaclava4 5th Anniversary event at Angsana Balaclava
31 August 2012
26 September 2012
30 November 2012
17 May 2013
9 Share PriceThe Company is not listed on any stock exchange and share price information is therefore not applicable
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport28 29
11 Corporate Social Responsibility (CSR)The Company is a non-profit organization and is therefore not accountable for CSR contributions The MIoD has however decided this year to implement a corporate social responsibility programme which consists of the offer of pro-bono training on corporate governance to registered non-governmental organisations as well as using its Directorsrsquo Register to conduct pro-bono searches for such organisations
12 EthicsThe Companyrsquos Code of Conduct was reviewed and updated on 15 July 2012 The members of the Company are expected at all times to act in such a way as not to bring themselves or the MIoD into disrepute They are also expected to comply with the Code of Conduct of the MIoD which provides guidance on behaviour to be adopted by the members
The MIoD has this year implemented a Whistleblowing Policy
The Code of Conduct and the Whistleblowing Policy are available on the website of the MIoD
Two of the MIoD team have undertaken Ethics Officer training this year bringing the total number who have undergone this training to three
13 EnvironmentTo support the MIoD in its endeavour to promote corporate sustainability in Mauritius an exercise was undertaken to calculate the MIoDrsquos Ecological Footprint (EF)
Please refer to the sustainability report on pages 29 to 36 for more information on this matter
14 Health and SafetyThe Company complies with health and safety legislations No incidents have been reported during the year
15 Social IssuesThe Company is an equal opportunities employer and considers the welfare and development of its employees to be very important
Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD workshops and events as well as external training for their professional development Team building exercises are held regularly to reinforce team values and teamwork
Please consult our website to know more about our HR policies and practices wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
16 Related Party TransactionsThe MIoD has procured training services from Consultancy Company Limited amongst other service providers since 2011 With the nomination of Mrs Patricia Day-Hookoomsing as a Director of the MIoD in September 2012 such services are now recorded as a related party transaction and disclosed in the Financial Statements in note 13
17 Management AgreementsNo management agreement has been entered into by the Company
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
21 August 2013
1 Report Content and Reporting ParametersThis report marks two significant milestones for the MIoD It is the MIoDrsquos first Integrated Report and it also marks the first time that the GRI framework has been adopted for sustainability reporting by the MIoD These milestones are timely and are squarely aligned with MIoDrsquos position in the market to promote corporate sustainability and to lead by exampleThe integrated report has adopted the G31 guidelines of the Global Reporting Initiative and it reflects MIoDrsquos commitment to provide a transparent and fair review of its strategy performance and activities in 2012-3 to its stakeholders The triple bottom line reporting has endeavoured to provide an open and honest summary of the social economic and environmental impacts stemming from our activities and commitments practices objectives and performance results regarding the management of our impacts The report contains a combination of quantitative and qualitative impactsMIoD has also adopted a learning-by-doing approach to internalise integrated sustainability reporting as a strategic management tool To reflect this approach we have realised this report in the GRI Level C application with the view that MIoD will graduate progressively to higher level reporting over time It is understood that the learning-by-doing approach implies that the processes tools and methodologies applied to identify prioritise and validate report content and reporting parameters will evolve over time Nevertheless the processes tools and methodologies are systemic and have been applied systematically to allow year-on-year comparisons of MIoDrsquos performance This is even more so because MIoD is a relatively young organisation that holds a unique position vis-agrave-vis its stakeholdersWe have used GRI Reporting Standard principles in determining the scope of the report content structure and quality and data calculation and disclosure techniques The content of this report discloses MIoDrsquos performance for the period starting July 1 2012 and ending June 30 2013
2 Report Scope amp BoundaryThe activities of MIoD cover the geographical area of the Republic of Mauritius and most of these activities take place in the island of Mauritius The report boundary is therefore the activities of MIoD in Mauritius In addition to GRIrsquos Sustainability Reporting Guidelines (GRI 31) the report also follows the International Financial Reporting Standards (IFRS) for financial reporting and the Code of Corporate Governance of Mauritius 2004 Boundaries for non-financial data collection are consistent with our financial reporting thus aligning financial environmental and social reporting Since stakeholder inclusiveness is a cross-cutting issue in determining the content and scope of reporting we have attempted to take into consideration the expectations of our stakeholders as well as to quantify or qualify the impacts of our activities on their well-being including present and future considerations and to take remedial actions Our stakeholder engagement processes are discussed below
3 Determining Report ContentGuided by the G31 reporting guidelines and principles and technical protocol the following criteria have been observed in preparing this reportStakeholder inclusivenessStakeholder identification and engagement have been carried out using a combination of three methods namely (1) market knowledge by virtue of being the main organization mandated to foster the development of corporate governance at the level of Boards and upper management in Mauritius (2) value-chain analysis to establish the entire supply chain of MIoDrsquos services including the enabling environment and business providers and (3) on-going surveys with existing and potential members
The stakeholders of the MIoD are set out below
MIoD appreciates the benefits derived from stakeholder engagement and endeavours to maintain close proximity with key stakeholders We carry out membership surveys ethics risk assessments and on-going evaluations of our training programmes to identify and address issues that are relevant to our stakeholders and also to engage our stakeholders in assessing MIoDrsquos performance risks and opportunities For instance the following examples are pertinent
bull MIoDcarriedout43publictrainingworkshopsinvolving1262 participants during the reporting period and each one was accompanied by a written evaluation The response rate across all the courses was close to 90 with a 95 customer satisfaction rate Please refer to page 17 of the Report)bull InJuly2011anEthicsRiskAssessmenthasenabledkeystakeholders to share their views and to highlight the key ethics risks for the MIoD The stakeholders included members MIoD directors suppliers employees media MIoD founders and patrons and MIoD partners The assessment combined questionnaire surveys interviews and focus group discussions and covered the following areas organisational culture financial operational governance conduct and behaviour of individuals relating to or
SUSTAINABILITY REPORT
FOUNDERS AND
PATRONS
DIRECTORS
FORUM amp
AUDIT
COMMITTEE
FORUM
KINDRED
ORGANISATIONS
amp PARTNERS
MEMBERS
THE
BOARD
MANAGEMENT
amp EMPLOYEES
CORPORATE
SECTOR ndash
PRIVATE AND
PUBLIC
POLICY
MAKERS AND
REGULATORS
SUPPLIERS
THE
COMMUNITY
THE
ENVIRONMENT
THE MEDIA
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport30 31
working with MIoD (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull InJuly2012MIoDalsocarriedoutaqualitativesurveyofthemotivations and needs of its Associate Members (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull PeriodiconlineandtelephonicmembersrsquosurveysThelastsurvey was completed in June 2012 and the latest one was completed by the end of June 2013 (a copy of the questionnaire can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull TheMIoDDirectorsForumcomposedofdirectorsfromtheprivate and the public sector acts as an advisory and technical committee to the MIoD and draws on the experience and knowledge of its members to represent the collective view of directors across a broad spectrum of organisations (a list of members of the Directors Forum can be found on page 19 of the Reportbull TheviewsofFoundersandPatronsoftheMIoDwhorepresent a cross section of public and private sector companies in Mauritius are sought in annual individual meetings while regular meetings with partner and kindred organisations provide feedback from these stakeholders andbull ByincorporatingtheimpactsofsuppliersontheEcologicalFootprint of MIoD (please see more in the section on Materiality below) thereby serving as a basis for involving suppliers in the value chain to take remedial actions in partnership with MIoD
Sustainability ContextAs a leading organization promoting corporate sustainability we consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic social and environmental fronts This is important on two counts namely (1) the increasing awareness in the Mauritian public and private sector for mainstreaming the three pillars of sustainable development and (2) the recognition that corporate sustainability can be a significant comparative advantage and differentiation strategy It is worth mentioning here that MIoDrsquos Integrated Report is squarely aligned with the newly adopted Maurice Ile Durable (MID) Policy Strategy and Action Plan of Mauritius especially concerning lsquoenhancing the corporate environment social responsibility and accountabilityrsquo (wwwmidmu ndash accessed 12 July 2013) The sectorial MID Strategy for employmenteconomy specifically refers to the use of GRI as a benchmark for developing a Sustainability Index for publicly listed companies
CompletenessWe have ensured that all the material topics and indicators covered in this report reflect completely the significant economic environmental and social impacts of our activities and enable our stakeholders to assess our performance in 2012-3 effectively
BalanceWe have attempted to present an unbiased picture of our performance by avoiding selections omissions or presentation formats that are reasonably likely to unduly or inappropriately influence the readerrsquos decision or judgment The report provides both favourable and unfavourable results as well as results that can influence the decisions of stakeholders in proportion to their materiality This is a commitment to MIoDrsquos transparency
ComparabilitySince this is the first integrated sustainability report results present the baseline data and information against which comparative performance analysis will be carried out in the future
AccuracyThe different data in this report have been presented both on a qualitative and quantitative basis In any case we have ensured openness in measurements and qualitative analyses while bearing in mind that data would need to be verifiable While the non-financial components of the present report have not been subject to an independent third party audit the processes methodologies and tools for generating and analysing quantitative and qualitative data were adopted because they lend themselves to such audits Where applicable such as in the case of Ecological Footprint analysis discussed below error analysis is provided to deal with uncertainties in measurements
TimelinessThis report will be issued for the purpose of the Annual Meeting of Members on 25 September 2013 It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting This open review process forms an integral part of the learning-by-doing approach
ClarityThis report has been presented in a manner that is understandable accessible and usable by our stakeholders As far as practicable graphics and data tables have been used to present information
ReliabilityInformation and processes used in the preparation of this report have been consistently gathered recorded compiled analysed and disclosed in a way that has been subject to constant examination by a competent internal team together with the help of an external consultancy firm with experience in integrated sustainability reporting using the GRI G31 Reporting Guidelines and Principles
MaterialityAccording to the GRI G31 Guidelines materiality has to be determined by considering the economic environmental and social impacts that cross a threshold in affecting the ability to
meet the needs of the present without compromising the needs of future generations Since the identification of thresholds is not trivial especially when considering long-term impacts or impacts where root causes and their effects are delocalised geographically and across different time horizons the methodology applied by MIoD to gauge materiality is evolving as it strives to better integrate sustainability across its entire spectrum of operations and services The underlying approach is to identify and prioritise those impacts that have a propensity to create preserve or erode economic environmental and social value for itself and its stakeholders In order to be methodological and systematic a combination of approaches has been used to determine materiality and the contents of this reportbull ThelegalrequirementsoftheRepublicofMauritiusInmanyinstances the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts and these thresholds are usually identified because of their materialitybull Adoptionofathoroughriskmanagementprocessthatallowsus to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative The risk management process also makes visible opportunities to better serve our stakeholdersbull Bykeepingacloseproximitywithourstakeholdersasexplained above under lsquoStakeholder Inclusivenessrsquobull IdentificationofinternalissuesthroughmeetingswithMIoDteam members as well as subscribing to continuous learning to better adhere to our policies values strategies targets and risk management processes andbull CarryingoutanEcologicalFootprintanalysisofouroperationsthat cover the impacts of the following (1) food (mainly provided by third parties during delivery of MIoD training) (2) consumables (3) utilities buildings and transport and (4) waste The first Ecological Footprint analysis was carried out for the calendar year 2012 (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage) and its results and recommendations were approved by the MIoDrsquos Board of Directors on 5 December 2012 The time period for the Ecological Footprint analysis has been revised to match the reporting period July 2012-June 2013 and the Footprint updated The analysis has been used to quantify impacts identify impacts of most significance and provide a basis for taking remedial actions across the value chain as discussed in this report Ecological Footprint analysis has been adopted as one way to deal with the difficulties in establishing thresholds for sustainability impacts The Ecological Footprint analysis also captures the ecological impacts of services delivered (except for electricity and primary energy consumption) by third party venues during MIoD training
MIoDrsquos materiality framework is evolving We are confident that the results presented here are sufficiently robust to instil confidence in the quality of the report The integrated Sustainability Report should be read in conjunction with our online resources
Validation is currently essentially an internally orientated process with authorisation by the CEO and Executive Secretary and ultimate approval of the Integrated Report by the Board of Directors
Performance indicators have been chosen for reporting purposes based on three main factors1 Results of the Ecological Footprint Analysis2 Our ability or maturity to respond and3 The opportunity for MIoD to grow and gain advantage from the impacts
The calculation of Performance Indicators has followed the GRI Indicator Protocols GHG emissions arising from the use of electricity has been calculated from the Grid Emission Factor of Mauritius using the methodological tool 07 ndash ie ldquoTool to calculate the emission factor for an electricity system (Version 0300) - proposed by the Clean Development Mechanism for calculating the operating margin (httpcdmunfcccintmethodologiesPAmethodologiestoolsam-tool-07-v300pdf )rdquo GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator (httpwww2icaointencarbonoffsetPagesdefaultaspx)
Re-statements of information are not applicable to MIoDrsquos first Integrated Report
4 Market Position41 Range of Ratios of Standard Entry Level Wage by Gender The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees Entry salaries are based on industry and market benchmarks the entrantrsquos educational level and relevant experience The Board Nominations Committee is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position
The MIoD employs 5 staff excluding the CEO ndash 3 female and 2 male The lowest male basic salary is Rs 28618 and the lowest female basic monthly salary is Rs 14478 There is no official minimum wage in Mauritius in our sector However as per the Ministry of Labour and the National Remuneration Order for Travel Agents and Tour Operators Workers a similar service sector the minimum wages prescribed for comparable jobs are as follows
bull SeniorAccountsClerkRs10306bull AdministrativeClerkRs8717
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport32 33
Based on this methodology the ratio of entry level wage by gender compared to local minimum wage for comparable jobs is 126 for male staff and 117 for female staff The apparent difference between the two ratios does not imply gender bias at MIoD since for any specific position a male or female employee would receive the same remuneration all else being equal
The MIoD is focused on continually developing a workforce that is dedicated motivated and well trained in order to assure the Institutersquos future development and growth as well as providing long term employment for individual employees
To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions A competitive total compensation package includes an effective salary and a benefits plan which aims tobull payafairbasicsalaryforthejobbybenchmarkingagainst similar jobs and similar organisations in Mauritius and taking into consideration internal equity specific job requirements and the skills knowledge and abilities of the employeebull providebasicbenefitsandbull recogniseindividualcontributionthroughtheperformance bonus system
The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation which is normally paid in December and is calculated proportionately to the time of service during the year All employees receive a pay slip and salaries are paid on 26th of each month by standing order
42 Suppliers The MIoD has adopted a lsquoProcurement Policyrsquo to ensure that all procurement activities carried out by the MIoDbull provide best possible valuebull are conducted in a fair objective and transparent mannerbull are compliant with all relevant legislation and any other related policiesbull use best practice in the application of ethical standards andbull are consistent with the MIoDrsquos Vision Mission and Values
The choice of suppliers is influenced by the above mentioned objectives Although environmental benefits are considered as part of the procurement process with due consideration given to all relevant aspects of whole life-cycle costs of products the MIoD does not have a specific policy of preferring locally based suppliers
For some events and where a local capacity gap exists the MIoD has recourse to overseas facilitators to bring best practice to Mauritius
The MIoD intends to assess the geographical spread of its
procurement practices and report on the percentage of procurement budget which is spent on local suppliers in its next financial year At the same time the need to amend the procurement policy to promote local suppliers will also be considered
43 Recruitment Policy Under the Equal Opportunities Act 2008 (lsquoEOArsquo) an employer cannot discriminate against an employeeprospective employee on the basis of the following
The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting recruiting employing appraising promoting or dismissing an employee
Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis the MIoD is committed to a policy of equal opportunities
Its HR Policies amp Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race religion or belief colour sex age national origin disability or sexual orientation The MIoDrsquos HR Policy and Guidelines can be found on the website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepageAll employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines
5 Environmental Performance51 MaterialsThe main consumable materials used by the MIoD are shown in this chart
52 Energy Consumption The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes This amounted to 94113 MJ for the reporting period Also the indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid This was 10386 kWh electric for the reporting year ndash ie 11217 GJ thermal MIoD is not a producer of direct or indirect energiesInitiatives to reduce indirect energy consumption need to be investigated in the coming year This could for example include more energy-efficient lighting technologies A key constraint for the implementation of energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner or manager
53 Water The MIoDrsquos consumption of water includes water delivered by the Central Water Authority water consumed from water fountains and bottled water for training workshops This was 26 m3year for the reporting period
54 Greenhouse Gas Emissions The total CO2 emissions of the MIoD has been estimated at 206 tonnes for the reporting period with direct and indirect emissions contributing 57 and 149 tonnes of CO2 respectively as follows bull IndirectemissionsofCO2 arose from the consumption of electricity and air travel This amounted to 107 tonnes and 42 tonnes of CO2 respectivelybull TotaldirectCO2 emissions related to land transport has been estimated at 57 tonnes of CO2 The estimation is based on the total distance travelled (km) during the reporting year an average fuel efficiency of 12 kmlitre of gasoline and the emission factor of motor gasoline
55 Waste All waste produced by MIoD and related to MIoD activities were sent to the landfill during the reporting period The main sources of waste were paper (350 kg or 035 tonnes) and plastic (37 kg or 0037 tonnes) By virtue of its activities MIoD does not deal with hazardous wastes of any kind
56 Mitigation of Environmental Impacts Following the Ecological Footprint Report undertaken in 2012 three areas were highlighted that needed attention
(i) food (mainly provided by third parties during delivery of MIoD trainings) (ii) consumables and(iii) waste management
In this respect the MIoD has undertaken in the financial year 2013-4 to bull workwithourkeythirdpartyfoodsupplierstoimprovethequality of the food offered during our training sessions especially taking into account the health problems in Mauritian society such as diabetes and to reduce our ecological footprint in this respect We have also engaged the advice of a nutritionistbull reducetheamountofplasticthatwepurchasebothinourownoffice but also through our third party suppliers In this respect we now have a water dispenser delivered to each training venue on the day of our training workshop to avoid the use of plastic bottles for our training sessions The next step is to work with our suppliers to encourage them to adopt this practicebull reducetheamountofpaperandinthisrespectwehaveagreedwith our Board Directors that effective August 2013 that we will no longer use paper but instead adopt appropriate laptop or tablet software for board papers During this year we will also undertake a complete review of our use of paper especially the printing of training manuals and see if we can fully or partially adopt alternative solutions to reduce our footprint The objective over time must be to become paperless We also intend to meet with the Registrar of Companies to lobby for the reduction in printing of Annual Reports and to allow shareholders to receive a soft copy and opt for a hard copy by exceptionbull ensurethatallouroldelectronicgoodssuchasprintersorcomputers are properly recycled using genuine recyclers andbull workwithourlandlordstointroducerecyclingbinsforallthetenants in our building Raffles Tower
57 Total Environmental Protection Expenditure and InvestmentTo date the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its first Integrated Report at a total cost of Rs 150000 The Ecological Footprint calculation is the benchmark for reducing our footprint in the future
6 Social61 Risks Related to Corruption An ethics risk assessment which also covered corruption risks was undertaken in 2011-2 The assessment covered all the activities of the MIoD Thereafter the MIoD Code of Conduct was reviewed and revised to address ethical conduct within the Company and by its members A Whistleblowing Policy has also been implemented The Ethics Risk Assessment Report and the MIoD Whistleblowing Policy can be found on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
2 2
96
Central Water Authority
Water fountains
Bottled water
Total water withdrawal by source
Materials
Hec
tare
(Ha)
1200
1000
800
600
400
200
-
Clot
hes
Fabr
ics -
Cotto
n
Clot
hes
Fabr
ics - W
ool
Clot
hes
Fabr
ics -
Synt
hetic
Leat
her -
Bas
ed P
rodu
cts
Pape
r - B
ased
Pro
duct
s
Met
al -
Base
d Pr
oduc
ts
Plas
tic -
Base
d Pr
oduc
ts
Woo
d - B
ased
Pro
duct
s
Elec
trica
l Equ
ipm
ent
Glass
war
e Po
rcel
ain
Med
icina
l Pro
duct
s
Hygie
ne an
d Cl
eani
ng P
rodu
cts
Ciga
rette
s
Age
Caste
Colour
Creed
Ethnic origin
Impairment
Marital status
Place of origin
Political opinion
Race
Sex
Sexual orientation
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport10 11
On behalf of the Mauritius Institute of Directors (MIoD) I am pleased to make the following Statement to our members for the year ended 30 June 2013 OverviewGlobal economic prospects are slowly improving even though results are very mixed around the world
with the road to recovery in the advanced economies remaining bumpy according to the IMF while emerging market economies are doing well In 2013 after a weak first half real GDP growth in the advanced economies is projected to rise above 2 for the rest of the year and to average 225 in 2014 spurred by US growth of about 3 Most economies in Asia and sub-Saharan Africa and many economies in Latin America are now seeing higher growth Global growth is thus projected to continue to rise gradually
But there is no room for complacency given the strong interconnections between countries an uneven recovery is still a dangerous one While considerable progress has been made to improve financial regulation at both national and global levels the IMF recognises that there is still more to do to complete the regulatory reform agenda ldquoparticularly with regard to the too-big-to-fail problem nonbank financial institutions and shadow bankingrdquo
Our Mauritian economy has survived the turbulent past few years and is working hard at diversifying its exports and services away from the traditional European markets and increasingly towards Africa and Asia We have improved our ranking by 5 places to 19th position in the 2013 World Bank Ease of Doing Business and we continue to occupy the top place in Africa We have also held on to our No1 position in the Mo Ibrahim Index of African Governance However we have dropped 8 places in the Transparency International Corruption Perception Index in the last 2 years to 43rd place and the increasing number of scandals that have shaken our country in the last 12 months will not do much to remedy this perception unless we seriously start to address the issue of corruption More than ever we need good governance practices combined with effective leadership skills and underpinned by a strong ethical culture
At the MIoD we have been pleased to see this year the continued increased demand for membership and for our public workshops And the registered demand for in-house workshops testifies to the increasing interest Mauritian boards are paying to good corporate governance A growing number of companies are also leading the way by undertaking sustainability reporting corporate governance assessments ethics management board evaluations and family
governance initiatives More and more companies are using our Directorsrsquo Register to look for Independent Directors These are all very positive signs and bode well for the future
The publication of the Bank of Mauritius Corporate Governance Guideline as well as the FSCrsquos Circular Letter reminding directors of their duties and giving guidance on what would be considered as a reasonable number of directorships are all welcome initiatives to the Corporate Governance regulatory and compliance framework in Mauritius But they are also indications that our National Code of Corporate Governance (the Code) is fast being overtaken The MIoD therefore continues to support the view of the National Committee on Corporate Governance (NCCG) that a revision of the Code of Corporate Governance is well overdue The Code was written in 2003 and in the last 10 years the world has been rocked by a huge financial crisis Global standards and best practices in good governance have moved on and if we wish to maintain our position as regional leaders in Corporate Governance we need to update the Code Furthermore the recent amendments to the Financial Reporting Act while strengthening the enforcement of compliance to the Code nonetheless reveal inconsistencies as well as difficulties in applying the Code effectively We therefore appeal to the Minister of Finance to undertake this exercise as soon as possible
StrategyDuring the year the board undertook a review of our Vision Mission and Strategy The key challenges facing the Institute namely its long term sustainability establishing its legitimacy increasing its membership by attracting more young professionals public sector executives as well as seasoned Directors and maintaining funding from our existing Founders and Patrons were addressed in two half day off sites in November 2012 The outcome was our new Vision Mission and Strategy reflected in our latest 3 year Business Plan for 2013-2016 Our strategy will ensure that webull respondtoourmembersrsquoneedsandprovideclearbenefits for each categorybull remainrelevantthroughregularstakeholderengagementbull ensureweareaccessibleandaffordablebull nurturethenextgenerationofdirectorsbull widenthescopeofourservicesbeyondcorporate governancebull differentiatetheMIoDfromotherprofessional organisations through our area of focus and specialisation ndash corporate governance best business practices leadership and professional developmentbull maintainthequalityandsustainedfocusofourtraining and educationbull arearolemodelandthereferencepointforcorporate governance and best business practicesbull becomeacredibleandrecognisedvoiceforDirectorsandbull supportMauritiusasaregionalleader
CHAIRMANrsquoS STATEMENT
Initiatives and HighlightsOne of the key highlights of the year was undoubtedly celebrating our 5th Anniversary with our members and sponsors at Angsana Balaclava on 17th May 2013 with our guest of honour the President of the Republic of Mauritius This was also the opportunity for the MIoD to recognise the role of the National Committee on Corporate Governance in initiating the creation of an Institute of Directors in Mauritius Over the years the NCCG has continued to support the MIoD by collaborating on workshops conferences and future research
The MIoDlsquos key role at the forefront of good corporate governance is to develop better informed and more effective directors In the past year the MIoD has continued to provide practical guidance and a better understanding of the various aspects of corporate governance by helping directors improve their knowledge and skills We have invited several high profile overseas guest speakers and facilitators including Prof Mervyn King Dr Teodorina Lessidrenska Linda de Beer Chris Pierce Phil Armstrong Mike Saunders Bert van Walbeek Maggie Gorse Guillermo Miranda Prof Deon Rossouw Alison Dillon Kibirige and Dr Graeme Codrington
Throughout the year we have also benefited from the expertise of our team of local trainers and facilitators as well as many local experts whom I would like to thank whole heartedly for their support
We have renewed our successful collaboration with the Ethics Institute of South Africa (EthicsSA) and take this opportunity to thank them and the IFC Global Corporate Governance Forum for the use of their training materials as well as for their invaluable support
We have increased our range of corporate services this year to includebull InHouseTrainingbull BoardAppraisalsbull CorporateGovernanceAssessmentsbull EthicsRiskAssessmentsbull CodeofConductDevelopmentbull EthicsOfficerTrainingandCertificationandbull EthicsManagementConsultingandTraining
The last year has seen some significant new initiatives at the MIoD The Directors Forum is gradually establishing its role as an Advisory Council to the MIoD focusing on Directorsrsquo issues and through the Forumrsquos expertise and representation providing guidance on key issues of governance and directorship in Mauritius In September 2012 the Forum launched its first publication Best Practice Guidelines for the Appointment of Directors The Directors Forum is currently working on its next publication an Ethics Guide for Boards which should be launched in September 2013 The Forum also has a sub-committee dedicated to the public sector We take this opportunity to thank all those who serve pro-bono on
the Directors Forum for their commitment to the cause of good corporate governance and better boards
The MIoD also undertook to measure its Ecological Footprint and as result will look at how we can reduce our footprint in the coming years In addition the Board as part of our strategy to be a model of corporate governance has decided that this yearrsquos Annual Report should be an Integrated Report with two new sections ndash a Sustainability Report and a Global Reporting Initiative (GRI) Content Index We hope this will encourage other companies in Mauritius to follow this initiative In the medium to long term the objective is to positively influence all our stakeholders The Sustainability Report proposes concrete actions that will be carried out in the 2013-4 financial year demonstrating MIoDrsquos commitment to internalise sustainability practices in its operations and those of its valued stakeholders In order to support Mauritius as a regional leader the MIoD in collaboration with the Institute of Directors Southern Africa (IoDSA) has been spearheading the setting up of an African Corporate Governance Network (ACGN) With the current focus on growth and development in Africa good corporate governance and capacity building in this area is highly important 12 Institutes from across Africa have come together and the ACGN will be formally launched on 16 October 2013 in Mauritius
The year ahead brings some other exciting events and initiatives including our 2nd International Conference on 17 and 18 October 2013 this time in collaboration with IODSA on the theme ldquoAfricaRising Corporate Governance for Sustainability The Road Map for Value Creation rdquo We have invited a distinguished list of international speakers and we see this Conference as an opportunity to promote Mauritius as the gateway to Africa and as a regional leader in the global governance landscape
In the coming year we will also be launching the Audit Committee Forum recognising the key role that audit committees play in ensuring good Corporate Governance and as a way of providing audit committee members and other directors with a resource to help them to keep up-to-date on current and emerging issues
Continued GrowthThe MIoD remains a private independent not-for-profit membership organisation regulated by the Companies Act We depend on membership and our membership growth continues on target testifying to the interest in our activities The Institute is made up of individual members whom we are here to serve We thank you for your continued support
We have however been less successful this last year in attracting young professionals whom we see as the future directors of tomorrow and this will be a focus for us to work on in the coming year reviewing our image and benefits for this category of member
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport12 13
Deva ArmoogumChairman
Our ValuesIntegrityLeading Mauritian corporations and institutions to international best practice in corporate governance while upholding the highest ethical moral and professional conduct
ExcellenceAiming for excellence in all we do and being passionate about our values
AccountabilityActing responsibly and demonstrating accountability for our decisions
Knowledge and ForesightPromoting the learning and continuous development of our members and the acquisition of planning and transformational skills
Teamwork and InnovationWorking together in mutual respect towards a common goal recognizing that innovation comes from harnessing diversity
TransparencyOperating in a fair and transparent manner and devoting time for the benefit of the Institute and its members
Founders and PatronsThe continued support of our Founders and Patrons has been crucial to the success so far of the MIoD Without this support in its first 5 years the MIoD would have struggled to operate and achieve its objectives With our 5th Anniversary milestone also comes the end of the 5 year agreement that was made with the Founder and original Patron Organisations We are in the process of seeking their renewed support and I am pleased to advise that the vast majority have advised us that they will continue to support the MIoD This shows their commitment to the promotion of effective corporate governance and global business standards in Mauritius We gratefully acknowledge the significant contribution of all our Founders and Patrons
AppreciationThe MIoDrsquos achievements would not be possible without the dedication and commitment of my fellow directors who serve on a voluntary pro-bono basis and I thank them all for their support during the last 12 months Under the able leadership of the CEO the MIoD team has grown to 6 this year with the appointment of an Executive Secretary and a Membership and Marketing Officer I thank them all for their valuable contributions and hard work in ensuring that the MIoD meets its objectives It has been my pleasure to work with them all this year
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport14 15
DESCRIPTION
Total number of members
Membership retention - of
members who have left total
Increase Associate members
No Company Directors
Customer-driven service excellence
and responsiveness
Developing and delivering a
range of benefits and services for
members
Total no public training workshops
Total no participants
Total no members attending
Develop team of trainers
Surpluses as per budget
Customer satisfaction rate
No membership events
Attendance
Conference
Newsletter
Initiate research and publications
on issues of major interest to
directors
Build a voice that is influential and
respected
Build our brand recognition and
increase MIoD visibility with regular
PR and media coverage
Develop key strategic partnerships
links and networks with local
regional and international
organisations
TARGET
200 new members
Retention 95
5 of membership
75 of company directors total
95 members satisfaction rate
-Benchmark survey members and
review benefits
-Membership Card updated
30
Average 25 participants per
workshop
50 Members participants
Fully utilise current team of 6
Rs 1343000
95 workshop participants satisfied
or very satisfied
5
Min 70
Dates partners programme venue
and sponsors agreed for 2013
4 pa
2 papers published
-Develop the Directors Forum
-Monthly meetings
-Min 75 active participation
-12 press releases pa
-Retainer spend media coverage 15
-Advertising Value Equivalency 115
-5th Anniversary Event
-min 2 new reciprocal links with
international organisations
-work to develop African Network
-work to develop French speaking
Network
RESULTS
194
91
3
63
97
-Survey conducted- 66 responses
(8)
-Membership Card updated
43
29
57
11 accredited trainers and facilitators
Rs 1572022
95
4
Average 100
Conference planned 17 -18 October
2013
4
1 published and 1 in editing stage
Monthly Forum Meeting
Active attendance 74
15
16
126
Held on 17 May 2013
-New links with IODs in Brazil and
Zimbabwe
-ACGN Network to be launched 16
October 2013
-No progress on French speaking
network
KEY STRATEGIC OBJECTIVE
Membership Growth
Training amp Education
Events
Communications
Publications
Advocacy
Visibility and Brand
Development
Links and Networks
DIRECTORSrsquo REPORT
1 Our StrategyIn the light of the strategic planning sessions held by the Board in November 2012 the vision and mission of the MIoD were reviewed in line with our values and updated to take into account feedback from the stakeholders of the MIoD
New Vision and MissionOur Vision is to be the preferred professional organisation for directors and aspiring directors as well as business leaders and Our Mission is to champion best business practices and effective corporate governance supporting Mauritius as a regional leader and to be the voice of Directors through training and certification programmes workshops and networking events advocacy research and thought leadership reaching out to both private and public sector enterprises
The strategic objectives of the MIoD as developed in its new three year (2013-2016) strategic plan address the key challenges and critical issues which were identified asbull assuring the long term sustainability of the Institutebull establishing the legitimacy of the MIoDbull attracting non-Directors Associates and members from the Public Sector as well as seasoned Directors andbull maintaining existing Founders and Patrons and attracting new Patrons
2 Risk ManagementThe MIoD Risk Register is regularly updated and includes this year an ethics risk assessment completed in August 2012 a review of our members Code of Conduct and the introduction of a Whistleblowing Policy A Business Continuity Plan was also approved and now needs to be fully tested
Our current reliance on funding by Founders and Patrons was reviewed and a sector analysis undertaken to ensure we are not vulnerable to financial downturn in any one sector while continuing to seek new Patrons and assurances from current Founders and Patrons as to their continued support
Debtor management has been improved with the implementation last year of Pastel and by improved procedures this year
IT security is ensured by daily back up of accounts and key data and a full back up every 15 days is held off site
3 Integrated ReportThe Integrated Report produced for the first time this year is part of our objective to be a role model of good Corporate Governance and best practice The MIoD recognizes that it operates within a social and economic environment and that its long term interest is to conduct itself as a ldquoresponsible corporate citizenrdquo For its ecological footprint the MIoD has worked with ELIA - Ecological Living in Action the successful tenderer The approach used has been one of learning-by-doing to build the internal capacity of MIoD to develop its Integrated Report on an annual basis and to use it as a strategic tool for fostering leadership in corporate governance The Footprint Report for 20123 is available on our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage The MIoD is now working towards Level C GRI certification and will continue to improve its Integrated Reporting based on the feedback obtained from stakeholders and in line with best practice
4 Key Performance Indicators The strategic objectives are translated into Key Performance Indicators (KPIs) which are regularly monitored by the Board to ensure that the objectives of the MIoD are met The KPIs for 2012-3 were
bull Engagement(withallstakeholders)bull Professionalism(qualityandhighstandards)bull Accessibility(cost)bull Responsiveness(serviceandreactivity)bull Openness(transparency)bull Model(leadershipandintegrity)bull Learningandsharing(knowledgeandinformation)bull Innovativeandcreative(dynamic)
Our Value Drivers
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport16 17
DESCRIPTION
-Ensure the resources and
systems are in place to achieve
the KPIs
-Team MIoD motivated to deliver
service standards and achieve
KPIs
Continued funding of 15
Founders and 23 Patrons
Surplus as per budget
Risk Register
Debtors
Risk Exposure
TARGET
-Recruit 1 additional admin team
member
-Explore recruitment of Executive
SecretaryCompany Secretary
-Training and Development plan
in action
-New website
Rs 5300000
Rs 69363
-Register mitigation in action and
updated quarterly
-Max 15 cumulative debtors as
of total revenues
-Max Rs 50000 bad debts
-Total revenues
-Funding 55
-Membership 25
-Training 15
-Other revenues 5
RESULTS
-Membership and Marketing
Officer and Executive Secretary
appointed
-Training and Development plan
in place
-New website under construction
Rs 5358333
Rs 353508
-Risk Register up to date
-Bad debts = 005 of total
debtors
-Max Rs 50000
- Funding 35
-Membership 15
-Training amp others 46
-Interest Income 4
KEY STRATEGIC OBJECTIVE
People Processes Technology
Funding
Finances
Risks
5 Founders and Patrons
The generous contributions and support of our Founders and Patrons were publicly acknowledged by the MIoD during the 5th anniversary celebrations where commemorative certificates were presented to them
With that milestone came also the end of the 5 year agreement that was made with the original Founders and Patrons They have all been approached to seek their continuing support for the MIoDrsquos work and we are pleased to report that 90 have so far agreed to renew their support for another period of five years
The trust placed in the MIoD by our Founders and Patrons helps us to continue in our mission to champion best business practices and effective corporate governance supporting Mauritius as a regional leader and to be the voice of Directors through training and certification programmes workshops and networking events advocacy research and thought leadership reaching out to both private and public sector enterprises
Founders and patrons contributed 35 of our revenue
6 Membership
Membership has increased by 27 and is in line with our target We are forecasting continued growth with 200 new members per annum for the next 3 years We have not been as successful in attracting Associates compared to other categories of members and we are in the process of reviewing the benefits package for Associates as well as our communications strategy for this market segment
63 of our members are directors but we continue to focus on the recruitment and nurturing of aspiring directors and young professionals who will be the directors of tomorrow
Membership retention is 91 over the 5 year life of the MIoD 40 of the loss of membership is due to members moving overseas ill health or no longer being professionally active and 30 for non-payment of membership fees
New partners are added from time to time so please consult our website wwwmiodmu for updatesMembership fees and affinity revenues currently account for 15 of the total MIoD revenue
7 Directorsrsquo Register
The Directorsrsquo Register (the Register) was set up in 2011 to enable companies to find suitable independent directors for their boards It is made up of Members and Fellows of the MIoD who are senior executives or directors from cross sections of industries and professions This is a free service for members and allows them to promote themselves as a potential independent director to sit on the boards of other organisations There is a small fee for companies who wish to undertake a search but a free search is offered to our Founders or Patrons and to registered NGOs as part of our Corporate Social Responsibility
We currently have 136 members on the Register and are happy to report that the 21 director search requests were received during 2012-3 Since January 2013 the demand has increased substantially and we believe there will be a higher number of search requests in the future as boards diversify and continue to implement good governance best practices
As from 1 September 2013 all new Members and Fellows of the MIoD will automatically be added to the Register upon receiving their membership confirmation
8 Training and Education
Our recent membersrsquo survey shows that membersrsquo satisfaction is overall very high at 97 In our aim to be customer driven and responsive membersrsquo feedback is greatly valued and very useful for reviewing the services we offer
Our members have received a new Membership Card this year entitling them to discounts on products and services with a growing number of affinity partners which include
Number of new Patrons
5Founders and existing
Patrons who have renewed their support
90
Customer driven service excellence
and responsiveness
97
Customer satisfaction rating
95
Total number of members
850
Total number of workshops
43
Number of directors searches carried out
21
Membership retention (200813)
91
Total number of members attending
workshops
57
Number of members on the Directorsrsquo
Register
136Percentage of
members who are directors
63
Total number of in-house workshops
12
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport18 19
Training and education continues to be one of the key activities of the MIoD Our partnership with high profile international trainers coupled with local trainers and local experts has enabled us to deliver high quality training workshops with a very high satisfaction rate The MIoD has been approved as a Training Institute by the Mauritius Qualifications Authority All the MIoD workshops are MQA approved and qualify for HRDC refunds as well as Continuing Professional Development (CPD) units
We continue to work closely with the IFC Global Corporate Governance Forum (GCGF) and the Ethics Institute of South Africa whose materials we mainly use for all our workshops
During last year we have invited several high profile overseas guest speakers and facilitators including Prof Mervyn King Dr Teodorina Lessidrenska Linda de Beer Chris Pierce Phil Armstrong Mike Saunders Bert van Walbeek Maggie Gorse Guillermo Miranda Prof Deon Rossouw Alison Dillon Kibirige and Dr Graeme Codrington
We ran a 5 day Ethics Officer Certification Programme in collaboration with the Ethics Institute of South Africa for the 3rd consecutive year and have now trained over 30 Ethics Officers in Mauritius
Also this year in collaboration with the GCGF we ran a Training of Trainers workshop facilitated by Chris Pierce thus increasing our trainers and facilitators pool to 11
The MIoD also relies heavily on local expertise in all its workshops and again thanks are due to all those local presenters who have provided their collaboration the past year especially the members of the National Committee on Corporate Governance
9 Corporate Services
We have continued to diversify our activities and the MIoD is increasingly being asked to help with Board and Board Committee Appraisals Corporate Governance Reporting Corporate Governance Assessments Ethics Risk Assessments Code of Conduct Development and Ethics Management Consulting Our Information and Guidance services are also regularly consulted
The revenue derived from these activities has been incuded this year under training and education but will be accounted separately next year
10 Events
The MIoD held 4 members events in the last year including a networking event held at the Blue Penny Museum in Port Louis and another at the Maritim Hotel Balaclava
The Annual Membersrsquo Meeting was held on 26 September 2012 with Philip Armstrong Head of the IFC Global Corporate Governance Forum as guest speaker talking on the topic ldquoSelecting a Board ndash An Art or a Sciencerdquo
The MIoD also celebrated its 5th anniversary this year at Angsana Balaclava Mauritius The guest of honour for the event was the President of the Republic of Mauritius His Excellency Mr Rajkeswur Purryag GCSK GOSK The event was attended by over 125 members and guests
Our thanks go to Phoenix Beverages for their sponsorship of all these membersrsquo events
11 Communications Visibility and Brand Development
The MIoD continues to build our brand recognition and increase our visibility with regular PR and media coverage We have received extended coverage throughout the year of our workshops our overseas and local facilitators who have been
interviewed in the press as well as interviews with the Chairman and the CEO Retainer spend media coverage was above target at 16 as was Advertising Value Equivalency at 125
Our members have received regular communications from us on our workshops and events as well as our quarterly on line newsletters and our membersrsquo survey
During this year the MIoD has also increased its visibility and communications on social media especially LinkedIN Facebook and Twitter
12 Advocacy and Publications
The MIoD is more and more being recognised as a key stakeholder in the corporate governance arena both locally and regionally
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network and is working with 12 Directors Organisations from various African countries (Kenya Malawi Morocco Mozambique Nigeria Senegal Tanzania Uganda Zambia Zimbabwe as well as Mauritius and South Africa) towards the official launch of the African Corporate Governance Network in Mauritius on 16 October 2013 2 meetings of the ACGN have been held so far the first in Johannesburg sponsored by Standard Bank and the second in Harare sponsored by ACCA and attended by the World Bank the IFC NEPAD Business Foundation and Ernst amp Young
Locally the Directors Forum launched in January 2012 acts as an Advisory Council and a Technical Committee to the MIoD and has issued its first publication entitled lsquoBest Practice Guidelines for Appointment of Directorsrsquo A copy of the guideline and the resource pack can be obtained from the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage The Directors Forum sponsored by Phoenix Beverages and PwC is now working on its second publication ldquoAn Ethics Guide for Boardsrdquo
The Members of the Directors Forum are
Kim Andersen
Deva Armoogum
Patricia Day-Hookoomsing
Anwar Kaidoo
Danielle Lagesse
Ambrish Maharahaje
Benoit Maingard
Gerard Manuel
Jane Valls
Franccediloise White
Bruneau Woomed
James Benoit
Hanlie Blaise
Heba Capdevila-Jangerkhan
Virginie Corneillet
Robert Coutet
Sanju Deenapanray
Pierre Dinan
George Dumbell
Bryan Gujjalu
Michael Ho Wan Kau
David Hotte
Thierry Leung
Sham Mathura
Kiran Meetarbhan
Tim Taylor
Aisha Timol
Sheila Ujoodha
MIoD Trainers
Local Presenters
Our training calendar continues to offer a variety of workshops and topics and demand for public and in-house workshops has increased this year
Our library has grown and is being increasingly used by members as is our book ordering service
Training contributes 46 of the total MIoD revenue
Pierre Dinan ndash Chairman
Clairette Ah Hen
Deva Armoogum
Sunil Benimadhu
Prabha Chinien
Aruna Collendavalloo
Jean Paul de Chazal
Girish Dabeesing
Michael Ho Wan Kau
Gerard Garrioch
Dr Raj Jugurnath
Georges Leung Shing
Cyril Mayer
Giandev Moteea
Megh Pillay
Krish Ponnusamy
Anita Ramgutty-Wong
Aisha Timol
Jane Valls
Richard Wooding
Number of completed projects
5Number of
on going projects
4
Number of events held
4
Retainer Spend Media coverage
16
Building a voice that is influential and
respected
1 new forum
Average attendance per event
100
Retainer Spend Advertising value
Equivalency
125
Number of publications issued
1
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport20 21
The recommendations of the Directors Forum to the MIoD which were sent to the Minister of Finance for the 2012 Budget were on the followingbull urgencytorevisetheNationalCodeofCorporate Governancebull PublicSectorGovernancetoincludeDirectorsrsquoTrainingand Induction programmes and the Continuing Professional Development (CPD) of Directors and Senior Executivesbull sustainabilityndashrecommendationsforEbeneCybercitythe Environment and CSRbull annualreportstoenablesoftcopiesratherthanhard copies to be sent to shareholders andbull ITndashdecreaseininternetcostsandincreasein e-government
The MIoD collaborated again with PwC by sponsoring the Award for Risk Management Reporting as part of the PwC Corporate Reporting Awards The Award for 2012 was won by the Mauritius Commercial Bank Ltd
We have also in partnership with KMPG set up an Audit Committee Forum This Forum will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help Audit Committee members and their Boards enhance the effectiveness and integrity of the financial reporting process
The Forum will act as a technical resource or sounding board for current issues relevant to audit committees Information relating to governance risk management auditing accounting and financial reporting future changes and international developments will be researched discussed and debated by the Forum to prepare formal topical position papers and alerts
The first meeting took place on 23 July 2013 The members of the Forum are
For more information on the Forum please refer to our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD is working closely with the Ethics Institute of South Africa to conduct a baseline survey on the state of ethics in companies in Mauritius
Finally the MIoD is also collaborating with the ICAC and the JEC on a private sector anti-corruption initiative in Mauritius
13 Links and Networks
We have continued to work hard this year developing key strategic partnerships links and networks with local regional and international organisations
We have expanded our international network to include Brazil and Zimbabwe and have now established links with 7 Institutes of Directors around the world Our members can network and attend events held by these institutes at local membersrsquo rates The network will increase with the launch of the African Corporate Governance Network (ACGN) during our International Conference being organised in collaboration with the IoDSA in October 2013
During this year we have collaborated with organisations such as ACCA Bank of Mauritius the Competition Commission Ernst amp Young ESSEC the Financial Reporting Council IoDSA the Mauritius Bankers Association the National Committee on Corporate Governance the Office of Public Sector Governance and PwC and take this opportunity to thank them all for their valued support
We continue to work closely with the IFC Global Corporate Governance Forum and the Ethics Institute of South Africa our key training partners
To facilitate the sharing of information with key regulatory bodies we are presently in discussions with them to enter into Memorandum of Understandings
Georges Leung Shing (Chairman)
Alastair Bryce
John Chung
Jerome de Chasteauneuf
Jean Paul de Chazal
Pierre Dinan
Catherine Dvorak
Maurice Enouf
Jean-Michel Felix
Anil Gujadhur
Paul Halpin
Fabrice Koenig
Reneacute Lecleacutezio
Ali Mansoor
Sanjay Molaye
Madhvi Ramdin
Sheila Ujoodha
Jane Valls
14 People Processes Technology
We have this year taken on two new team members bringing the team to 6 including the CEO Rizwana Eathally joined us as Membership amp Marketing Officer in October 2012 and Tioumitra (Ambrish) Maharahaje joined us as Executive Secretary in March 2013 taking over as the MIoD Company Secretary as well as Executive Secretary of the Directors Forum and the Audit Committee Forum managing the Directorsrsquo Register and leading future research projects
Last year we upgraded our accounts system with Pastel and this has proved an invaluable investment This year we have undertaken to build a new interactive website and integrated CRM Both are nearly finalised and should be fully operational in September 2013
All our processes at the MIoD are continually evolving and being reviewed as we grow We have reviewed this year our Accounting Membership and Training Procedures as well as the management of our Members and Directorsrsquo Registers
15 Finances
Although our membership has increased substantially and continues to grow and our training programme and corporate services have expanded the MIOD continues to rely on the contributions of its Founders and Patrons These contributions enable membership of the MIoD attendance at its events and use of its services to be accessible to the maximum number of people by keeping our fees at an affordable level
Accumulated funds have been placed on fixed deposits with the Mauritius Post and Cooperative Bank this being renegotiated at regular intervals
The MIoD has again this year made a small surplus of Rs 353508 for the year which is above targeted results
16 The Coming YearThe MIoD has a new three year business plan and will continue to focus on membership growth particularly for Associate members but also membership from the public sector and from more seasoned directors During the coming year we will
be undertaking a branding exercise to evaluate our image and encouraging greater stakeholder engagement to ensure excellent customer service and responsiveness through an Annual Members Forum and Survey and by establishing MOUs with key regulators
Ensuring high quality training and education remains a key objective by continuing to provide an innovative and interesting training programme with our team of 11 local trainers and consultants as well as high level overseas facilitators In 20134 this will include a Thought Leadership Programme and we hope to work more closely with the public sector We will also introduce information and consulting services and set up a Research unit to undertake research into directorsrsquo remuneration business ethics and board practices in Mauritius
The Audit Committee Forum will also start to operate and build capacity and the Directors Forum will continue to establish itself as the voice of Directors
As part of our Corporate Social Responsibility we will continue to offer pro-bono Directors Searches and Corporate Governance and Skills training for registered NGOs
We will follow up on the improvement of our Ecological Footprint by focusing on the reduction of our use of paper plastic and improving the quality of the food served at our workshops
Our new website will be launched shortly along with our new Customer Relationship Management system and our presence on LinkedIn Twitter and Facebook will be reinforced
The highlight of the coming year will undoubtedly be the launch of the African Corporate Governance Network on 16 October and our International Conference being organised in collaboration with the IoDSA on 17 and 18 October on the theme ldquoAfrica Rising Governance for Sustainability the Road Map for Value Creationrdquo with a big line up of distinguished speakers led by Baroness Lynda Chalker
Signed on behalf of the Board
Links with other IoDs
7Member
organisations in the ACGN
12
Total number of employees
6
Surplus 2012-3
Rs 352508
Accumulated Fund
Rs 4775300
New website and CRM system to be
launched
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
Date 21 August 2013
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
2nd Meeting of the ACGN Harare June 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport22 23
CORPORATE GOVERNANCE REPORT
1Compliance StatementIn accordance with its mission statement the Mauritius Institute of Directors (lsquoMIoDrsquo or the lsquoCompanyrsquo) is committed to applying the principles of good corporate governance in its operations Rather than adopting a lsquotick the boxrsquo approach to complying with the Code the MIoD has embedded the principles of the Code in its day to day operations
During the year the MIoD has complied with all material aspects of the principles of the Code Given that it has only six employees the Board considers that it functions effectively with only one Executive Director namely the CEO
2Corporate Details and Holding StructureIncorporated in Mauritius as a public company limited by guarantee on 11 February 2008 the MIoD is a non-profit organization engaged in the promotion of good corporate governance in Mauritius and training and development
The rights powers duties and obligations of the Company the Board each director and the members of the Company are governed by the Constitution of the Company and the Companies Act 2001
The constitution of the MIoD provides that inter alia21 every member irrespective of his class of membership including a person who has been a member at any time within 12 months from the effective date of the winding up of the Institute shall in the event of the Company having a deficit in disposable assets over its liabilities contribute a maximum of one hundred (100) Mauritian Rupees to the assets of the Company in the event of it being wound up22 the monies collected shall be applied for the payment of the debts and liabilities of the Company and the payment of the costs charges and expenses associated with the winding up the Company and23 the Directors are prohibited from making any form of distribution including distributing dividends returns of capital income or profits of the Company to the Members However the Company shall use any surplus funds in any year to pursue the goals set out in Article 5 of this Constitution
The full version of the constitution is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
3 The BoardFrom 1 June 2012 to 7 February 2013 the Board of the MIoD was comprised of 12 directors (6 male and 6 female) of whom 11 were independent directors and one was classified as an Executive Director namely the Chief Executive Officer (CEO)
A vacancy arose on the Board on 7 February 2013 when Mrs Aruna Collendavelloo stepped down as director of the Company As there was no urgent need to appoint a replacement and on the recommendation of the Nominations and Membership Committee it was resolved that such vacancy would be filled at the Annual Meeting of Members (AMM) scheduled on 25 September 2013
The profiles of the directors are set out on pages 7 to 9 of the report
Mr Deva Armoogum was appointed as Chairman of the Board by his fellow directors following the AMM held on 26 September 2012
For the year under review the Board considered its composition as adequately balanced and that the directors had the appropriate range of skills expertise and experience required to carry out their duties properly in order to serve the interests of all the stakeholders and provide effective corporate governance
The Constitution of the Company provides that with the exception of the Chief Executive Officer every other director shall be eligible for reappointment for a maximum of five consecutive years
In line with the Code all directors who meet the eligibility criteria stand for re-election at the AMM on the recommendation of the Nominations and Membership Committee
Messrs Deva Armoogum Georges Leung Shing and Mrs Danielle Lagesse having reached their term of office will not stand for re-election at the next AMM Mr Vaughan Heberden has also indicated that he will be stepping down at the next AMM The Nominations and Membership Committee has thus reviewed the skills competencies and experience required to enable the Board to function efficiently as well as the profile of the directors eligible for re-election Their contribution to board and committee meetings were also considered
Pursuant to such review the Nominations and Membership Committee has recommended that the following directors be considered for re-election at the Annual Meeting
1 James Benoit2 Ravin Lama3 Heba Jangeerkhan4 Patricia Day-Hookoomsing5 Catherine Dvorak6 Richard Wooding
As regards the five remaining vacancies on the Board the Committee has recommended that candidates with a background in the legal and accounting fields as well as in corporate governance matters be considered for election as director of the Company
A notice inviting members to apply for consideration as director of the Company was issued on 21 May 2013
On appointment to the Board new directors receive a comprehensive induction pack from the Company Secretary and the CEO and have informal meetings with the Chairman fellow Board members Nominations and Membership Committee the CEO and the employees of the MIoD The functions and responsibilities of the Chairman and CEO are separate
The Chairman and the CEO in collaboration with the Company Secretary agreed on the Board meeting calendar for the year and the Board meeting agendas in advance to ensure adequate coverage of key issues throughout the year Board packs are usually sent to the directors five days in advance
All directors have access to the Company Secretary and CEO to discuss issues or to obtain information on specific areas or items to be considered at Board meetings or any other area they consider appropriate Directors attend Board meetings unless exceptional circumstances prevent them from so doing
Furthermore the directors have the right to request independent professional advice at the expense of the Company The Board also invites third parties with relevant experience and expertise to attend board meetings as and when required
Besides Board meetings decisions are also taken through written Board resolutions as and when required
The attendance of directors at board and committee meetings is set out in the table on page 26
The profiles of the senior management team are set out at page 9 of the report
4 Board CommitteesThe Board of the MIoD has set up the following committees to assist in the execution of its responsibilitiesbull AuditandRiskCommitteebull CorporateGovernanceCommitteebull EducationCommitteebull NominationsandMembershipCommitteeThe chartersterms of reference of the committees are available for consultation on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
ldquoYour directors met seven times during
the year under review In addition two
offsite meetings were held to discuss the
strategic plan of the MIoD The Board also
received regular reports from the CEO
on the activities of the Company Board
deliberations were characterised by open
and frank discussions and provided a
forum for challenging and constructive
debates The Board also received reports
from the chairmen of the various
subcommitteesrdquo ndash Deva Armoogum
(Chairman - Board)
41 Audit and Risk Committee (ARC)The ARC is composed of three directors namely Georges Leung Shing (Chairman) Catherine Dvorak and Richard Wooding The Company Secretary acts as secretary of the committee The CEO is also in attendance at the meetings of the ARC as well as the Accountant and the External Auditor when required
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport24 25
ldquoThe Committee met three times during
the financial year 2012-3 Besides
reviewing the companyrsquos accounting
policy and procedures management
accounts the financial statements and
the Annual Report 2012 the Committee
reviewed its own terms of reference The
MIoD thus now requires its lead audit
partner to be rotated every five years
The risk register of the MIoD was also
updated and two new risks ndash debtorsrsquo
collection and credit risks- were added
to the register To give assurance to the
Board and the members that the internal
controls systems of the Company are well
maintained and as best practice we have
decided to commission an audit of the
accounting policies and procedures This
exercise will be conducted in the financial
year 2013-4rdquo Georges Leung Shing ndash
Chairman ARC
ldquoThe Corporate Governance Committee
was active during the last financial year
in its mission to improve the governance
of the MIoD We met thrice during the
year and considered several policies
regarding matters such as human
resources business continuity planning
whistleblowing media interaction
as well as data protection During
the year Ecological Living in Action
was commissioned to undertake the
evaluation of the Institutersquos Ecological
Footprint and the Committee approved
the final report and recommendations
Besides reviewing the non-financial
part of the Annual Report we also
worked on the framework for the first
integrated report issued this year The
Committee also recommended as part
of its corporate social responsibility
programme that the MIoD shall offer pro-
bono training on corporate governance
to registered non-governmental
organisations as well as using its Directors
Register to conduct pro bono searches for
such organisationsrdquo Vaughan Heberden ndash
Chairman GGC
The ARCrsquos main responsibilities are to assist the Board of directors in fulfilling its oversight responsibilities forbull theintegrityoftheCompanyrsquosfinancialstatementsbull theCompanyrsquoscompliancewithlegalandregulatory requirementsbull theindependentauditorrsquosqualificationsindependence and performance bull theeffectivenessoftheCompanyrsquosinternalcontrolsbull thereviewofanyaccountingorauditingconcerns identifiedbull monitoringofdebtorsandbull thereviewoftheriskphilosophystrategyandpolicyand assessment of the quality of the risk management process
53 Education Committee (EC)The EC is composed of six directors namely James Benoit (Chairman) Ravin Lama Danielle Lagesse Patricia Day-Hookoomsing Richard Wooding and Jane Valls The Company Secretary acts as secretary of the committee
The Committee is responsible for all matters regarding training and education activities of the MIoD aimed at the promotion and achievement of its objectives
54 Nominations and Membership Committee (NMC)The NMC is composed of four directors namely Deva Armoogum (Chairman) Georges Leung Shing Heba Capdevila-Jangeerkhan Aruna Collendavelloo (up to 7 February 2013) and James Benoit (as from 10 April 2013) The CEO is in attendance at the meetings and the Company Secretary acts as secretary of the committeeThe Committee is responsible for all matters concerning membership of the MIoD as outlined in its Constitution and for recommending to the Board candidates to be appointed as directors to the Board as well as all employeesrsquo remuneration
The Committee has a separate set of clear and transparent published procedures and distinct terms of reference for the nomination of directors and for the admission of new members
ldquo2012-3 was an eventful year for the EC
Four meetings were held during the year
Besides the 12 training courses of the
Director Development Programme which
are proposed annually some 24 training
workshops were planned by the MIoD on
several new topics such as Social Media
Skills Running an AGM Marketing for
the Asian Market Marketing Strategy
Effective Company Secretaries Duties
and Rights of Minority Shareholders and
Unfair Competition and Anti-Competitive
Behaviours We helped to build capacity
in the corporate governance field by
sponsoring a lsquotrain the trainersrsquo session
on corporate governance bringing
the number of IFC certified trainers in
corporate governance to 11
Our courses continue to be well attended
with an average of 29 participants per
workshop and we are pleased to report
that the satisfaction rating has remained
above average at 95 The Committee has
worked on the development of a lsquoThought
Leadership Programmersquo in collaboration
with TommorrowToday which will be
launched shortly The Committee has also
contributed to the planning of the second
international conference entitled lsquoAfrica
Rising Governance for Sustainability
The Road Map for Value Creationrsquo which
will take place in Mauritius on the 17-18
October 2013 and has received regular
progress reports from the CEOrdquo James
Benoit ndash Chairman EC
42 Corporate Governance Committee (CGC)The CGC is composed of four directors namely Vaughan Heberden (Chairman) Danielle Lagesse Aurna Collendavelloo (up to 7 February 2013) Catherine Dvorak (as from 10 April 2013) and Jane Valls The Company Secretary acts as secretary of the committeeThe CGC makes recommendations to the Board on all Corporate Governance provisions to be adopted to enhance compliance with prevailing governance principles and practices
5th Anniversary members networking evening
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport26 27
ldquoDuring the year the Nominations and Membership Committee met twice and approved
194 new members Building on the qualitative research conducted by TNS Analysis on
the Associate memberrsquos category we identified new strategies to attract more associate
members which will be implemented in 2013 With regards to nominations as three
directorswillreachtheirtermofofficeatthe2013AnnualMeetingofMembers(AMM)and
following a vacancy which arose on the board during the course of the year as well as one
director who will be stepping down at the AMM the Committee reviewed the composition
of the Board to identify the profiles of prospective directors The nomination notice was
issued on 21 May 2013 to invite members to send their candidature for election at the AMM
scheduled on 25 September 2013rdquo Deva Armoogum ndash Chairman NMC
Attendance at meetings
ARMOOGUM Devapragassen
BENOIT James
CAPDEVILA-JANGEERKHAN Heba1
COLLENDAVELLOO Aruna2
DAY-HOOKOOMSING Patricia1
DINAN Pierre3
DVORAK Catherine
HEBERDEN Vaughan
LAGESSE Danielle
LAMA Ravin
LEUNG SHING Georges
SUDHOO Arjoon3
THOMAS Appalsamy3
VALLS Jane Elizabeth Orde
WOODING Richard
Board
77
57
55
33
45
12
57
57
67
47
77
02
22
77
47
ARC
na
11
na
na
na
na
33
na
na
na
23
11
na
33
02
EC
11
13
na
na
23
na
na
01
44
34
na
na
na
44
14
NMC
22
11
11
na
na
na
na
na
na
na
22
na
11
22
na
CGC
na
na
na
11
na
na
na
22
33
na
na
01
na
33
11
in attendance1 Appointed at AMM held on 26 September 20122 Appointed at AMM held on 26 September 2012 and resigned on 7 February 20133 Resigned at AMM held on 26 September 2012
5Board Performance and Evaluation An evaluation of the Boardrsquos performance is undertaken every year and reviewed with the objective of improving its performance procedures practices and administration and those of its Committees as well as the overall achievement of the Companyrsquos Vision Mission Values and Objectives The last Board Evaluation Report in August 2012 identified the following key area for improvement the need for the Board to become more strategic and less operational As a result 2 half day Board strategy off-sites were held in November 2012 and the Board agenda now focuses on key strategic and important issues first
6 Conflicts of InterestThe Boardrsquos policy on conflicts of interest with which all employees and directors are expected to comply is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
7 Statement of Remuneration PhilosophyThe NMC is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position and at levels which take into account industry and market benchmarks
The Non-Executive Directors are not remunerated for serving on the Board
The total remuneration of the CEO for the year was
Name Remuneration VALLS Jane Elizabeth Orde Rs 3629715
8 Annual Meeting of MembersAs at 30 June 2013 the MIoD had 850 membersThe MIoD communicates to its members through its Annual Report publications newsletters website emails and Annual Members Meeting The key members events held during the year were
10 Internal Control and Risk Management(a) Risk ManagementThe Board is responsible for the process of risk management which incorporates internal control and audit and has delegated its overall responsibility to the ARC The ARC assists the Board in fulfilling its responsibilities by monitoring decisions and processes designed to ensure the integrity of financial reporting and sound systems of internal control and risk management Management is accountable to the Board to establish processes and procedures for identifying evaluating and managing any significant risks faced by the Company
A full risk analysis has been undertaken and a register of key risks has been established and presented to the ARC for the appropriate mitigation actions and decisions to be taken
The key risks identified and which require monitoring are as followsbull reputationbull lossofFoundersandPatronsfundingespeciallyafterthe initial 5 year periodbull technologyfailureanddatalossbull naturaldisastersandbull creditriskattributabletotradereceivables
These risks are being addressed in the following waysbull anethicsriskassessmentwascompletedinAugust2012bull theMIoDCodeofConducthasbeenreviewedbull aWhistleblowingPolicyhasbeenimplementedbull theMIoDhasputinplaceanew3yearbusinessplanto ensure its sustainabilitybull aDisasterRecoveryandBusinessContinuityPlanhasbeen put in place and now needs to be testedbull improveddebtormanagementandregularfollowupbull currentrelianceonfundingbyFoundersandPatronshas been reviewed and a sector analysis undertaken to ensure limited vulnerability to a financial downturn in any one sectorbull 5newPatronshavebeensecuredbull theoriginalFoundersandPatronscontinuedsupporthas been sought and secured andbull ITsecurityhasalsobeenreviewedandimproved
(b) Internal ControlCays Associates was appointed in May 2010 to look after the MIoDrsquos accounts Segregation of duties is ensured for approval of all purchases payments of bills and signing of cheques Cash transactions are limited and receipts are immediately issued A new Pastel software accounting system has been introduced to further improve the management of accounts and debtors
(c) External AuditMoore Stephens was re-appointed as external auditor for the year 2012-3 No non-audit services were rendered by the external auditor
1 Members Networking Evening at the Blue Penny Museum2 Annual Meeting of Members at La Grande Cannelle Domaine les Pailles3 Members Networking Evening at the Maritim Hotel Balaclava4 5th Anniversary event at Angsana Balaclava
31 August 2012
26 September 2012
30 November 2012
17 May 2013
9 Share PriceThe Company is not listed on any stock exchange and share price information is therefore not applicable
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport28 29
11 Corporate Social Responsibility (CSR)The Company is a non-profit organization and is therefore not accountable for CSR contributions The MIoD has however decided this year to implement a corporate social responsibility programme which consists of the offer of pro-bono training on corporate governance to registered non-governmental organisations as well as using its Directorsrsquo Register to conduct pro-bono searches for such organisations
12 EthicsThe Companyrsquos Code of Conduct was reviewed and updated on 15 July 2012 The members of the Company are expected at all times to act in such a way as not to bring themselves or the MIoD into disrepute They are also expected to comply with the Code of Conduct of the MIoD which provides guidance on behaviour to be adopted by the members
The MIoD has this year implemented a Whistleblowing Policy
The Code of Conduct and the Whistleblowing Policy are available on the website of the MIoD
Two of the MIoD team have undertaken Ethics Officer training this year bringing the total number who have undergone this training to three
13 EnvironmentTo support the MIoD in its endeavour to promote corporate sustainability in Mauritius an exercise was undertaken to calculate the MIoDrsquos Ecological Footprint (EF)
Please refer to the sustainability report on pages 29 to 36 for more information on this matter
14 Health and SafetyThe Company complies with health and safety legislations No incidents have been reported during the year
15 Social IssuesThe Company is an equal opportunities employer and considers the welfare and development of its employees to be very important
Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD workshops and events as well as external training for their professional development Team building exercises are held regularly to reinforce team values and teamwork
Please consult our website to know more about our HR policies and practices wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
16 Related Party TransactionsThe MIoD has procured training services from Consultancy Company Limited amongst other service providers since 2011 With the nomination of Mrs Patricia Day-Hookoomsing as a Director of the MIoD in September 2012 such services are now recorded as a related party transaction and disclosed in the Financial Statements in note 13
17 Management AgreementsNo management agreement has been entered into by the Company
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
21 August 2013
1 Report Content and Reporting ParametersThis report marks two significant milestones for the MIoD It is the MIoDrsquos first Integrated Report and it also marks the first time that the GRI framework has been adopted for sustainability reporting by the MIoD These milestones are timely and are squarely aligned with MIoDrsquos position in the market to promote corporate sustainability and to lead by exampleThe integrated report has adopted the G31 guidelines of the Global Reporting Initiative and it reflects MIoDrsquos commitment to provide a transparent and fair review of its strategy performance and activities in 2012-3 to its stakeholders The triple bottom line reporting has endeavoured to provide an open and honest summary of the social economic and environmental impacts stemming from our activities and commitments practices objectives and performance results regarding the management of our impacts The report contains a combination of quantitative and qualitative impactsMIoD has also adopted a learning-by-doing approach to internalise integrated sustainability reporting as a strategic management tool To reflect this approach we have realised this report in the GRI Level C application with the view that MIoD will graduate progressively to higher level reporting over time It is understood that the learning-by-doing approach implies that the processes tools and methodologies applied to identify prioritise and validate report content and reporting parameters will evolve over time Nevertheless the processes tools and methodologies are systemic and have been applied systematically to allow year-on-year comparisons of MIoDrsquos performance This is even more so because MIoD is a relatively young organisation that holds a unique position vis-agrave-vis its stakeholdersWe have used GRI Reporting Standard principles in determining the scope of the report content structure and quality and data calculation and disclosure techniques The content of this report discloses MIoDrsquos performance for the period starting July 1 2012 and ending June 30 2013
2 Report Scope amp BoundaryThe activities of MIoD cover the geographical area of the Republic of Mauritius and most of these activities take place in the island of Mauritius The report boundary is therefore the activities of MIoD in Mauritius In addition to GRIrsquos Sustainability Reporting Guidelines (GRI 31) the report also follows the International Financial Reporting Standards (IFRS) for financial reporting and the Code of Corporate Governance of Mauritius 2004 Boundaries for non-financial data collection are consistent with our financial reporting thus aligning financial environmental and social reporting Since stakeholder inclusiveness is a cross-cutting issue in determining the content and scope of reporting we have attempted to take into consideration the expectations of our stakeholders as well as to quantify or qualify the impacts of our activities on their well-being including present and future considerations and to take remedial actions Our stakeholder engagement processes are discussed below
3 Determining Report ContentGuided by the G31 reporting guidelines and principles and technical protocol the following criteria have been observed in preparing this reportStakeholder inclusivenessStakeholder identification and engagement have been carried out using a combination of three methods namely (1) market knowledge by virtue of being the main organization mandated to foster the development of corporate governance at the level of Boards and upper management in Mauritius (2) value-chain analysis to establish the entire supply chain of MIoDrsquos services including the enabling environment and business providers and (3) on-going surveys with existing and potential members
The stakeholders of the MIoD are set out below
MIoD appreciates the benefits derived from stakeholder engagement and endeavours to maintain close proximity with key stakeholders We carry out membership surveys ethics risk assessments and on-going evaluations of our training programmes to identify and address issues that are relevant to our stakeholders and also to engage our stakeholders in assessing MIoDrsquos performance risks and opportunities For instance the following examples are pertinent
bull MIoDcarriedout43publictrainingworkshopsinvolving1262 participants during the reporting period and each one was accompanied by a written evaluation The response rate across all the courses was close to 90 with a 95 customer satisfaction rate Please refer to page 17 of the Report)bull InJuly2011anEthicsRiskAssessmenthasenabledkeystakeholders to share their views and to highlight the key ethics risks for the MIoD The stakeholders included members MIoD directors suppliers employees media MIoD founders and patrons and MIoD partners The assessment combined questionnaire surveys interviews and focus group discussions and covered the following areas organisational culture financial operational governance conduct and behaviour of individuals relating to or
SUSTAINABILITY REPORT
FOUNDERS AND
PATRONS
DIRECTORS
FORUM amp
AUDIT
COMMITTEE
FORUM
KINDRED
ORGANISATIONS
amp PARTNERS
MEMBERS
THE
BOARD
MANAGEMENT
amp EMPLOYEES
CORPORATE
SECTOR ndash
PRIVATE AND
PUBLIC
POLICY
MAKERS AND
REGULATORS
SUPPLIERS
THE
COMMUNITY
THE
ENVIRONMENT
THE MEDIA
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport30 31
working with MIoD (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull InJuly2012MIoDalsocarriedoutaqualitativesurveyofthemotivations and needs of its Associate Members (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull PeriodiconlineandtelephonicmembersrsquosurveysThelastsurvey was completed in June 2012 and the latest one was completed by the end of June 2013 (a copy of the questionnaire can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull TheMIoDDirectorsForumcomposedofdirectorsfromtheprivate and the public sector acts as an advisory and technical committee to the MIoD and draws on the experience and knowledge of its members to represent the collective view of directors across a broad spectrum of organisations (a list of members of the Directors Forum can be found on page 19 of the Reportbull TheviewsofFoundersandPatronsoftheMIoDwhorepresent a cross section of public and private sector companies in Mauritius are sought in annual individual meetings while regular meetings with partner and kindred organisations provide feedback from these stakeholders andbull ByincorporatingtheimpactsofsuppliersontheEcologicalFootprint of MIoD (please see more in the section on Materiality below) thereby serving as a basis for involving suppliers in the value chain to take remedial actions in partnership with MIoD
Sustainability ContextAs a leading organization promoting corporate sustainability we consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic social and environmental fronts This is important on two counts namely (1) the increasing awareness in the Mauritian public and private sector for mainstreaming the three pillars of sustainable development and (2) the recognition that corporate sustainability can be a significant comparative advantage and differentiation strategy It is worth mentioning here that MIoDrsquos Integrated Report is squarely aligned with the newly adopted Maurice Ile Durable (MID) Policy Strategy and Action Plan of Mauritius especially concerning lsquoenhancing the corporate environment social responsibility and accountabilityrsquo (wwwmidmu ndash accessed 12 July 2013) The sectorial MID Strategy for employmenteconomy specifically refers to the use of GRI as a benchmark for developing a Sustainability Index for publicly listed companies
CompletenessWe have ensured that all the material topics and indicators covered in this report reflect completely the significant economic environmental and social impacts of our activities and enable our stakeholders to assess our performance in 2012-3 effectively
BalanceWe have attempted to present an unbiased picture of our performance by avoiding selections omissions or presentation formats that are reasonably likely to unduly or inappropriately influence the readerrsquos decision or judgment The report provides both favourable and unfavourable results as well as results that can influence the decisions of stakeholders in proportion to their materiality This is a commitment to MIoDrsquos transparency
ComparabilitySince this is the first integrated sustainability report results present the baseline data and information against which comparative performance analysis will be carried out in the future
AccuracyThe different data in this report have been presented both on a qualitative and quantitative basis In any case we have ensured openness in measurements and qualitative analyses while bearing in mind that data would need to be verifiable While the non-financial components of the present report have not been subject to an independent third party audit the processes methodologies and tools for generating and analysing quantitative and qualitative data were adopted because they lend themselves to such audits Where applicable such as in the case of Ecological Footprint analysis discussed below error analysis is provided to deal with uncertainties in measurements
TimelinessThis report will be issued for the purpose of the Annual Meeting of Members on 25 September 2013 It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting This open review process forms an integral part of the learning-by-doing approach
ClarityThis report has been presented in a manner that is understandable accessible and usable by our stakeholders As far as practicable graphics and data tables have been used to present information
ReliabilityInformation and processes used in the preparation of this report have been consistently gathered recorded compiled analysed and disclosed in a way that has been subject to constant examination by a competent internal team together with the help of an external consultancy firm with experience in integrated sustainability reporting using the GRI G31 Reporting Guidelines and Principles
MaterialityAccording to the GRI G31 Guidelines materiality has to be determined by considering the economic environmental and social impacts that cross a threshold in affecting the ability to
meet the needs of the present without compromising the needs of future generations Since the identification of thresholds is not trivial especially when considering long-term impacts or impacts where root causes and their effects are delocalised geographically and across different time horizons the methodology applied by MIoD to gauge materiality is evolving as it strives to better integrate sustainability across its entire spectrum of operations and services The underlying approach is to identify and prioritise those impacts that have a propensity to create preserve or erode economic environmental and social value for itself and its stakeholders In order to be methodological and systematic a combination of approaches has been used to determine materiality and the contents of this reportbull ThelegalrequirementsoftheRepublicofMauritiusInmanyinstances the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts and these thresholds are usually identified because of their materialitybull Adoptionofathoroughriskmanagementprocessthatallowsus to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative The risk management process also makes visible opportunities to better serve our stakeholdersbull Bykeepingacloseproximitywithourstakeholdersasexplained above under lsquoStakeholder Inclusivenessrsquobull IdentificationofinternalissuesthroughmeetingswithMIoDteam members as well as subscribing to continuous learning to better adhere to our policies values strategies targets and risk management processes andbull CarryingoutanEcologicalFootprintanalysisofouroperationsthat cover the impacts of the following (1) food (mainly provided by third parties during delivery of MIoD training) (2) consumables (3) utilities buildings and transport and (4) waste The first Ecological Footprint analysis was carried out for the calendar year 2012 (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage) and its results and recommendations were approved by the MIoDrsquos Board of Directors on 5 December 2012 The time period for the Ecological Footprint analysis has been revised to match the reporting period July 2012-June 2013 and the Footprint updated The analysis has been used to quantify impacts identify impacts of most significance and provide a basis for taking remedial actions across the value chain as discussed in this report Ecological Footprint analysis has been adopted as one way to deal with the difficulties in establishing thresholds for sustainability impacts The Ecological Footprint analysis also captures the ecological impacts of services delivered (except for electricity and primary energy consumption) by third party venues during MIoD training
MIoDrsquos materiality framework is evolving We are confident that the results presented here are sufficiently robust to instil confidence in the quality of the report The integrated Sustainability Report should be read in conjunction with our online resources
Validation is currently essentially an internally orientated process with authorisation by the CEO and Executive Secretary and ultimate approval of the Integrated Report by the Board of Directors
Performance indicators have been chosen for reporting purposes based on three main factors1 Results of the Ecological Footprint Analysis2 Our ability or maturity to respond and3 The opportunity for MIoD to grow and gain advantage from the impacts
The calculation of Performance Indicators has followed the GRI Indicator Protocols GHG emissions arising from the use of electricity has been calculated from the Grid Emission Factor of Mauritius using the methodological tool 07 ndash ie ldquoTool to calculate the emission factor for an electricity system (Version 0300) - proposed by the Clean Development Mechanism for calculating the operating margin (httpcdmunfcccintmethodologiesPAmethodologiestoolsam-tool-07-v300pdf )rdquo GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator (httpwww2icaointencarbonoffsetPagesdefaultaspx)
Re-statements of information are not applicable to MIoDrsquos first Integrated Report
4 Market Position41 Range of Ratios of Standard Entry Level Wage by Gender The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees Entry salaries are based on industry and market benchmarks the entrantrsquos educational level and relevant experience The Board Nominations Committee is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position
The MIoD employs 5 staff excluding the CEO ndash 3 female and 2 male The lowest male basic salary is Rs 28618 and the lowest female basic monthly salary is Rs 14478 There is no official minimum wage in Mauritius in our sector However as per the Ministry of Labour and the National Remuneration Order for Travel Agents and Tour Operators Workers a similar service sector the minimum wages prescribed for comparable jobs are as follows
bull SeniorAccountsClerkRs10306bull AdministrativeClerkRs8717
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport32 33
Based on this methodology the ratio of entry level wage by gender compared to local minimum wage for comparable jobs is 126 for male staff and 117 for female staff The apparent difference between the two ratios does not imply gender bias at MIoD since for any specific position a male or female employee would receive the same remuneration all else being equal
The MIoD is focused on continually developing a workforce that is dedicated motivated and well trained in order to assure the Institutersquos future development and growth as well as providing long term employment for individual employees
To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions A competitive total compensation package includes an effective salary and a benefits plan which aims tobull payafairbasicsalaryforthejobbybenchmarkingagainst similar jobs and similar organisations in Mauritius and taking into consideration internal equity specific job requirements and the skills knowledge and abilities of the employeebull providebasicbenefitsandbull recogniseindividualcontributionthroughtheperformance bonus system
The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation which is normally paid in December and is calculated proportionately to the time of service during the year All employees receive a pay slip and salaries are paid on 26th of each month by standing order
42 Suppliers The MIoD has adopted a lsquoProcurement Policyrsquo to ensure that all procurement activities carried out by the MIoDbull provide best possible valuebull are conducted in a fair objective and transparent mannerbull are compliant with all relevant legislation and any other related policiesbull use best practice in the application of ethical standards andbull are consistent with the MIoDrsquos Vision Mission and Values
The choice of suppliers is influenced by the above mentioned objectives Although environmental benefits are considered as part of the procurement process with due consideration given to all relevant aspects of whole life-cycle costs of products the MIoD does not have a specific policy of preferring locally based suppliers
For some events and where a local capacity gap exists the MIoD has recourse to overseas facilitators to bring best practice to Mauritius
The MIoD intends to assess the geographical spread of its
procurement practices and report on the percentage of procurement budget which is spent on local suppliers in its next financial year At the same time the need to amend the procurement policy to promote local suppliers will also be considered
43 Recruitment Policy Under the Equal Opportunities Act 2008 (lsquoEOArsquo) an employer cannot discriminate against an employeeprospective employee on the basis of the following
The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting recruiting employing appraising promoting or dismissing an employee
Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis the MIoD is committed to a policy of equal opportunities
Its HR Policies amp Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race religion or belief colour sex age national origin disability or sexual orientation The MIoDrsquos HR Policy and Guidelines can be found on the website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepageAll employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines
5 Environmental Performance51 MaterialsThe main consumable materials used by the MIoD are shown in this chart
52 Energy Consumption The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes This amounted to 94113 MJ for the reporting period Also the indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid This was 10386 kWh electric for the reporting year ndash ie 11217 GJ thermal MIoD is not a producer of direct or indirect energiesInitiatives to reduce indirect energy consumption need to be investigated in the coming year This could for example include more energy-efficient lighting technologies A key constraint for the implementation of energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner or manager
53 Water The MIoDrsquos consumption of water includes water delivered by the Central Water Authority water consumed from water fountains and bottled water for training workshops This was 26 m3year for the reporting period
54 Greenhouse Gas Emissions The total CO2 emissions of the MIoD has been estimated at 206 tonnes for the reporting period with direct and indirect emissions contributing 57 and 149 tonnes of CO2 respectively as follows bull IndirectemissionsofCO2 arose from the consumption of electricity and air travel This amounted to 107 tonnes and 42 tonnes of CO2 respectivelybull TotaldirectCO2 emissions related to land transport has been estimated at 57 tonnes of CO2 The estimation is based on the total distance travelled (km) during the reporting year an average fuel efficiency of 12 kmlitre of gasoline and the emission factor of motor gasoline
55 Waste All waste produced by MIoD and related to MIoD activities were sent to the landfill during the reporting period The main sources of waste were paper (350 kg or 035 tonnes) and plastic (37 kg or 0037 tonnes) By virtue of its activities MIoD does not deal with hazardous wastes of any kind
56 Mitigation of Environmental Impacts Following the Ecological Footprint Report undertaken in 2012 three areas were highlighted that needed attention
(i) food (mainly provided by third parties during delivery of MIoD trainings) (ii) consumables and(iii) waste management
In this respect the MIoD has undertaken in the financial year 2013-4 to bull workwithourkeythirdpartyfoodsupplierstoimprovethequality of the food offered during our training sessions especially taking into account the health problems in Mauritian society such as diabetes and to reduce our ecological footprint in this respect We have also engaged the advice of a nutritionistbull reducetheamountofplasticthatwepurchasebothinourownoffice but also through our third party suppliers In this respect we now have a water dispenser delivered to each training venue on the day of our training workshop to avoid the use of plastic bottles for our training sessions The next step is to work with our suppliers to encourage them to adopt this practicebull reducetheamountofpaperandinthisrespectwehaveagreedwith our Board Directors that effective August 2013 that we will no longer use paper but instead adopt appropriate laptop or tablet software for board papers During this year we will also undertake a complete review of our use of paper especially the printing of training manuals and see if we can fully or partially adopt alternative solutions to reduce our footprint The objective over time must be to become paperless We also intend to meet with the Registrar of Companies to lobby for the reduction in printing of Annual Reports and to allow shareholders to receive a soft copy and opt for a hard copy by exceptionbull ensurethatallouroldelectronicgoodssuchasprintersorcomputers are properly recycled using genuine recyclers andbull workwithourlandlordstointroducerecyclingbinsforallthetenants in our building Raffles Tower
57 Total Environmental Protection Expenditure and InvestmentTo date the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its first Integrated Report at a total cost of Rs 150000 The Ecological Footprint calculation is the benchmark for reducing our footprint in the future
6 Social61 Risks Related to Corruption An ethics risk assessment which also covered corruption risks was undertaken in 2011-2 The assessment covered all the activities of the MIoD Thereafter the MIoD Code of Conduct was reviewed and revised to address ethical conduct within the Company and by its members A Whistleblowing Policy has also been implemented The Ethics Risk Assessment Report and the MIoD Whistleblowing Policy can be found on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
2 2
96
Central Water Authority
Water fountains
Bottled water
Total water withdrawal by source
Materials
Hec
tare
(Ha)
1200
1000
800
600
400
200
-
Clot
hes
Fabr
ics -
Cotto
n
Clot
hes
Fabr
ics - W
ool
Clot
hes
Fabr
ics -
Synt
hetic
Leat
her -
Bas
ed P
rodu
cts
Pape
r - B
ased
Pro
duct
s
Met
al -
Base
d Pr
oduc
ts
Plas
tic -
Base
d Pr
oduc
ts
Woo
d - B
ased
Pro
duct
s
Elec
trica
l Equ
ipm
ent
Glass
war
e Po
rcel
ain
Med
icina
l Pro
duct
s
Hygie
ne an
d Cl
eani
ng P
rodu
cts
Ciga
rette
s
Age
Caste
Colour
Creed
Ethnic origin
Impairment
Marital status
Place of origin
Political opinion
Race
Sex
Sexual orientation
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport12 13
Deva ArmoogumChairman
Our ValuesIntegrityLeading Mauritian corporations and institutions to international best practice in corporate governance while upholding the highest ethical moral and professional conduct
ExcellenceAiming for excellence in all we do and being passionate about our values
AccountabilityActing responsibly and demonstrating accountability for our decisions
Knowledge and ForesightPromoting the learning and continuous development of our members and the acquisition of planning and transformational skills
Teamwork and InnovationWorking together in mutual respect towards a common goal recognizing that innovation comes from harnessing diversity
TransparencyOperating in a fair and transparent manner and devoting time for the benefit of the Institute and its members
Founders and PatronsThe continued support of our Founders and Patrons has been crucial to the success so far of the MIoD Without this support in its first 5 years the MIoD would have struggled to operate and achieve its objectives With our 5th Anniversary milestone also comes the end of the 5 year agreement that was made with the Founder and original Patron Organisations We are in the process of seeking their renewed support and I am pleased to advise that the vast majority have advised us that they will continue to support the MIoD This shows their commitment to the promotion of effective corporate governance and global business standards in Mauritius We gratefully acknowledge the significant contribution of all our Founders and Patrons
AppreciationThe MIoDrsquos achievements would not be possible without the dedication and commitment of my fellow directors who serve on a voluntary pro-bono basis and I thank them all for their support during the last 12 months Under the able leadership of the CEO the MIoD team has grown to 6 this year with the appointment of an Executive Secretary and a Membership and Marketing Officer I thank them all for their valuable contributions and hard work in ensuring that the MIoD meets its objectives It has been my pleasure to work with them all this year
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport14 15
DESCRIPTION
Total number of members
Membership retention - of
members who have left total
Increase Associate members
No Company Directors
Customer-driven service excellence
and responsiveness
Developing and delivering a
range of benefits and services for
members
Total no public training workshops
Total no participants
Total no members attending
Develop team of trainers
Surpluses as per budget
Customer satisfaction rate
No membership events
Attendance
Conference
Newsletter
Initiate research and publications
on issues of major interest to
directors
Build a voice that is influential and
respected
Build our brand recognition and
increase MIoD visibility with regular
PR and media coverage
Develop key strategic partnerships
links and networks with local
regional and international
organisations
TARGET
200 new members
Retention 95
5 of membership
75 of company directors total
95 members satisfaction rate
-Benchmark survey members and
review benefits
-Membership Card updated
30
Average 25 participants per
workshop
50 Members participants
Fully utilise current team of 6
Rs 1343000
95 workshop participants satisfied
or very satisfied
5
Min 70
Dates partners programme venue
and sponsors agreed for 2013
4 pa
2 papers published
-Develop the Directors Forum
-Monthly meetings
-Min 75 active participation
-12 press releases pa
-Retainer spend media coverage 15
-Advertising Value Equivalency 115
-5th Anniversary Event
-min 2 new reciprocal links with
international organisations
-work to develop African Network
-work to develop French speaking
Network
RESULTS
194
91
3
63
97
-Survey conducted- 66 responses
(8)
-Membership Card updated
43
29
57
11 accredited trainers and facilitators
Rs 1572022
95
4
Average 100
Conference planned 17 -18 October
2013
4
1 published and 1 in editing stage
Monthly Forum Meeting
Active attendance 74
15
16
126
Held on 17 May 2013
-New links with IODs in Brazil and
Zimbabwe
-ACGN Network to be launched 16
October 2013
-No progress on French speaking
network
KEY STRATEGIC OBJECTIVE
Membership Growth
Training amp Education
Events
Communications
Publications
Advocacy
Visibility and Brand
Development
Links and Networks
DIRECTORSrsquo REPORT
1 Our StrategyIn the light of the strategic planning sessions held by the Board in November 2012 the vision and mission of the MIoD were reviewed in line with our values and updated to take into account feedback from the stakeholders of the MIoD
New Vision and MissionOur Vision is to be the preferred professional organisation for directors and aspiring directors as well as business leaders and Our Mission is to champion best business practices and effective corporate governance supporting Mauritius as a regional leader and to be the voice of Directors through training and certification programmes workshops and networking events advocacy research and thought leadership reaching out to both private and public sector enterprises
The strategic objectives of the MIoD as developed in its new three year (2013-2016) strategic plan address the key challenges and critical issues which were identified asbull assuring the long term sustainability of the Institutebull establishing the legitimacy of the MIoDbull attracting non-Directors Associates and members from the Public Sector as well as seasoned Directors andbull maintaining existing Founders and Patrons and attracting new Patrons
2 Risk ManagementThe MIoD Risk Register is regularly updated and includes this year an ethics risk assessment completed in August 2012 a review of our members Code of Conduct and the introduction of a Whistleblowing Policy A Business Continuity Plan was also approved and now needs to be fully tested
Our current reliance on funding by Founders and Patrons was reviewed and a sector analysis undertaken to ensure we are not vulnerable to financial downturn in any one sector while continuing to seek new Patrons and assurances from current Founders and Patrons as to their continued support
Debtor management has been improved with the implementation last year of Pastel and by improved procedures this year
IT security is ensured by daily back up of accounts and key data and a full back up every 15 days is held off site
3 Integrated ReportThe Integrated Report produced for the first time this year is part of our objective to be a role model of good Corporate Governance and best practice The MIoD recognizes that it operates within a social and economic environment and that its long term interest is to conduct itself as a ldquoresponsible corporate citizenrdquo For its ecological footprint the MIoD has worked with ELIA - Ecological Living in Action the successful tenderer The approach used has been one of learning-by-doing to build the internal capacity of MIoD to develop its Integrated Report on an annual basis and to use it as a strategic tool for fostering leadership in corporate governance The Footprint Report for 20123 is available on our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage The MIoD is now working towards Level C GRI certification and will continue to improve its Integrated Reporting based on the feedback obtained from stakeholders and in line with best practice
4 Key Performance Indicators The strategic objectives are translated into Key Performance Indicators (KPIs) which are regularly monitored by the Board to ensure that the objectives of the MIoD are met The KPIs for 2012-3 were
bull Engagement(withallstakeholders)bull Professionalism(qualityandhighstandards)bull Accessibility(cost)bull Responsiveness(serviceandreactivity)bull Openness(transparency)bull Model(leadershipandintegrity)bull Learningandsharing(knowledgeandinformation)bull Innovativeandcreative(dynamic)
Our Value Drivers
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport16 17
DESCRIPTION
-Ensure the resources and
systems are in place to achieve
the KPIs
-Team MIoD motivated to deliver
service standards and achieve
KPIs
Continued funding of 15
Founders and 23 Patrons
Surplus as per budget
Risk Register
Debtors
Risk Exposure
TARGET
-Recruit 1 additional admin team
member
-Explore recruitment of Executive
SecretaryCompany Secretary
-Training and Development plan
in action
-New website
Rs 5300000
Rs 69363
-Register mitigation in action and
updated quarterly
-Max 15 cumulative debtors as
of total revenues
-Max Rs 50000 bad debts
-Total revenues
-Funding 55
-Membership 25
-Training 15
-Other revenues 5
RESULTS
-Membership and Marketing
Officer and Executive Secretary
appointed
-Training and Development plan
in place
-New website under construction
Rs 5358333
Rs 353508
-Risk Register up to date
-Bad debts = 005 of total
debtors
-Max Rs 50000
- Funding 35
-Membership 15
-Training amp others 46
-Interest Income 4
KEY STRATEGIC OBJECTIVE
People Processes Technology
Funding
Finances
Risks
5 Founders and Patrons
The generous contributions and support of our Founders and Patrons were publicly acknowledged by the MIoD during the 5th anniversary celebrations where commemorative certificates were presented to them
With that milestone came also the end of the 5 year agreement that was made with the original Founders and Patrons They have all been approached to seek their continuing support for the MIoDrsquos work and we are pleased to report that 90 have so far agreed to renew their support for another period of five years
The trust placed in the MIoD by our Founders and Patrons helps us to continue in our mission to champion best business practices and effective corporate governance supporting Mauritius as a regional leader and to be the voice of Directors through training and certification programmes workshops and networking events advocacy research and thought leadership reaching out to both private and public sector enterprises
Founders and patrons contributed 35 of our revenue
6 Membership
Membership has increased by 27 and is in line with our target We are forecasting continued growth with 200 new members per annum for the next 3 years We have not been as successful in attracting Associates compared to other categories of members and we are in the process of reviewing the benefits package for Associates as well as our communications strategy for this market segment
63 of our members are directors but we continue to focus on the recruitment and nurturing of aspiring directors and young professionals who will be the directors of tomorrow
Membership retention is 91 over the 5 year life of the MIoD 40 of the loss of membership is due to members moving overseas ill health or no longer being professionally active and 30 for non-payment of membership fees
New partners are added from time to time so please consult our website wwwmiodmu for updatesMembership fees and affinity revenues currently account for 15 of the total MIoD revenue
7 Directorsrsquo Register
The Directorsrsquo Register (the Register) was set up in 2011 to enable companies to find suitable independent directors for their boards It is made up of Members and Fellows of the MIoD who are senior executives or directors from cross sections of industries and professions This is a free service for members and allows them to promote themselves as a potential independent director to sit on the boards of other organisations There is a small fee for companies who wish to undertake a search but a free search is offered to our Founders or Patrons and to registered NGOs as part of our Corporate Social Responsibility
We currently have 136 members on the Register and are happy to report that the 21 director search requests were received during 2012-3 Since January 2013 the demand has increased substantially and we believe there will be a higher number of search requests in the future as boards diversify and continue to implement good governance best practices
As from 1 September 2013 all new Members and Fellows of the MIoD will automatically be added to the Register upon receiving their membership confirmation
8 Training and Education
Our recent membersrsquo survey shows that membersrsquo satisfaction is overall very high at 97 In our aim to be customer driven and responsive membersrsquo feedback is greatly valued and very useful for reviewing the services we offer
Our members have received a new Membership Card this year entitling them to discounts on products and services with a growing number of affinity partners which include
Number of new Patrons
5Founders and existing
Patrons who have renewed their support
90
Customer driven service excellence
and responsiveness
97
Customer satisfaction rating
95
Total number of members
850
Total number of workshops
43
Number of directors searches carried out
21
Membership retention (200813)
91
Total number of members attending
workshops
57
Number of members on the Directorsrsquo
Register
136Percentage of
members who are directors
63
Total number of in-house workshops
12
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport18 19
Training and education continues to be one of the key activities of the MIoD Our partnership with high profile international trainers coupled with local trainers and local experts has enabled us to deliver high quality training workshops with a very high satisfaction rate The MIoD has been approved as a Training Institute by the Mauritius Qualifications Authority All the MIoD workshops are MQA approved and qualify for HRDC refunds as well as Continuing Professional Development (CPD) units
We continue to work closely with the IFC Global Corporate Governance Forum (GCGF) and the Ethics Institute of South Africa whose materials we mainly use for all our workshops
During last year we have invited several high profile overseas guest speakers and facilitators including Prof Mervyn King Dr Teodorina Lessidrenska Linda de Beer Chris Pierce Phil Armstrong Mike Saunders Bert van Walbeek Maggie Gorse Guillermo Miranda Prof Deon Rossouw Alison Dillon Kibirige and Dr Graeme Codrington
We ran a 5 day Ethics Officer Certification Programme in collaboration with the Ethics Institute of South Africa for the 3rd consecutive year and have now trained over 30 Ethics Officers in Mauritius
Also this year in collaboration with the GCGF we ran a Training of Trainers workshop facilitated by Chris Pierce thus increasing our trainers and facilitators pool to 11
The MIoD also relies heavily on local expertise in all its workshops and again thanks are due to all those local presenters who have provided their collaboration the past year especially the members of the National Committee on Corporate Governance
9 Corporate Services
We have continued to diversify our activities and the MIoD is increasingly being asked to help with Board and Board Committee Appraisals Corporate Governance Reporting Corporate Governance Assessments Ethics Risk Assessments Code of Conduct Development and Ethics Management Consulting Our Information and Guidance services are also regularly consulted
The revenue derived from these activities has been incuded this year under training and education but will be accounted separately next year
10 Events
The MIoD held 4 members events in the last year including a networking event held at the Blue Penny Museum in Port Louis and another at the Maritim Hotel Balaclava
The Annual Membersrsquo Meeting was held on 26 September 2012 with Philip Armstrong Head of the IFC Global Corporate Governance Forum as guest speaker talking on the topic ldquoSelecting a Board ndash An Art or a Sciencerdquo
The MIoD also celebrated its 5th anniversary this year at Angsana Balaclava Mauritius The guest of honour for the event was the President of the Republic of Mauritius His Excellency Mr Rajkeswur Purryag GCSK GOSK The event was attended by over 125 members and guests
Our thanks go to Phoenix Beverages for their sponsorship of all these membersrsquo events
11 Communications Visibility and Brand Development
The MIoD continues to build our brand recognition and increase our visibility with regular PR and media coverage We have received extended coverage throughout the year of our workshops our overseas and local facilitators who have been
interviewed in the press as well as interviews with the Chairman and the CEO Retainer spend media coverage was above target at 16 as was Advertising Value Equivalency at 125
Our members have received regular communications from us on our workshops and events as well as our quarterly on line newsletters and our membersrsquo survey
During this year the MIoD has also increased its visibility and communications on social media especially LinkedIN Facebook and Twitter
12 Advocacy and Publications
The MIoD is more and more being recognised as a key stakeholder in the corporate governance arena both locally and regionally
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network and is working with 12 Directors Organisations from various African countries (Kenya Malawi Morocco Mozambique Nigeria Senegal Tanzania Uganda Zambia Zimbabwe as well as Mauritius and South Africa) towards the official launch of the African Corporate Governance Network in Mauritius on 16 October 2013 2 meetings of the ACGN have been held so far the first in Johannesburg sponsored by Standard Bank and the second in Harare sponsored by ACCA and attended by the World Bank the IFC NEPAD Business Foundation and Ernst amp Young
Locally the Directors Forum launched in January 2012 acts as an Advisory Council and a Technical Committee to the MIoD and has issued its first publication entitled lsquoBest Practice Guidelines for Appointment of Directorsrsquo A copy of the guideline and the resource pack can be obtained from the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage The Directors Forum sponsored by Phoenix Beverages and PwC is now working on its second publication ldquoAn Ethics Guide for Boardsrdquo
The Members of the Directors Forum are
Kim Andersen
Deva Armoogum
Patricia Day-Hookoomsing
Anwar Kaidoo
Danielle Lagesse
Ambrish Maharahaje
Benoit Maingard
Gerard Manuel
Jane Valls
Franccediloise White
Bruneau Woomed
James Benoit
Hanlie Blaise
Heba Capdevila-Jangerkhan
Virginie Corneillet
Robert Coutet
Sanju Deenapanray
Pierre Dinan
George Dumbell
Bryan Gujjalu
Michael Ho Wan Kau
David Hotte
Thierry Leung
Sham Mathura
Kiran Meetarbhan
Tim Taylor
Aisha Timol
Sheila Ujoodha
MIoD Trainers
Local Presenters
Our training calendar continues to offer a variety of workshops and topics and demand for public and in-house workshops has increased this year
Our library has grown and is being increasingly used by members as is our book ordering service
Training contributes 46 of the total MIoD revenue
Pierre Dinan ndash Chairman
Clairette Ah Hen
Deva Armoogum
Sunil Benimadhu
Prabha Chinien
Aruna Collendavalloo
Jean Paul de Chazal
Girish Dabeesing
Michael Ho Wan Kau
Gerard Garrioch
Dr Raj Jugurnath
Georges Leung Shing
Cyril Mayer
Giandev Moteea
Megh Pillay
Krish Ponnusamy
Anita Ramgutty-Wong
Aisha Timol
Jane Valls
Richard Wooding
Number of completed projects
5Number of
on going projects
4
Number of events held
4
Retainer Spend Media coverage
16
Building a voice that is influential and
respected
1 new forum
Average attendance per event
100
Retainer Spend Advertising value
Equivalency
125
Number of publications issued
1
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport20 21
The recommendations of the Directors Forum to the MIoD which were sent to the Minister of Finance for the 2012 Budget were on the followingbull urgencytorevisetheNationalCodeofCorporate Governancebull PublicSectorGovernancetoincludeDirectorsrsquoTrainingand Induction programmes and the Continuing Professional Development (CPD) of Directors and Senior Executivesbull sustainabilityndashrecommendationsforEbeneCybercitythe Environment and CSRbull annualreportstoenablesoftcopiesratherthanhard copies to be sent to shareholders andbull ITndashdecreaseininternetcostsandincreasein e-government
The MIoD collaborated again with PwC by sponsoring the Award for Risk Management Reporting as part of the PwC Corporate Reporting Awards The Award for 2012 was won by the Mauritius Commercial Bank Ltd
We have also in partnership with KMPG set up an Audit Committee Forum This Forum will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help Audit Committee members and their Boards enhance the effectiveness and integrity of the financial reporting process
The Forum will act as a technical resource or sounding board for current issues relevant to audit committees Information relating to governance risk management auditing accounting and financial reporting future changes and international developments will be researched discussed and debated by the Forum to prepare formal topical position papers and alerts
The first meeting took place on 23 July 2013 The members of the Forum are
For more information on the Forum please refer to our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD is working closely with the Ethics Institute of South Africa to conduct a baseline survey on the state of ethics in companies in Mauritius
Finally the MIoD is also collaborating with the ICAC and the JEC on a private sector anti-corruption initiative in Mauritius
13 Links and Networks
We have continued to work hard this year developing key strategic partnerships links and networks with local regional and international organisations
We have expanded our international network to include Brazil and Zimbabwe and have now established links with 7 Institutes of Directors around the world Our members can network and attend events held by these institutes at local membersrsquo rates The network will increase with the launch of the African Corporate Governance Network (ACGN) during our International Conference being organised in collaboration with the IoDSA in October 2013
During this year we have collaborated with organisations such as ACCA Bank of Mauritius the Competition Commission Ernst amp Young ESSEC the Financial Reporting Council IoDSA the Mauritius Bankers Association the National Committee on Corporate Governance the Office of Public Sector Governance and PwC and take this opportunity to thank them all for their valued support
We continue to work closely with the IFC Global Corporate Governance Forum and the Ethics Institute of South Africa our key training partners
To facilitate the sharing of information with key regulatory bodies we are presently in discussions with them to enter into Memorandum of Understandings
Georges Leung Shing (Chairman)
Alastair Bryce
John Chung
Jerome de Chasteauneuf
Jean Paul de Chazal
Pierre Dinan
Catherine Dvorak
Maurice Enouf
Jean-Michel Felix
Anil Gujadhur
Paul Halpin
Fabrice Koenig
Reneacute Lecleacutezio
Ali Mansoor
Sanjay Molaye
Madhvi Ramdin
Sheila Ujoodha
Jane Valls
14 People Processes Technology
We have this year taken on two new team members bringing the team to 6 including the CEO Rizwana Eathally joined us as Membership amp Marketing Officer in October 2012 and Tioumitra (Ambrish) Maharahaje joined us as Executive Secretary in March 2013 taking over as the MIoD Company Secretary as well as Executive Secretary of the Directors Forum and the Audit Committee Forum managing the Directorsrsquo Register and leading future research projects
Last year we upgraded our accounts system with Pastel and this has proved an invaluable investment This year we have undertaken to build a new interactive website and integrated CRM Both are nearly finalised and should be fully operational in September 2013
All our processes at the MIoD are continually evolving and being reviewed as we grow We have reviewed this year our Accounting Membership and Training Procedures as well as the management of our Members and Directorsrsquo Registers
15 Finances
Although our membership has increased substantially and continues to grow and our training programme and corporate services have expanded the MIOD continues to rely on the contributions of its Founders and Patrons These contributions enable membership of the MIoD attendance at its events and use of its services to be accessible to the maximum number of people by keeping our fees at an affordable level
Accumulated funds have been placed on fixed deposits with the Mauritius Post and Cooperative Bank this being renegotiated at regular intervals
The MIoD has again this year made a small surplus of Rs 353508 for the year which is above targeted results
16 The Coming YearThe MIoD has a new three year business plan and will continue to focus on membership growth particularly for Associate members but also membership from the public sector and from more seasoned directors During the coming year we will
be undertaking a branding exercise to evaluate our image and encouraging greater stakeholder engagement to ensure excellent customer service and responsiveness through an Annual Members Forum and Survey and by establishing MOUs with key regulators
Ensuring high quality training and education remains a key objective by continuing to provide an innovative and interesting training programme with our team of 11 local trainers and consultants as well as high level overseas facilitators In 20134 this will include a Thought Leadership Programme and we hope to work more closely with the public sector We will also introduce information and consulting services and set up a Research unit to undertake research into directorsrsquo remuneration business ethics and board practices in Mauritius
The Audit Committee Forum will also start to operate and build capacity and the Directors Forum will continue to establish itself as the voice of Directors
As part of our Corporate Social Responsibility we will continue to offer pro-bono Directors Searches and Corporate Governance and Skills training for registered NGOs
We will follow up on the improvement of our Ecological Footprint by focusing on the reduction of our use of paper plastic and improving the quality of the food served at our workshops
Our new website will be launched shortly along with our new Customer Relationship Management system and our presence on LinkedIn Twitter and Facebook will be reinforced
The highlight of the coming year will undoubtedly be the launch of the African Corporate Governance Network on 16 October and our International Conference being organised in collaboration with the IoDSA on 17 and 18 October on the theme ldquoAfrica Rising Governance for Sustainability the Road Map for Value Creationrdquo with a big line up of distinguished speakers led by Baroness Lynda Chalker
Signed on behalf of the Board
Links with other IoDs
7Member
organisations in the ACGN
12
Total number of employees
6
Surplus 2012-3
Rs 352508
Accumulated Fund
Rs 4775300
New website and CRM system to be
launched
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
Date 21 August 2013
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
2nd Meeting of the ACGN Harare June 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport22 23
CORPORATE GOVERNANCE REPORT
1Compliance StatementIn accordance with its mission statement the Mauritius Institute of Directors (lsquoMIoDrsquo or the lsquoCompanyrsquo) is committed to applying the principles of good corporate governance in its operations Rather than adopting a lsquotick the boxrsquo approach to complying with the Code the MIoD has embedded the principles of the Code in its day to day operations
During the year the MIoD has complied with all material aspects of the principles of the Code Given that it has only six employees the Board considers that it functions effectively with only one Executive Director namely the CEO
2Corporate Details and Holding StructureIncorporated in Mauritius as a public company limited by guarantee on 11 February 2008 the MIoD is a non-profit organization engaged in the promotion of good corporate governance in Mauritius and training and development
The rights powers duties and obligations of the Company the Board each director and the members of the Company are governed by the Constitution of the Company and the Companies Act 2001
The constitution of the MIoD provides that inter alia21 every member irrespective of his class of membership including a person who has been a member at any time within 12 months from the effective date of the winding up of the Institute shall in the event of the Company having a deficit in disposable assets over its liabilities contribute a maximum of one hundred (100) Mauritian Rupees to the assets of the Company in the event of it being wound up22 the monies collected shall be applied for the payment of the debts and liabilities of the Company and the payment of the costs charges and expenses associated with the winding up the Company and23 the Directors are prohibited from making any form of distribution including distributing dividends returns of capital income or profits of the Company to the Members However the Company shall use any surplus funds in any year to pursue the goals set out in Article 5 of this Constitution
The full version of the constitution is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
3 The BoardFrom 1 June 2012 to 7 February 2013 the Board of the MIoD was comprised of 12 directors (6 male and 6 female) of whom 11 were independent directors and one was classified as an Executive Director namely the Chief Executive Officer (CEO)
A vacancy arose on the Board on 7 February 2013 when Mrs Aruna Collendavelloo stepped down as director of the Company As there was no urgent need to appoint a replacement and on the recommendation of the Nominations and Membership Committee it was resolved that such vacancy would be filled at the Annual Meeting of Members (AMM) scheduled on 25 September 2013
The profiles of the directors are set out on pages 7 to 9 of the report
Mr Deva Armoogum was appointed as Chairman of the Board by his fellow directors following the AMM held on 26 September 2012
For the year under review the Board considered its composition as adequately balanced and that the directors had the appropriate range of skills expertise and experience required to carry out their duties properly in order to serve the interests of all the stakeholders and provide effective corporate governance
The Constitution of the Company provides that with the exception of the Chief Executive Officer every other director shall be eligible for reappointment for a maximum of five consecutive years
In line with the Code all directors who meet the eligibility criteria stand for re-election at the AMM on the recommendation of the Nominations and Membership Committee
Messrs Deva Armoogum Georges Leung Shing and Mrs Danielle Lagesse having reached their term of office will not stand for re-election at the next AMM Mr Vaughan Heberden has also indicated that he will be stepping down at the next AMM The Nominations and Membership Committee has thus reviewed the skills competencies and experience required to enable the Board to function efficiently as well as the profile of the directors eligible for re-election Their contribution to board and committee meetings were also considered
Pursuant to such review the Nominations and Membership Committee has recommended that the following directors be considered for re-election at the Annual Meeting
1 James Benoit2 Ravin Lama3 Heba Jangeerkhan4 Patricia Day-Hookoomsing5 Catherine Dvorak6 Richard Wooding
As regards the five remaining vacancies on the Board the Committee has recommended that candidates with a background in the legal and accounting fields as well as in corporate governance matters be considered for election as director of the Company
A notice inviting members to apply for consideration as director of the Company was issued on 21 May 2013
On appointment to the Board new directors receive a comprehensive induction pack from the Company Secretary and the CEO and have informal meetings with the Chairman fellow Board members Nominations and Membership Committee the CEO and the employees of the MIoD The functions and responsibilities of the Chairman and CEO are separate
The Chairman and the CEO in collaboration with the Company Secretary agreed on the Board meeting calendar for the year and the Board meeting agendas in advance to ensure adequate coverage of key issues throughout the year Board packs are usually sent to the directors five days in advance
All directors have access to the Company Secretary and CEO to discuss issues or to obtain information on specific areas or items to be considered at Board meetings or any other area they consider appropriate Directors attend Board meetings unless exceptional circumstances prevent them from so doing
Furthermore the directors have the right to request independent professional advice at the expense of the Company The Board also invites third parties with relevant experience and expertise to attend board meetings as and when required
Besides Board meetings decisions are also taken through written Board resolutions as and when required
The attendance of directors at board and committee meetings is set out in the table on page 26
The profiles of the senior management team are set out at page 9 of the report
4 Board CommitteesThe Board of the MIoD has set up the following committees to assist in the execution of its responsibilitiesbull AuditandRiskCommitteebull CorporateGovernanceCommitteebull EducationCommitteebull NominationsandMembershipCommitteeThe chartersterms of reference of the committees are available for consultation on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
ldquoYour directors met seven times during
the year under review In addition two
offsite meetings were held to discuss the
strategic plan of the MIoD The Board also
received regular reports from the CEO
on the activities of the Company Board
deliberations were characterised by open
and frank discussions and provided a
forum for challenging and constructive
debates The Board also received reports
from the chairmen of the various
subcommitteesrdquo ndash Deva Armoogum
(Chairman - Board)
41 Audit and Risk Committee (ARC)The ARC is composed of three directors namely Georges Leung Shing (Chairman) Catherine Dvorak and Richard Wooding The Company Secretary acts as secretary of the committee The CEO is also in attendance at the meetings of the ARC as well as the Accountant and the External Auditor when required
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport24 25
ldquoThe Committee met three times during
the financial year 2012-3 Besides
reviewing the companyrsquos accounting
policy and procedures management
accounts the financial statements and
the Annual Report 2012 the Committee
reviewed its own terms of reference The
MIoD thus now requires its lead audit
partner to be rotated every five years
The risk register of the MIoD was also
updated and two new risks ndash debtorsrsquo
collection and credit risks- were added
to the register To give assurance to the
Board and the members that the internal
controls systems of the Company are well
maintained and as best practice we have
decided to commission an audit of the
accounting policies and procedures This
exercise will be conducted in the financial
year 2013-4rdquo Georges Leung Shing ndash
Chairman ARC
ldquoThe Corporate Governance Committee
was active during the last financial year
in its mission to improve the governance
of the MIoD We met thrice during the
year and considered several policies
regarding matters such as human
resources business continuity planning
whistleblowing media interaction
as well as data protection During
the year Ecological Living in Action
was commissioned to undertake the
evaluation of the Institutersquos Ecological
Footprint and the Committee approved
the final report and recommendations
Besides reviewing the non-financial
part of the Annual Report we also
worked on the framework for the first
integrated report issued this year The
Committee also recommended as part
of its corporate social responsibility
programme that the MIoD shall offer pro-
bono training on corporate governance
to registered non-governmental
organisations as well as using its Directors
Register to conduct pro bono searches for
such organisationsrdquo Vaughan Heberden ndash
Chairman GGC
The ARCrsquos main responsibilities are to assist the Board of directors in fulfilling its oversight responsibilities forbull theintegrityoftheCompanyrsquosfinancialstatementsbull theCompanyrsquoscompliancewithlegalandregulatory requirementsbull theindependentauditorrsquosqualificationsindependence and performance bull theeffectivenessoftheCompanyrsquosinternalcontrolsbull thereviewofanyaccountingorauditingconcerns identifiedbull monitoringofdebtorsandbull thereviewoftheriskphilosophystrategyandpolicyand assessment of the quality of the risk management process
53 Education Committee (EC)The EC is composed of six directors namely James Benoit (Chairman) Ravin Lama Danielle Lagesse Patricia Day-Hookoomsing Richard Wooding and Jane Valls The Company Secretary acts as secretary of the committee
The Committee is responsible for all matters regarding training and education activities of the MIoD aimed at the promotion and achievement of its objectives
54 Nominations and Membership Committee (NMC)The NMC is composed of four directors namely Deva Armoogum (Chairman) Georges Leung Shing Heba Capdevila-Jangeerkhan Aruna Collendavelloo (up to 7 February 2013) and James Benoit (as from 10 April 2013) The CEO is in attendance at the meetings and the Company Secretary acts as secretary of the committeeThe Committee is responsible for all matters concerning membership of the MIoD as outlined in its Constitution and for recommending to the Board candidates to be appointed as directors to the Board as well as all employeesrsquo remuneration
The Committee has a separate set of clear and transparent published procedures and distinct terms of reference for the nomination of directors and for the admission of new members
ldquo2012-3 was an eventful year for the EC
Four meetings were held during the year
Besides the 12 training courses of the
Director Development Programme which
are proposed annually some 24 training
workshops were planned by the MIoD on
several new topics such as Social Media
Skills Running an AGM Marketing for
the Asian Market Marketing Strategy
Effective Company Secretaries Duties
and Rights of Minority Shareholders and
Unfair Competition and Anti-Competitive
Behaviours We helped to build capacity
in the corporate governance field by
sponsoring a lsquotrain the trainersrsquo session
on corporate governance bringing
the number of IFC certified trainers in
corporate governance to 11
Our courses continue to be well attended
with an average of 29 participants per
workshop and we are pleased to report
that the satisfaction rating has remained
above average at 95 The Committee has
worked on the development of a lsquoThought
Leadership Programmersquo in collaboration
with TommorrowToday which will be
launched shortly The Committee has also
contributed to the planning of the second
international conference entitled lsquoAfrica
Rising Governance for Sustainability
The Road Map for Value Creationrsquo which
will take place in Mauritius on the 17-18
October 2013 and has received regular
progress reports from the CEOrdquo James
Benoit ndash Chairman EC
42 Corporate Governance Committee (CGC)The CGC is composed of four directors namely Vaughan Heberden (Chairman) Danielle Lagesse Aurna Collendavelloo (up to 7 February 2013) Catherine Dvorak (as from 10 April 2013) and Jane Valls The Company Secretary acts as secretary of the committeeThe CGC makes recommendations to the Board on all Corporate Governance provisions to be adopted to enhance compliance with prevailing governance principles and practices
5th Anniversary members networking evening
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport26 27
ldquoDuring the year the Nominations and Membership Committee met twice and approved
194 new members Building on the qualitative research conducted by TNS Analysis on
the Associate memberrsquos category we identified new strategies to attract more associate
members which will be implemented in 2013 With regards to nominations as three
directorswillreachtheirtermofofficeatthe2013AnnualMeetingofMembers(AMM)and
following a vacancy which arose on the board during the course of the year as well as one
director who will be stepping down at the AMM the Committee reviewed the composition
of the Board to identify the profiles of prospective directors The nomination notice was
issued on 21 May 2013 to invite members to send their candidature for election at the AMM
scheduled on 25 September 2013rdquo Deva Armoogum ndash Chairman NMC
Attendance at meetings
ARMOOGUM Devapragassen
BENOIT James
CAPDEVILA-JANGEERKHAN Heba1
COLLENDAVELLOO Aruna2
DAY-HOOKOOMSING Patricia1
DINAN Pierre3
DVORAK Catherine
HEBERDEN Vaughan
LAGESSE Danielle
LAMA Ravin
LEUNG SHING Georges
SUDHOO Arjoon3
THOMAS Appalsamy3
VALLS Jane Elizabeth Orde
WOODING Richard
Board
77
57
55
33
45
12
57
57
67
47
77
02
22
77
47
ARC
na
11
na
na
na
na
33
na
na
na
23
11
na
33
02
EC
11
13
na
na
23
na
na
01
44
34
na
na
na
44
14
NMC
22
11
11
na
na
na
na
na
na
na
22
na
11
22
na
CGC
na
na
na
11
na
na
na
22
33
na
na
01
na
33
11
in attendance1 Appointed at AMM held on 26 September 20122 Appointed at AMM held on 26 September 2012 and resigned on 7 February 20133 Resigned at AMM held on 26 September 2012
5Board Performance and Evaluation An evaluation of the Boardrsquos performance is undertaken every year and reviewed with the objective of improving its performance procedures practices and administration and those of its Committees as well as the overall achievement of the Companyrsquos Vision Mission Values and Objectives The last Board Evaluation Report in August 2012 identified the following key area for improvement the need for the Board to become more strategic and less operational As a result 2 half day Board strategy off-sites were held in November 2012 and the Board agenda now focuses on key strategic and important issues first
6 Conflicts of InterestThe Boardrsquos policy on conflicts of interest with which all employees and directors are expected to comply is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
7 Statement of Remuneration PhilosophyThe NMC is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position and at levels which take into account industry and market benchmarks
The Non-Executive Directors are not remunerated for serving on the Board
The total remuneration of the CEO for the year was
Name Remuneration VALLS Jane Elizabeth Orde Rs 3629715
8 Annual Meeting of MembersAs at 30 June 2013 the MIoD had 850 membersThe MIoD communicates to its members through its Annual Report publications newsletters website emails and Annual Members Meeting The key members events held during the year were
10 Internal Control and Risk Management(a) Risk ManagementThe Board is responsible for the process of risk management which incorporates internal control and audit and has delegated its overall responsibility to the ARC The ARC assists the Board in fulfilling its responsibilities by monitoring decisions and processes designed to ensure the integrity of financial reporting and sound systems of internal control and risk management Management is accountable to the Board to establish processes and procedures for identifying evaluating and managing any significant risks faced by the Company
A full risk analysis has been undertaken and a register of key risks has been established and presented to the ARC for the appropriate mitigation actions and decisions to be taken
The key risks identified and which require monitoring are as followsbull reputationbull lossofFoundersandPatronsfundingespeciallyafterthe initial 5 year periodbull technologyfailureanddatalossbull naturaldisastersandbull creditriskattributabletotradereceivables
These risks are being addressed in the following waysbull anethicsriskassessmentwascompletedinAugust2012bull theMIoDCodeofConducthasbeenreviewedbull aWhistleblowingPolicyhasbeenimplementedbull theMIoDhasputinplaceanew3yearbusinessplanto ensure its sustainabilitybull aDisasterRecoveryandBusinessContinuityPlanhasbeen put in place and now needs to be testedbull improveddebtormanagementandregularfollowupbull currentrelianceonfundingbyFoundersandPatronshas been reviewed and a sector analysis undertaken to ensure limited vulnerability to a financial downturn in any one sectorbull 5newPatronshavebeensecuredbull theoriginalFoundersandPatronscontinuedsupporthas been sought and secured andbull ITsecurityhasalsobeenreviewedandimproved
(b) Internal ControlCays Associates was appointed in May 2010 to look after the MIoDrsquos accounts Segregation of duties is ensured for approval of all purchases payments of bills and signing of cheques Cash transactions are limited and receipts are immediately issued A new Pastel software accounting system has been introduced to further improve the management of accounts and debtors
(c) External AuditMoore Stephens was re-appointed as external auditor for the year 2012-3 No non-audit services were rendered by the external auditor
1 Members Networking Evening at the Blue Penny Museum2 Annual Meeting of Members at La Grande Cannelle Domaine les Pailles3 Members Networking Evening at the Maritim Hotel Balaclava4 5th Anniversary event at Angsana Balaclava
31 August 2012
26 September 2012
30 November 2012
17 May 2013
9 Share PriceThe Company is not listed on any stock exchange and share price information is therefore not applicable
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport28 29
11 Corporate Social Responsibility (CSR)The Company is a non-profit organization and is therefore not accountable for CSR contributions The MIoD has however decided this year to implement a corporate social responsibility programme which consists of the offer of pro-bono training on corporate governance to registered non-governmental organisations as well as using its Directorsrsquo Register to conduct pro-bono searches for such organisations
12 EthicsThe Companyrsquos Code of Conduct was reviewed and updated on 15 July 2012 The members of the Company are expected at all times to act in such a way as not to bring themselves or the MIoD into disrepute They are also expected to comply with the Code of Conduct of the MIoD which provides guidance on behaviour to be adopted by the members
The MIoD has this year implemented a Whistleblowing Policy
The Code of Conduct and the Whistleblowing Policy are available on the website of the MIoD
Two of the MIoD team have undertaken Ethics Officer training this year bringing the total number who have undergone this training to three
13 EnvironmentTo support the MIoD in its endeavour to promote corporate sustainability in Mauritius an exercise was undertaken to calculate the MIoDrsquos Ecological Footprint (EF)
Please refer to the sustainability report on pages 29 to 36 for more information on this matter
14 Health and SafetyThe Company complies with health and safety legislations No incidents have been reported during the year
15 Social IssuesThe Company is an equal opportunities employer and considers the welfare and development of its employees to be very important
Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD workshops and events as well as external training for their professional development Team building exercises are held regularly to reinforce team values and teamwork
Please consult our website to know more about our HR policies and practices wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
16 Related Party TransactionsThe MIoD has procured training services from Consultancy Company Limited amongst other service providers since 2011 With the nomination of Mrs Patricia Day-Hookoomsing as a Director of the MIoD in September 2012 such services are now recorded as a related party transaction and disclosed in the Financial Statements in note 13
17 Management AgreementsNo management agreement has been entered into by the Company
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
21 August 2013
1 Report Content and Reporting ParametersThis report marks two significant milestones for the MIoD It is the MIoDrsquos first Integrated Report and it also marks the first time that the GRI framework has been adopted for sustainability reporting by the MIoD These milestones are timely and are squarely aligned with MIoDrsquos position in the market to promote corporate sustainability and to lead by exampleThe integrated report has adopted the G31 guidelines of the Global Reporting Initiative and it reflects MIoDrsquos commitment to provide a transparent and fair review of its strategy performance and activities in 2012-3 to its stakeholders The triple bottom line reporting has endeavoured to provide an open and honest summary of the social economic and environmental impacts stemming from our activities and commitments practices objectives and performance results regarding the management of our impacts The report contains a combination of quantitative and qualitative impactsMIoD has also adopted a learning-by-doing approach to internalise integrated sustainability reporting as a strategic management tool To reflect this approach we have realised this report in the GRI Level C application with the view that MIoD will graduate progressively to higher level reporting over time It is understood that the learning-by-doing approach implies that the processes tools and methodologies applied to identify prioritise and validate report content and reporting parameters will evolve over time Nevertheless the processes tools and methodologies are systemic and have been applied systematically to allow year-on-year comparisons of MIoDrsquos performance This is even more so because MIoD is a relatively young organisation that holds a unique position vis-agrave-vis its stakeholdersWe have used GRI Reporting Standard principles in determining the scope of the report content structure and quality and data calculation and disclosure techniques The content of this report discloses MIoDrsquos performance for the period starting July 1 2012 and ending June 30 2013
2 Report Scope amp BoundaryThe activities of MIoD cover the geographical area of the Republic of Mauritius and most of these activities take place in the island of Mauritius The report boundary is therefore the activities of MIoD in Mauritius In addition to GRIrsquos Sustainability Reporting Guidelines (GRI 31) the report also follows the International Financial Reporting Standards (IFRS) for financial reporting and the Code of Corporate Governance of Mauritius 2004 Boundaries for non-financial data collection are consistent with our financial reporting thus aligning financial environmental and social reporting Since stakeholder inclusiveness is a cross-cutting issue in determining the content and scope of reporting we have attempted to take into consideration the expectations of our stakeholders as well as to quantify or qualify the impacts of our activities on their well-being including present and future considerations and to take remedial actions Our stakeholder engagement processes are discussed below
3 Determining Report ContentGuided by the G31 reporting guidelines and principles and technical protocol the following criteria have been observed in preparing this reportStakeholder inclusivenessStakeholder identification and engagement have been carried out using a combination of three methods namely (1) market knowledge by virtue of being the main organization mandated to foster the development of corporate governance at the level of Boards and upper management in Mauritius (2) value-chain analysis to establish the entire supply chain of MIoDrsquos services including the enabling environment and business providers and (3) on-going surveys with existing and potential members
The stakeholders of the MIoD are set out below
MIoD appreciates the benefits derived from stakeholder engagement and endeavours to maintain close proximity with key stakeholders We carry out membership surveys ethics risk assessments and on-going evaluations of our training programmes to identify and address issues that are relevant to our stakeholders and also to engage our stakeholders in assessing MIoDrsquos performance risks and opportunities For instance the following examples are pertinent
bull MIoDcarriedout43publictrainingworkshopsinvolving1262 participants during the reporting period and each one was accompanied by a written evaluation The response rate across all the courses was close to 90 with a 95 customer satisfaction rate Please refer to page 17 of the Report)bull InJuly2011anEthicsRiskAssessmenthasenabledkeystakeholders to share their views and to highlight the key ethics risks for the MIoD The stakeholders included members MIoD directors suppliers employees media MIoD founders and patrons and MIoD partners The assessment combined questionnaire surveys interviews and focus group discussions and covered the following areas organisational culture financial operational governance conduct and behaviour of individuals relating to or
SUSTAINABILITY REPORT
FOUNDERS AND
PATRONS
DIRECTORS
FORUM amp
AUDIT
COMMITTEE
FORUM
KINDRED
ORGANISATIONS
amp PARTNERS
MEMBERS
THE
BOARD
MANAGEMENT
amp EMPLOYEES
CORPORATE
SECTOR ndash
PRIVATE AND
PUBLIC
POLICY
MAKERS AND
REGULATORS
SUPPLIERS
THE
COMMUNITY
THE
ENVIRONMENT
THE MEDIA
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport30 31
working with MIoD (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull InJuly2012MIoDalsocarriedoutaqualitativesurveyofthemotivations and needs of its Associate Members (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull PeriodiconlineandtelephonicmembersrsquosurveysThelastsurvey was completed in June 2012 and the latest one was completed by the end of June 2013 (a copy of the questionnaire can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull TheMIoDDirectorsForumcomposedofdirectorsfromtheprivate and the public sector acts as an advisory and technical committee to the MIoD and draws on the experience and knowledge of its members to represent the collective view of directors across a broad spectrum of organisations (a list of members of the Directors Forum can be found on page 19 of the Reportbull TheviewsofFoundersandPatronsoftheMIoDwhorepresent a cross section of public and private sector companies in Mauritius are sought in annual individual meetings while regular meetings with partner and kindred organisations provide feedback from these stakeholders andbull ByincorporatingtheimpactsofsuppliersontheEcologicalFootprint of MIoD (please see more in the section on Materiality below) thereby serving as a basis for involving suppliers in the value chain to take remedial actions in partnership with MIoD
Sustainability ContextAs a leading organization promoting corporate sustainability we consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic social and environmental fronts This is important on two counts namely (1) the increasing awareness in the Mauritian public and private sector for mainstreaming the three pillars of sustainable development and (2) the recognition that corporate sustainability can be a significant comparative advantage and differentiation strategy It is worth mentioning here that MIoDrsquos Integrated Report is squarely aligned with the newly adopted Maurice Ile Durable (MID) Policy Strategy and Action Plan of Mauritius especially concerning lsquoenhancing the corporate environment social responsibility and accountabilityrsquo (wwwmidmu ndash accessed 12 July 2013) The sectorial MID Strategy for employmenteconomy specifically refers to the use of GRI as a benchmark for developing a Sustainability Index for publicly listed companies
CompletenessWe have ensured that all the material topics and indicators covered in this report reflect completely the significant economic environmental and social impacts of our activities and enable our stakeholders to assess our performance in 2012-3 effectively
BalanceWe have attempted to present an unbiased picture of our performance by avoiding selections omissions or presentation formats that are reasonably likely to unduly or inappropriately influence the readerrsquos decision or judgment The report provides both favourable and unfavourable results as well as results that can influence the decisions of stakeholders in proportion to their materiality This is a commitment to MIoDrsquos transparency
ComparabilitySince this is the first integrated sustainability report results present the baseline data and information against which comparative performance analysis will be carried out in the future
AccuracyThe different data in this report have been presented both on a qualitative and quantitative basis In any case we have ensured openness in measurements and qualitative analyses while bearing in mind that data would need to be verifiable While the non-financial components of the present report have not been subject to an independent third party audit the processes methodologies and tools for generating and analysing quantitative and qualitative data were adopted because they lend themselves to such audits Where applicable such as in the case of Ecological Footprint analysis discussed below error analysis is provided to deal with uncertainties in measurements
TimelinessThis report will be issued for the purpose of the Annual Meeting of Members on 25 September 2013 It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting This open review process forms an integral part of the learning-by-doing approach
ClarityThis report has been presented in a manner that is understandable accessible and usable by our stakeholders As far as practicable graphics and data tables have been used to present information
ReliabilityInformation and processes used in the preparation of this report have been consistently gathered recorded compiled analysed and disclosed in a way that has been subject to constant examination by a competent internal team together with the help of an external consultancy firm with experience in integrated sustainability reporting using the GRI G31 Reporting Guidelines and Principles
MaterialityAccording to the GRI G31 Guidelines materiality has to be determined by considering the economic environmental and social impacts that cross a threshold in affecting the ability to
meet the needs of the present without compromising the needs of future generations Since the identification of thresholds is not trivial especially when considering long-term impacts or impacts where root causes and their effects are delocalised geographically and across different time horizons the methodology applied by MIoD to gauge materiality is evolving as it strives to better integrate sustainability across its entire spectrum of operations and services The underlying approach is to identify and prioritise those impacts that have a propensity to create preserve or erode economic environmental and social value for itself and its stakeholders In order to be methodological and systematic a combination of approaches has been used to determine materiality and the contents of this reportbull ThelegalrequirementsoftheRepublicofMauritiusInmanyinstances the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts and these thresholds are usually identified because of their materialitybull Adoptionofathoroughriskmanagementprocessthatallowsus to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative The risk management process also makes visible opportunities to better serve our stakeholdersbull Bykeepingacloseproximitywithourstakeholdersasexplained above under lsquoStakeholder Inclusivenessrsquobull IdentificationofinternalissuesthroughmeetingswithMIoDteam members as well as subscribing to continuous learning to better adhere to our policies values strategies targets and risk management processes andbull CarryingoutanEcologicalFootprintanalysisofouroperationsthat cover the impacts of the following (1) food (mainly provided by third parties during delivery of MIoD training) (2) consumables (3) utilities buildings and transport and (4) waste The first Ecological Footprint analysis was carried out for the calendar year 2012 (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage) and its results and recommendations were approved by the MIoDrsquos Board of Directors on 5 December 2012 The time period for the Ecological Footprint analysis has been revised to match the reporting period July 2012-June 2013 and the Footprint updated The analysis has been used to quantify impacts identify impacts of most significance and provide a basis for taking remedial actions across the value chain as discussed in this report Ecological Footprint analysis has been adopted as one way to deal with the difficulties in establishing thresholds for sustainability impacts The Ecological Footprint analysis also captures the ecological impacts of services delivered (except for electricity and primary energy consumption) by third party venues during MIoD training
MIoDrsquos materiality framework is evolving We are confident that the results presented here are sufficiently robust to instil confidence in the quality of the report The integrated Sustainability Report should be read in conjunction with our online resources
Validation is currently essentially an internally orientated process with authorisation by the CEO and Executive Secretary and ultimate approval of the Integrated Report by the Board of Directors
Performance indicators have been chosen for reporting purposes based on three main factors1 Results of the Ecological Footprint Analysis2 Our ability or maturity to respond and3 The opportunity for MIoD to grow and gain advantage from the impacts
The calculation of Performance Indicators has followed the GRI Indicator Protocols GHG emissions arising from the use of electricity has been calculated from the Grid Emission Factor of Mauritius using the methodological tool 07 ndash ie ldquoTool to calculate the emission factor for an electricity system (Version 0300) - proposed by the Clean Development Mechanism for calculating the operating margin (httpcdmunfcccintmethodologiesPAmethodologiestoolsam-tool-07-v300pdf )rdquo GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator (httpwww2icaointencarbonoffsetPagesdefaultaspx)
Re-statements of information are not applicable to MIoDrsquos first Integrated Report
4 Market Position41 Range of Ratios of Standard Entry Level Wage by Gender The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees Entry salaries are based on industry and market benchmarks the entrantrsquos educational level and relevant experience The Board Nominations Committee is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position
The MIoD employs 5 staff excluding the CEO ndash 3 female and 2 male The lowest male basic salary is Rs 28618 and the lowest female basic monthly salary is Rs 14478 There is no official minimum wage in Mauritius in our sector However as per the Ministry of Labour and the National Remuneration Order for Travel Agents and Tour Operators Workers a similar service sector the minimum wages prescribed for comparable jobs are as follows
bull SeniorAccountsClerkRs10306bull AdministrativeClerkRs8717
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport32 33
Based on this methodology the ratio of entry level wage by gender compared to local minimum wage for comparable jobs is 126 for male staff and 117 for female staff The apparent difference between the two ratios does not imply gender bias at MIoD since for any specific position a male or female employee would receive the same remuneration all else being equal
The MIoD is focused on continually developing a workforce that is dedicated motivated and well trained in order to assure the Institutersquos future development and growth as well as providing long term employment for individual employees
To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions A competitive total compensation package includes an effective salary and a benefits plan which aims tobull payafairbasicsalaryforthejobbybenchmarkingagainst similar jobs and similar organisations in Mauritius and taking into consideration internal equity specific job requirements and the skills knowledge and abilities of the employeebull providebasicbenefitsandbull recogniseindividualcontributionthroughtheperformance bonus system
The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation which is normally paid in December and is calculated proportionately to the time of service during the year All employees receive a pay slip and salaries are paid on 26th of each month by standing order
42 Suppliers The MIoD has adopted a lsquoProcurement Policyrsquo to ensure that all procurement activities carried out by the MIoDbull provide best possible valuebull are conducted in a fair objective and transparent mannerbull are compliant with all relevant legislation and any other related policiesbull use best practice in the application of ethical standards andbull are consistent with the MIoDrsquos Vision Mission and Values
The choice of suppliers is influenced by the above mentioned objectives Although environmental benefits are considered as part of the procurement process with due consideration given to all relevant aspects of whole life-cycle costs of products the MIoD does not have a specific policy of preferring locally based suppliers
For some events and where a local capacity gap exists the MIoD has recourse to overseas facilitators to bring best practice to Mauritius
The MIoD intends to assess the geographical spread of its
procurement practices and report on the percentage of procurement budget which is spent on local suppliers in its next financial year At the same time the need to amend the procurement policy to promote local suppliers will also be considered
43 Recruitment Policy Under the Equal Opportunities Act 2008 (lsquoEOArsquo) an employer cannot discriminate against an employeeprospective employee on the basis of the following
The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting recruiting employing appraising promoting or dismissing an employee
Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis the MIoD is committed to a policy of equal opportunities
Its HR Policies amp Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race religion or belief colour sex age national origin disability or sexual orientation The MIoDrsquos HR Policy and Guidelines can be found on the website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepageAll employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines
5 Environmental Performance51 MaterialsThe main consumable materials used by the MIoD are shown in this chart
52 Energy Consumption The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes This amounted to 94113 MJ for the reporting period Also the indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid This was 10386 kWh electric for the reporting year ndash ie 11217 GJ thermal MIoD is not a producer of direct or indirect energiesInitiatives to reduce indirect energy consumption need to be investigated in the coming year This could for example include more energy-efficient lighting technologies A key constraint for the implementation of energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner or manager
53 Water The MIoDrsquos consumption of water includes water delivered by the Central Water Authority water consumed from water fountains and bottled water for training workshops This was 26 m3year for the reporting period
54 Greenhouse Gas Emissions The total CO2 emissions of the MIoD has been estimated at 206 tonnes for the reporting period with direct and indirect emissions contributing 57 and 149 tonnes of CO2 respectively as follows bull IndirectemissionsofCO2 arose from the consumption of electricity and air travel This amounted to 107 tonnes and 42 tonnes of CO2 respectivelybull TotaldirectCO2 emissions related to land transport has been estimated at 57 tonnes of CO2 The estimation is based on the total distance travelled (km) during the reporting year an average fuel efficiency of 12 kmlitre of gasoline and the emission factor of motor gasoline
55 Waste All waste produced by MIoD and related to MIoD activities were sent to the landfill during the reporting period The main sources of waste were paper (350 kg or 035 tonnes) and plastic (37 kg or 0037 tonnes) By virtue of its activities MIoD does not deal with hazardous wastes of any kind
56 Mitigation of Environmental Impacts Following the Ecological Footprint Report undertaken in 2012 three areas were highlighted that needed attention
(i) food (mainly provided by third parties during delivery of MIoD trainings) (ii) consumables and(iii) waste management
In this respect the MIoD has undertaken in the financial year 2013-4 to bull workwithourkeythirdpartyfoodsupplierstoimprovethequality of the food offered during our training sessions especially taking into account the health problems in Mauritian society such as diabetes and to reduce our ecological footprint in this respect We have also engaged the advice of a nutritionistbull reducetheamountofplasticthatwepurchasebothinourownoffice but also through our third party suppliers In this respect we now have a water dispenser delivered to each training venue on the day of our training workshop to avoid the use of plastic bottles for our training sessions The next step is to work with our suppliers to encourage them to adopt this practicebull reducetheamountofpaperandinthisrespectwehaveagreedwith our Board Directors that effective August 2013 that we will no longer use paper but instead adopt appropriate laptop or tablet software for board papers During this year we will also undertake a complete review of our use of paper especially the printing of training manuals and see if we can fully or partially adopt alternative solutions to reduce our footprint The objective over time must be to become paperless We also intend to meet with the Registrar of Companies to lobby for the reduction in printing of Annual Reports and to allow shareholders to receive a soft copy and opt for a hard copy by exceptionbull ensurethatallouroldelectronicgoodssuchasprintersorcomputers are properly recycled using genuine recyclers andbull workwithourlandlordstointroducerecyclingbinsforallthetenants in our building Raffles Tower
57 Total Environmental Protection Expenditure and InvestmentTo date the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its first Integrated Report at a total cost of Rs 150000 The Ecological Footprint calculation is the benchmark for reducing our footprint in the future
6 Social61 Risks Related to Corruption An ethics risk assessment which also covered corruption risks was undertaken in 2011-2 The assessment covered all the activities of the MIoD Thereafter the MIoD Code of Conduct was reviewed and revised to address ethical conduct within the Company and by its members A Whistleblowing Policy has also been implemented The Ethics Risk Assessment Report and the MIoD Whistleblowing Policy can be found on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
2 2
96
Central Water Authority
Water fountains
Bottled water
Total water withdrawal by source
Materials
Hec
tare
(Ha)
1200
1000
800
600
400
200
-
Clot
hes
Fabr
ics -
Cotto
n
Clot
hes
Fabr
ics - W
ool
Clot
hes
Fabr
ics -
Synt
hetic
Leat
her -
Bas
ed P
rodu
cts
Pape
r - B
ased
Pro
duct
s
Met
al -
Base
d Pr
oduc
ts
Plas
tic -
Base
d Pr
oduc
ts
Woo
d - B
ased
Pro
duct
s
Elec
trica
l Equ
ipm
ent
Glass
war
e Po
rcel
ain
Med
icina
l Pro
duct
s
Hygie
ne an
d Cl
eani
ng P
rodu
cts
Ciga
rette
s
Age
Caste
Colour
Creed
Ethnic origin
Impairment
Marital status
Place of origin
Political opinion
Race
Sex
Sexual orientation
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport14 15
DESCRIPTION
Total number of members
Membership retention - of
members who have left total
Increase Associate members
No Company Directors
Customer-driven service excellence
and responsiveness
Developing and delivering a
range of benefits and services for
members
Total no public training workshops
Total no participants
Total no members attending
Develop team of trainers
Surpluses as per budget
Customer satisfaction rate
No membership events
Attendance
Conference
Newsletter
Initiate research and publications
on issues of major interest to
directors
Build a voice that is influential and
respected
Build our brand recognition and
increase MIoD visibility with regular
PR and media coverage
Develop key strategic partnerships
links and networks with local
regional and international
organisations
TARGET
200 new members
Retention 95
5 of membership
75 of company directors total
95 members satisfaction rate
-Benchmark survey members and
review benefits
-Membership Card updated
30
Average 25 participants per
workshop
50 Members participants
Fully utilise current team of 6
Rs 1343000
95 workshop participants satisfied
or very satisfied
5
Min 70
Dates partners programme venue
and sponsors agreed for 2013
4 pa
2 papers published
-Develop the Directors Forum
-Monthly meetings
-Min 75 active participation
-12 press releases pa
-Retainer spend media coverage 15
-Advertising Value Equivalency 115
-5th Anniversary Event
-min 2 new reciprocal links with
international organisations
-work to develop African Network
-work to develop French speaking
Network
RESULTS
194
91
3
63
97
-Survey conducted- 66 responses
(8)
-Membership Card updated
43
29
57
11 accredited trainers and facilitators
Rs 1572022
95
4
Average 100
Conference planned 17 -18 October
2013
4
1 published and 1 in editing stage
Monthly Forum Meeting
Active attendance 74
15
16
126
Held on 17 May 2013
-New links with IODs in Brazil and
Zimbabwe
-ACGN Network to be launched 16
October 2013
-No progress on French speaking
network
KEY STRATEGIC OBJECTIVE
Membership Growth
Training amp Education
Events
Communications
Publications
Advocacy
Visibility and Brand
Development
Links and Networks
DIRECTORSrsquo REPORT
1 Our StrategyIn the light of the strategic planning sessions held by the Board in November 2012 the vision and mission of the MIoD were reviewed in line with our values and updated to take into account feedback from the stakeholders of the MIoD
New Vision and MissionOur Vision is to be the preferred professional organisation for directors and aspiring directors as well as business leaders and Our Mission is to champion best business practices and effective corporate governance supporting Mauritius as a regional leader and to be the voice of Directors through training and certification programmes workshops and networking events advocacy research and thought leadership reaching out to both private and public sector enterprises
The strategic objectives of the MIoD as developed in its new three year (2013-2016) strategic plan address the key challenges and critical issues which were identified asbull assuring the long term sustainability of the Institutebull establishing the legitimacy of the MIoDbull attracting non-Directors Associates and members from the Public Sector as well as seasoned Directors andbull maintaining existing Founders and Patrons and attracting new Patrons
2 Risk ManagementThe MIoD Risk Register is regularly updated and includes this year an ethics risk assessment completed in August 2012 a review of our members Code of Conduct and the introduction of a Whistleblowing Policy A Business Continuity Plan was also approved and now needs to be fully tested
Our current reliance on funding by Founders and Patrons was reviewed and a sector analysis undertaken to ensure we are not vulnerable to financial downturn in any one sector while continuing to seek new Patrons and assurances from current Founders and Patrons as to their continued support
Debtor management has been improved with the implementation last year of Pastel and by improved procedures this year
IT security is ensured by daily back up of accounts and key data and a full back up every 15 days is held off site
3 Integrated ReportThe Integrated Report produced for the first time this year is part of our objective to be a role model of good Corporate Governance and best practice The MIoD recognizes that it operates within a social and economic environment and that its long term interest is to conduct itself as a ldquoresponsible corporate citizenrdquo For its ecological footprint the MIoD has worked with ELIA - Ecological Living in Action the successful tenderer The approach used has been one of learning-by-doing to build the internal capacity of MIoD to develop its Integrated Report on an annual basis and to use it as a strategic tool for fostering leadership in corporate governance The Footprint Report for 20123 is available on our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage The MIoD is now working towards Level C GRI certification and will continue to improve its Integrated Reporting based on the feedback obtained from stakeholders and in line with best practice
4 Key Performance Indicators The strategic objectives are translated into Key Performance Indicators (KPIs) which are regularly monitored by the Board to ensure that the objectives of the MIoD are met The KPIs for 2012-3 were
bull Engagement(withallstakeholders)bull Professionalism(qualityandhighstandards)bull Accessibility(cost)bull Responsiveness(serviceandreactivity)bull Openness(transparency)bull Model(leadershipandintegrity)bull Learningandsharing(knowledgeandinformation)bull Innovativeandcreative(dynamic)
Our Value Drivers
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport16 17
DESCRIPTION
-Ensure the resources and
systems are in place to achieve
the KPIs
-Team MIoD motivated to deliver
service standards and achieve
KPIs
Continued funding of 15
Founders and 23 Patrons
Surplus as per budget
Risk Register
Debtors
Risk Exposure
TARGET
-Recruit 1 additional admin team
member
-Explore recruitment of Executive
SecretaryCompany Secretary
-Training and Development plan
in action
-New website
Rs 5300000
Rs 69363
-Register mitigation in action and
updated quarterly
-Max 15 cumulative debtors as
of total revenues
-Max Rs 50000 bad debts
-Total revenues
-Funding 55
-Membership 25
-Training 15
-Other revenues 5
RESULTS
-Membership and Marketing
Officer and Executive Secretary
appointed
-Training and Development plan
in place
-New website under construction
Rs 5358333
Rs 353508
-Risk Register up to date
-Bad debts = 005 of total
debtors
-Max Rs 50000
- Funding 35
-Membership 15
-Training amp others 46
-Interest Income 4
KEY STRATEGIC OBJECTIVE
People Processes Technology
Funding
Finances
Risks
5 Founders and Patrons
The generous contributions and support of our Founders and Patrons were publicly acknowledged by the MIoD during the 5th anniversary celebrations where commemorative certificates were presented to them
With that milestone came also the end of the 5 year agreement that was made with the original Founders and Patrons They have all been approached to seek their continuing support for the MIoDrsquos work and we are pleased to report that 90 have so far agreed to renew their support for another period of five years
The trust placed in the MIoD by our Founders and Patrons helps us to continue in our mission to champion best business practices and effective corporate governance supporting Mauritius as a regional leader and to be the voice of Directors through training and certification programmes workshops and networking events advocacy research and thought leadership reaching out to both private and public sector enterprises
Founders and patrons contributed 35 of our revenue
6 Membership
Membership has increased by 27 and is in line with our target We are forecasting continued growth with 200 new members per annum for the next 3 years We have not been as successful in attracting Associates compared to other categories of members and we are in the process of reviewing the benefits package for Associates as well as our communications strategy for this market segment
63 of our members are directors but we continue to focus on the recruitment and nurturing of aspiring directors and young professionals who will be the directors of tomorrow
Membership retention is 91 over the 5 year life of the MIoD 40 of the loss of membership is due to members moving overseas ill health or no longer being professionally active and 30 for non-payment of membership fees
New partners are added from time to time so please consult our website wwwmiodmu for updatesMembership fees and affinity revenues currently account for 15 of the total MIoD revenue
7 Directorsrsquo Register
The Directorsrsquo Register (the Register) was set up in 2011 to enable companies to find suitable independent directors for their boards It is made up of Members and Fellows of the MIoD who are senior executives or directors from cross sections of industries and professions This is a free service for members and allows them to promote themselves as a potential independent director to sit on the boards of other organisations There is a small fee for companies who wish to undertake a search but a free search is offered to our Founders or Patrons and to registered NGOs as part of our Corporate Social Responsibility
We currently have 136 members on the Register and are happy to report that the 21 director search requests were received during 2012-3 Since January 2013 the demand has increased substantially and we believe there will be a higher number of search requests in the future as boards diversify and continue to implement good governance best practices
As from 1 September 2013 all new Members and Fellows of the MIoD will automatically be added to the Register upon receiving their membership confirmation
8 Training and Education
Our recent membersrsquo survey shows that membersrsquo satisfaction is overall very high at 97 In our aim to be customer driven and responsive membersrsquo feedback is greatly valued and very useful for reviewing the services we offer
Our members have received a new Membership Card this year entitling them to discounts on products and services with a growing number of affinity partners which include
Number of new Patrons
5Founders and existing
Patrons who have renewed their support
90
Customer driven service excellence
and responsiveness
97
Customer satisfaction rating
95
Total number of members
850
Total number of workshops
43
Number of directors searches carried out
21
Membership retention (200813)
91
Total number of members attending
workshops
57
Number of members on the Directorsrsquo
Register
136Percentage of
members who are directors
63
Total number of in-house workshops
12
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport18 19
Training and education continues to be one of the key activities of the MIoD Our partnership with high profile international trainers coupled with local trainers and local experts has enabled us to deliver high quality training workshops with a very high satisfaction rate The MIoD has been approved as a Training Institute by the Mauritius Qualifications Authority All the MIoD workshops are MQA approved and qualify for HRDC refunds as well as Continuing Professional Development (CPD) units
We continue to work closely with the IFC Global Corporate Governance Forum (GCGF) and the Ethics Institute of South Africa whose materials we mainly use for all our workshops
During last year we have invited several high profile overseas guest speakers and facilitators including Prof Mervyn King Dr Teodorina Lessidrenska Linda de Beer Chris Pierce Phil Armstrong Mike Saunders Bert van Walbeek Maggie Gorse Guillermo Miranda Prof Deon Rossouw Alison Dillon Kibirige and Dr Graeme Codrington
We ran a 5 day Ethics Officer Certification Programme in collaboration with the Ethics Institute of South Africa for the 3rd consecutive year and have now trained over 30 Ethics Officers in Mauritius
Also this year in collaboration with the GCGF we ran a Training of Trainers workshop facilitated by Chris Pierce thus increasing our trainers and facilitators pool to 11
The MIoD also relies heavily on local expertise in all its workshops and again thanks are due to all those local presenters who have provided their collaboration the past year especially the members of the National Committee on Corporate Governance
9 Corporate Services
We have continued to diversify our activities and the MIoD is increasingly being asked to help with Board and Board Committee Appraisals Corporate Governance Reporting Corporate Governance Assessments Ethics Risk Assessments Code of Conduct Development and Ethics Management Consulting Our Information and Guidance services are also regularly consulted
The revenue derived from these activities has been incuded this year under training and education but will be accounted separately next year
10 Events
The MIoD held 4 members events in the last year including a networking event held at the Blue Penny Museum in Port Louis and another at the Maritim Hotel Balaclava
The Annual Membersrsquo Meeting was held on 26 September 2012 with Philip Armstrong Head of the IFC Global Corporate Governance Forum as guest speaker talking on the topic ldquoSelecting a Board ndash An Art or a Sciencerdquo
The MIoD also celebrated its 5th anniversary this year at Angsana Balaclava Mauritius The guest of honour for the event was the President of the Republic of Mauritius His Excellency Mr Rajkeswur Purryag GCSK GOSK The event was attended by over 125 members and guests
Our thanks go to Phoenix Beverages for their sponsorship of all these membersrsquo events
11 Communications Visibility and Brand Development
The MIoD continues to build our brand recognition and increase our visibility with regular PR and media coverage We have received extended coverage throughout the year of our workshops our overseas and local facilitators who have been
interviewed in the press as well as interviews with the Chairman and the CEO Retainer spend media coverage was above target at 16 as was Advertising Value Equivalency at 125
Our members have received regular communications from us on our workshops and events as well as our quarterly on line newsletters and our membersrsquo survey
During this year the MIoD has also increased its visibility and communications on social media especially LinkedIN Facebook and Twitter
12 Advocacy and Publications
The MIoD is more and more being recognised as a key stakeholder in the corporate governance arena both locally and regionally
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network and is working with 12 Directors Organisations from various African countries (Kenya Malawi Morocco Mozambique Nigeria Senegal Tanzania Uganda Zambia Zimbabwe as well as Mauritius and South Africa) towards the official launch of the African Corporate Governance Network in Mauritius on 16 October 2013 2 meetings of the ACGN have been held so far the first in Johannesburg sponsored by Standard Bank and the second in Harare sponsored by ACCA and attended by the World Bank the IFC NEPAD Business Foundation and Ernst amp Young
Locally the Directors Forum launched in January 2012 acts as an Advisory Council and a Technical Committee to the MIoD and has issued its first publication entitled lsquoBest Practice Guidelines for Appointment of Directorsrsquo A copy of the guideline and the resource pack can be obtained from the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage The Directors Forum sponsored by Phoenix Beverages and PwC is now working on its second publication ldquoAn Ethics Guide for Boardsrdquo
The Members of the Directors Forum are
Kim Andersen
Deva Armoogum
Patricia Day-Hookoomsing
Anwar Kaidoo
Danielle Lagesse
Ambrish Maharahaje
Benoit Maingard
Gerard Manuel
Jane Valls
Franccediloise White
Bruneau Woomed
James Benoit
Hanlie Blaise
Heba Capdevila-Jangerkhan
Virginie Corneillet
Robert Coutet
Sanju Deenapanray
Pierre Dinan
George Dumbell
Bryan Gujjalu
Michael Ho Wan Kau
David Hotte
Thierry Leung
Sham Mathura
Kiran Meetarbhan
Tim Taylor
Aisha Timol
Sheila Ujoodha
MIoD Trainers
Local Presenters
Our training calendar continues to offer a variety of workshops and topics and demand for public and in-house workshops has increased this year
Our library has grown and is being increasingly used by members as is our book ordering service
Training contributes 46 of the total MIoD revenue
Pierre Dinan ndash Chairman
Clairette Ah Hen
Deva Armoogum
Sunil Benimadhu
Prabha Chinien
Aruna Collendavalloo
Jean Paul de Chazal
Girish Dabeesing
Michael Ho Wan Kau
Gerard Garrioch
Dr Raj Jugurnath
Georges Leung Shing
Cyril Mayer
Giandev Moteea
Megh Pillay
Krish Ponnusamy
Anita Ramgutty-Wong
Aisha Timol
Jane Valls
Richard Wooding
Number of completed projects
5Number of
on going projects
4
Number of events held
4
Retainer Spend Media coverage
16
Building a voice that is influential and
respected
1 new forum
Average attendance per event
100
Retainer Spend Advertising value
Equivalency
125
Number of publications issued
1
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport20 21
The recommendations of the Directors Forum to the MIoD which were sent to the Minister of Finance for the 2012 Budget were on the followingbull urgencytorevisetheNationalCodeofCorporate Governancebull PublicSectorGovernancetoincludeDirectorsrsquoTrainingand Induction programmes and the Continuing Professional Development (CPD) of Directors and Senior Executivesbull sustainabilityndashrecommendationsforEbeneCybercitythe Environment and CSRbull annualreportstoenablesoftcopiesratherthanhard copies to be sent to shareholders andbull ITndashdecreaseininternetcostsandincreasein e-government
The MIoD collaborated again with PwC by sponsoring the Award for Risk Management Reporting as part of the PwC Corporate Reporting Awards The Award for 2012 was won by the Mauritius Commercial Bank Ltd
We have also in partnership with KMPG set up an Audit Committee Forum This Forum will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help Audit Committee members and their Boards enhance the effectiveness and integrity of the financial reporting process
The Forum will act as a technical resource or sounding board for current issues relevant to audit committees Information relating to governance risk management auditing accounting and financial reporting future changes and international developments will be researched discussed and debated by the Forum to prepare formal topical position papers and alerts
The first meeting took place on 23 July 2013 The members of the Forum are
For more information on the Forum please refer to our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD is working closely with the Ethics Institute of South Africa to conduct a baseline survey on the state of ethics in companies in Mauritius
Finally the MIoD is also collaborating with the ICAC and the JEC on a private sector anti-corruption initiative in Mauritius
13 Links and Networks
We have continued to work hard this year developing key strategic partnerships links and networks with local regional and international organisations
We have expanded our international network to include Brazil and Zimbabwe and have now established links with 7 Institutes of Directors around the world Our members can network and attend events held by these institutes at local membersrsquo rates The network will increase with the launch of the African Corporate Governance Network (ACGN) during our International Conference being organised in collaboration with the IoDSA in October 2013
During this year we have collaborated with organisations such as ACCA Bank of Mauritius the Competition Commission Ernst amp Young ESSEC the Financial Reporting Council IoDSA the Mauritius Bankers Association the National Committee on Corporate Governance the Office of Public Sector Governance and PwC and take this opportunity to thank them all for their valued support
We continue to work closely with the IFC Global Corporate Governance Forum and the Ethics Institute of South Africa our key training partners
To facilitate the sharing of information with key regulatory bodies we are presently in discussions with them to enter into Memorandum of Understandings
Georges Leung Shing (Chairman)
Alastair Bryce
John Chung
Jerome de Chasteauneuf
Jean Paul de Chazal
Pierre Dinan
Catherine Dvorak
Maurice Enouf
Jean-Michel Felix
Anil Gujadhur
Paul Halpin
Fabrice Koenig
Reneacute Lecleacutezio
Ali Mansoor
Sanjay Molaye
Madhvi Ramdin
Sheila Ujoodha
Jane Valls
14 People Processes Technology
We have this year taken on two new team members bringing the team to 6 including the CEO Rizwana Eathally joined us as Membership amp Marketing Officer in October 2012 and Tioumitra (Ambrish) Maharahaje joined us as Executive Secretary in March 2013 taking over as the MIoD Company Secretary as well as Executive Secretary of the Directors Forum and the Audit Committee Forum managing the Directorsrsquo Register and leading future research projects
Last year we upgraded our accounts system with Pastel and this has proved an invaluable investment This year we have undertaken to build a new interactive website and integrated CRM Both are nearly finalised and should be fully operational in September 2013
All our processes at the MIoD are continually evolving and being reviewed as we grow We have reviewed this year our Accounting Membership and Training Procedures as well as the management of our Members and Directorsrsquo Registers
15 Finances
Although our membership has increased substantially and continues to grow and our training programme and corporate services have expanded the MIOD continues to rely on the contributions of its Founders and Patrons These contributions enable membership of the MIoD attendance at its events and use of its services to be accessible to the maximum number of people by keeping our fees at an affordable level
Accumulated funds have been placed on fixed deposits with the Mauritius Post and Cooperative Bank this being renegotiated at regular intervals
The MIoD has again this year made a small surplus of Rs 353508 for the year which is above targeted results
16 The Coming YearThe MIoD has a new three year business plan and will continue to focus on membership growth particularly for Associate members but also membership from the public sector and from more seasoned directors During the coming year we will
be undertaking a branding exercise to evaluate our image and encouraging greater stakeholder engagement to ensure excellent customer service and responsiveness through an Annual Members Forum and Survey and by establishing MOUs with key regulators
Ensuring high quality training and education remains a key objective by continuing to provide an innovative and interesting training programme with our team of 11 local trainers and consultants as well as high level overseas facilitators In 20134 this will include a Thought Leadership Programme and we hope to work more closely with the public sector We will also introduce information and consulting services and set up a Research unit to undertake research into directorsrsquo remuneration business ethics and board practices in Mauritius
The Audit Committee Forum will also start to operate and build capacity and the Directors Forum will continue to establish itself as the voice of Directors
As part of our Corporate Social Responsibility we will continue to offer pro-bono Directors Searches and Corporate Governance and Skills training for registered NGOs
We will follow up on the improvement of our Ecological Footprint by focusing on the reduction of our use of paper plastic and improving the quality of the food served at our workshops
Our new website will be launched shortly along with our new Customer Relationship Management system and our presence on LinkedIn Twitter and Facebook will be reinforced
The highlight of the coming year will undoubtedly be the launch of the African Corporate Governance Network on 16 October and our International Conference being organised in collaboration with the IoDSA on 17 and 18 October on the theme ldquoAfrica Rising Governance for Sustainability the Road Map for Value Creationrdquo with a big line up of distinguished speakers led by Baroness Lynda Chalker
Signed on behalf of the Board
Links with other IoDs
7Member
organisations in the ACGN
12
Total number of employees
6
Surplus 2012-3
Rs 352508
Accumulated Fund
Rs 4775300
New website and CRM system to be
launched
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
Date 21 August 2013
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
2nd Meeting of the ACGN Harare June 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport22 23
CORPORATE GOVERNANCE REPORT
1Compliance StatementIn accordance with its mission statement the Mauritius Institute of Directors (lsquoMIoDrsquo or the lsquoCompanyrsquo) is committed to applying the principles of good corporate governance in its operations Rather than adopting a lsquotick the boxrsquo approach to complying with the Code the MIoD has embedded the principles of the Code in its day to day operations
During the year the MIoD has complied with all material aspects of the principles of the Code Given that it has only six employees the Board considers that it functions effectively with only one Executive Director namely the CEO
2Corporate Details and Holding StructureIncorporated in Mauritius as a public company limited by guarantee on 11 February 2008 the MIoD is a non-profit organization engaged in the promotion of good corporate governance in Mauritius and training and development
The rights powers duties and obligations of the Company the Board each director and the members of the Company are governed by the Constitution of the Company and the Companies Act 2001
The constitution of the MIoD provides that inter alia21 every member irrespective of his class of membership including a person who has been a member at any time within 12 months from the effective date of the winding up of the Institute shall in the event of the Company having a deficit in disposable assets over its liabilities contribute a maximum of one hundred (100) Mauritian Rupees to the assets of the Company in the event of it being wound up22 the monies collected shall be applied for the payment of the debts and liabilities of the Company and the payment of the costs charges and expenses associated with the winding up the Company and23 the Directors are prohibited from making any form of distribution including distributing dividends returns of capital income or profits of the Company to the Members However the Company shall use any surplus funds in any year to pursue the goals set out in Article 5 of this Constitution
The full version of the constitution is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
3 The BoardFrom 1 June 2012 to 7 February 2013 the Board of the MIoD was comprised of 12 directors (6 male and 6 female) of whom 11 were independent directors and one was classified as an Executive Director namely the Chief Executive Officer (CEO)
A vacancy arose on the Board on 7 February 2013 when Mrs Aruna Collendavelloo stepped down as director of the Company As there was no urgent need to appoint a replacement and on the recommendation of the Nominations and Membership Committee it was resolved that such vacancy would be filled at the Annual Meeting of Members (AMM) scheduled on 25 September 2013
The profiles of the directors are set out on pages 7 to 9 of the report
Mr Deva Armoogum was appointed as Chairman of the Board by his fellow directors following the AMM held on 26 September 2012
For the year under review the Board considered its composition as adequately balanced and that the directors had the appropriate range of skills expertise and experience required to carry out their duties properly in order to serve the interests of all the stakeholders and provide effective corporate governance
The Constitution of the Company provides that with the exception of the Chief Executive Officer every other director shall be eligible for reappointment for a maximum of five consecutive years
In line with the Code all directors who meet the eligibility criteria stand for re-election at the AMM on the recommendation of the Nominations and Membership Committee
Messrs Deva Armoogum Georges Leung Shing and Mrs Danielle Lagesse having reached their term of office will not stand for re-election at the next AMM Mr Vaughan Heberden has also indicated that he will be stepping down at the next AMM The Nominations and Membership Committee has thus reviewed the skills competencies and experience required to enable the Board to function efficiently as well as the profile of the directors eligible for re-election Their contribution to board and committee meetings were also considered
Pursuant to such review the Nominations and Membership Committee has recommended that the following directors be considered for re-election at the Annual Meeting
1 James Benoit2 Ravin Lama3 Heba Jangeerkhan4 Patricia Day-Hookoomsing5 Catherine Dvorak6 Richard Wooding
As regards the five remaining vacancies on the Board the Committee has recommended that candidates with a background in the legal and accounting fields as well as in corporate governance matters be considered for election as director of the Company
A notice inviting members to apply for consideration as director of the Company was issued on 21 May 2013
On appointment to the Board new directors receive a comprehensive induction pack from the Company Secretary and the CEO and have informal meetings with the Chairman fellow Board members Nominations and Membership Committee the CEO and the employees of the MIoD The functions and responsibilities of the Chairman and CEO are separate
The Chairman and the CEO in collaboration with the Company Secretary agreed on the Board meeting calendar for the year and the Board meeting agendas in advance to ensure adequate coverage of key issues throughout the year Board packs are usually sent to the directors five days in advance
All directors have access to the Company Secretary and CEO to discuss issues or to obtain information on specific areas or items to be considered at Board meetings or any other area they consider appropriate Directors attend Board meetings unless exceptional circumstances prevent them from so doing
Furthermore the directors have the right to request independent professional advice at the expense of the Company The Board also invites third parties with relevant experience and expertise to attend board meetings as and when required
Besides Board meetings decisions are also taken through written Board resolutions as and when required
The attendance of directors at board and committee meetings is set out in the table on page 26
The profiles of the senior management team are set out at page 9 of the report
4 Board CommitteesThe Board of the MIoD has set up the following committees to assist in the execution of its responsibilitiesbull AuditandRiskCommitteebull CorporateGovernanceCommitteebull EducationCommitteebull NominationsandMembershipCommitteeThe chartersterms of reference of the committees are available for consultation on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
ldquoYour directors met seven times during
the year under review In addition two
offsite meetings were held to discuss the
strategic plan of the MIoD The Board also
received regular reports from the CEO
on the activities of the Company Board
deliberations were characterised by open
and frank discussions and provided a
forum for challenging and constructive
debates The Board also received reports
from the chairmen of the various
subcommitteesrdquo ndash Deva Armoogum
(Chairman - Board)
41 Audit and Risk Committee (ARC)The ARC is composed of three directors namely Georges Leung Shing (Chairman) Catherine Dvorak and Richard Wooding The Company Secretary acts as secretary of the committee The CEO is also in attendance at the meetings of the ARC as well as the Accountant and the External Auditor when required
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport24 25
ldquoThe Committee met three times during
the financial year 2012-3 Besides
reviewing the companyrsquos accounting
policy and procedures management
accounts the financial statements and
the Annual Report 2012 the Committee
reviewed its own terms of reference The
MIoD thus now requires its lead audit
partner to be rotated every five years
The risk register of the MIoD was also
updated and two new risks ndash debtorsrsquo
collection and credit risks- were added
to the register To give assurance to the
Board and the members that the internal
controls systems of the Company are well
maintained and as best practice we have
decided to commission an audit of the
accounting policies and procedures This
exercise will be conducted in the financial
year 2013-4rdquo Georges Leung Shing ndash
Chairman ARC
ldquoThe Corporate Governance Committee
was active during the last financial year
in its mission to improve the governance
of the MIoD We met thrice during the
year and considered several policies
regarding matters such as human
resources business continuity planning
whistleblowing media interaction
as well as data protection During
the year Ecological Living in Action
was commissioned to undertake the
evaluation of the Institutersquos Ecological
Footprint and the Committee approved
the final report and recommendations
Besides reviewing the non-financial
part of the Annual Report we also
worked on the framework for the first
integrated report issued this year The
Committee also recommended as part
of its corporate social responsibility
programme that the MIoD shall offer pro-
bono training on corporate governance
to registered non-governmental
organisations as well as using its Directors
Register to conduct pro bono searches for
such organisationsrdquo Vaughan Heberden ndash
Chairman GGC
The ARCrsquos main responsibilities are to assist the Board of directors in fulfilling its oversight responsibilities forbull theintegrityoftheCompanyrsquosfinancialstatementsbull theCompanyrsquoscompliancewithlegalandregulatory requirementsbull theindependentauditorrsquosqualificationsindependence and performance bull theeffectivenessoftheCompanyrsquosinternalcontrolsbull thereviewofanyaccountingorauditingconcerns identifiedbull monitoringofdebtorsandbull thereviewoftheriskphilosophystrategyandpolicyand assessment of the quality of the risk management process
53 Education Committee (EC)The EC is composed of six directors namely James Benoit (Chairman) Ravin Lama Danielle Lagesse Patricia Day-Hookoomsing Richard Wooding and Jane Valls The Company Secretary acts as secretary of the committee
The Committee is responsible for all matters regarding training and education activities of the MIoD aimed at the promotion and achievement of its objectives
54 Nominations and Membership Committee (NMC)The NMC is composed of four directors namely Deva Armoogum (Chairman) Georges Leung Shing Heba Capdevila-Jangeerkhan Aruna Collendavelloo (up to 7 February 2013) and James Benoit (as from 10 April 2013) The CEO is in attendance at the meetings and the Company Secretary acts as secretary of the committeeThe Committee is responsible for all matters concerning membership of the MIoD as outlined in its Constitution and for recommending to the Board candidates to be appointed as directors to the Board as well as all employeesrsquo remuneration
The Committee has a separate set of clear and transparent published procedures and distinct terms of reference for the nomination of directors and for the admission of new members
ldquo2012-3 was an eventful year for the EC
Four meetings were held during the year
Besides the 12 training courses of the
Director Development Programme which
are proposed annually some 24 training
workshops were planned by the MIoD on
several new topics such as Social Media
Skills Running an AGM Marketing for
the Asian Market Marketing Strategy
Effective Company Secretaries Duties
and Rights of Minority Shareholders and
Unfair Competition and Anti-Competitive
Behaviours We helped to build capacity
in the corporate governance field by
sponsoring a lsquotrain the trainersrsquo session
on corporate governance bringing
the number of IFC certified trainers in
corporate governance to 11
Our courses continue to be well attended
with an average of 29 participants per
workshop and we are pleased to report
that the satisfaction rating has remained
above average at 95 The Committee has
worked on the development of a lsquoThought
Leadership Programmersquo in collaboration
with TommorrowToday which will be
launched shortly The Committee has also
contributed to the planning of the second
international conference entitled lsquoAfrica
Rising Governance for Sustainability
The Road Map for Value Creationrsquo which
will take place in Mauritius on the 17-18
October 2013 and has received regular
progress reports from the CEOrdquo James
Benoit ndash Chairman EC
42 Corporate Governance Committee (CGC)The CGC is composed of four directors namely Vaughan Heberden (Chairman) Danielle Lagesse Aurna Collendavelloo (up to 7 February 2013) Catherine Dvorak (as from 10 April 2013) and Jane Valls The Company Secretary acts as secretary of the committeeThe CGC makes recommendations to the Board on all Corporate Governance provisions to be adopted to enhance compliance with prevailing governance principles and practices
5th Anniversary members networking evening
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport26 27
ldquoDuring the year the Nominations and Membership Committee met twice and approved
194 new members Building on the qualitative research conducted by TNS Analysis on
the Associate memberrsquos category we identified new strategies to attract more associate
members which will be implemented in 2013 With regards to nominations as three
directorswillreachtheirtermofofficeatthe2013AnnualMeetingofMembers(AMM)and
following a vacancy which arose on the board during the course of the year as well as one
director who will be stepping down at the AMM the Committee reviewed the composition
of the Board to identify the profiles of prospective directors The nomination notice was
issued on 21 May 2013 to invite members to send their candidature for election at the AMM
scheduled on 25 September 2013rdquo Deva Armoogum ndash Chairman NMC
Attendance at meetings
ARMOOGUM Devapragassen
BENOIT James
CAPDEVILA-JANGEERKHAN Heba1
COLLENDAVELLOO Aruna2
DAY-HOOKOOMSING Patricia1
DINAN Pierre3
DVORAK Catherine
HEBERDEN Vaughan
LAGESSE Danielle
LAMA Ravin
LEUNG SHING Georges
SUDHOO Arjoon3
THOMAS Appalsamy3
VALLS Jane Elizabeth Orde
WOODING Richard
Board
77
57
55
33
45
12
57
57
67
47
77
02
22
77
47
ARC
na
11
na
na
na
na
33
na
na
na
23
11
na
33
02
EC
11
13
na
na
23
na
na
01
44
34
na
na
na
44
14
NMC
22
11
11
na
na
na
na
na
na
na
22
na
11
22
na
CGC
na
na
na
11
na
na
na
22
33
na
na
01
na
33
11
in attendance1 Appointed at AMM held on 26 September 20122 Appointed at AMM held on 26 September 2012 and resigned on 7 February 20133 Resigned at AMM held on 26 September 2012
5Board Performance and Evaluation An evaluation of the Boardrsquos performance is undertaken every year and reviewed with the objective of improving its performance procedures practices and administration and those of its Committees as well as the overall achievement of the Companyrsquos Vision Mission Values and Objectives The last Board Evaluation Report in August 2012 identified the following key area for improvement the need for the Board to become more strategic and less operational As a result 2 half day Board strategy off-sites were held in November 2012 and the Board agenda now focuses on key strategic and important issues first
6 Conflicts of InterestThe Boardrsquos policy on conflicts of interest with which all employees and directors are expected to comply is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
7 Statement of Remuneration PhilosophyThe NMC is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position and at levels which take into account industry and market benchmarks
The Non-Executive Directors are not remunerated for serving on the Board
The total remuneration of the CEO for the year was
Name Remuneration VALLS Jane Elizabeth Orde Rs 3629715
8 Annual Meeting of MembersAs at 30 June 2013 the MIoD had 850 membersThe MIoD communicates to its members through its Annual Report publications newsletters website emails and Annual Members Meeting The key members events held during the year were
10 Internal Control and Risk Management(a) Risk ManagementThe Board is responsible for the process of risk management which incorporates internal control and audit and has delegated its overall responsibility to the ARC The ARC assists the Board in fulfilling its responsibilities by monitoring decisions and processes designed to ensure the integrity of financial reporting and sound systems of internal control and risk management Management is accountable to the Board to establish processes and procedures for identifying evaluating and managing any significant risks faced by the Company
A full risk analysis has been undertaken and a register of key risks has been established and presented to the ARC for the appropriate mitigation actions and decisions to be taken
The key risks identified and which require monitoring are as followsbull reputationbull lossofFoundersandPatronsfundingespeciallyafterthe initial 5 year periodbull technologyfailureanddatalossbull naturaldisastersandbull creditriskattributabletotradereceivables
These risks are being addressed in the following waysbull anethicsriskassessmentwascompletedinAugust2012bull theMIoDCodeofConducthasbeenreviewedbull aWhistleblowingPolicyhasbeenimplementedbull theMIoDhasputinplaceanew3yearbusinessplanto ensure its sustainabilitybull aDisasterRecoveryandBusinessContinuityPlanhasbeen put in place and now needs to be testedbull improveddebtormanagementandregularfollowupbull currentrelianceonfundingbyFoundersandPatronshas been reviewed and a sector analysis undertaken to ensure limited vulnerability to a financial downturn in any one sectorbull 5newPatronshavebeensecuredbull theoriginalFoundersandPatronscontinuedsupporthas been sought and secured andbull ITsecurityhasalsobeenreviewedandimproved
(b) Internal ControlCays Associates was appointed in May 2010 to look after the MIoDrsquos accounts Segregation of duties is ensured for approval of all purchases payments of bills and signing of cheques Cash transactions are limited and receipts are immediately issued A new Pastel software accounting system has been introduced to further improve the management of accounts and debtors
(c) External AuditMoore Stephens was re-appointed as external auditor for the year 2012-3 No non-audit services were rendered by the external auditor
1 Members Networking Evening at the Blue Penny Museum2 Annual Meeting of Members at La Grande Cannelle Domaine les Pailles3 Members Networking Evening at the Maritim Hotel Balaclava4 5th Anniversary event at Angsana Balaclava
31 August 2012
26 September 2012
30 November 2012
17 May 2013
9 Share PriceThe Company is not listed on any stock exchange and share price information is therefore not applicable
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport28 29
11 Corporate Social Responsibility (CSR)The Company is a non-profit organization and is therefore not accountable for CSR contributions The MIoD has however decided this year to implement a corporate social responsibility programme which consists of the offer of pro-bono training on corporate governance to registered non-governmental organisations as well as using its Directorsrsquo Register to conduct pro-bono searches for such organisations
12 EthicsThe Companyrsquos Code of Conduct was reviewed and updated on 15 July 2012 The members of the Company are expected at all times to act in such a way as not to bring themselves or the MIoD into disrepute They are also expected to comply with the Code of Conduct of the MIoD which provides guidance on behaviour to be adopted by the members
The MIoD has this year implemented a Whistleblowing Policy
The Code of Conduct and the Whistleblowing Policy are available on the website of the MIoD
Two of the MIoD team have undertaken Ethics Officer training this year bringing the total number who have undergone this training to three
13 EnvironmentTo support the MIoD in its endeavour to promote corporate sustainability in Mauritius an exercise was undertaken to calculate the MIoDrsquos Ecological Footprint (EF)
Please refer to the sustainability report on pages 29 to 36 for more information on this matter
14 Health and SafetyThe Company complies with health and safety legislations No incidents have been reported during the year
15 Social IssuesThe Company is an equal opportunities employer and considers the welfare and development of its employees to be very important
Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD workshops and events as well as external training for their professional development Team building exercises are held regularly to reinforce team values and teamwork
Please consult our website to know more about our HR policies and practices wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
16 Related Party TransactionsThe MIoD has procured training services from Consultancy Company Limited amongst other service providers since 2011 With the nomination of Mrs Patricia Day-Hookoomsing as a Director of the MIoD in September 2012 such services are now recorded as a related party transaction and disclosed in the Financial Statements in note 13
17 Management AgreementsNo management agreement has been entered into by the Company
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
21 August 2013
1 Report Content and Reporting ParametersThis report marks two significant milestones for the MIoD It is the MIoDrsquos first Integrated Report and it also marks the first time that the GRI framework has been adopted for sustainability reporting by the MIoD These milestones are timely and are squarely aligned with MIoDrsquos position in the market to promote corporate sustainability and to lead by exampleThe integrated report has adopted the G31 guidelines of the Global Reporting Initiative and it reflects MIoDrsquos commitment to provide a transparent and fair review of its strategy performance and activities in 2012-3 to its stakeholders The triple bottom line reporting has endeavoured to provide an open and honest summary of the social economic and environmental impacts stemming from our activities and commitments practices objectives and performance results regarding the management of our impacts The report contains a combination of quantitative and qualitative impactsMIoD has also adopted a learning-by-doing approach to internalise integrated sustainability reporting as a strategic management tool To reflect this approach we have realised this report in the GRI Level C application with the view that MIoD will graduate progressively to higher level reporting over time It is understood that the learning-by-doing approach implies that the processes tools and methodologies applied to identify prioritise and validate report content and reporting parameters will evolve over time Nevertheless the processes tools and methodologies are systemic and have been applied systematically to allow year-on-year comparisons of MIoDrsquos performance This is even more so because MIoD is a relatively young organisation that holds a unique position vis-agrave-vis its stakeholdersWe have used GRI Reporting Standard principles in determining the scope of the report content structure and quality and data calculation and disclosure techniques The content of this report discloses MIoDrsquos performance for the period starting July 1 2012 and ending June 30 2013
2 Report Scope amp BoundaryThe activities of MIoD cover the geographical area of the Republic of Mauritius and most of these activities take place in the island of Mauritius The report boundary is therefore the activities of MIoD in Mauritius In addition to GRIrsquos Sustainability Reporting Guidelines (GRI 31) the report also follows the International Financial Reporting Standards (IFRS) for financial reporting and the Code of Corporate Governance of Mauritius 2004 Boundaries for non-financial data collection are consistent with our financial reporting thus aligning financial environmental and social reporting Since stakeholder inclusiveness is a cross-cutting issue in determining the content and scope of reporting we have attempted to take into consideration the expectations of our stakeholders as well as to quantify or qualify the impacts of our activities on their well-being including present and future considerations and to take remedial actions Our stakeholder engagement processes are discussed below
3 Determining Report ContentGuided by the G31 reporting guidelines and principles and technical protocol the following criteria have been observed in preparing this reportStakeholder inclusivenessStakeholder identification and engagement have been carried out using a combination of three methods namely (1) market knowledge by virtue of being the main organization mandated to foster the development of corporate governance at the level of Boards and upper management in Mauritius (2) value-chain analysis to establish the entire supply chain of MIoDrsquos services including the enabling environment and business providers and (3) on-going surveys with existing and potential members
The stakeholders of the MIoD are set out below
MIoD appreciates the benefits derived from stakeholder engagement and endeavours to maintain close proximity with key stakeholders We carry out membership surveys ethics risk assessments and on-going evaluations of our training programmes to identify and address issues that are relevant to our stakeholders and also to engage our stakeholders in assessing MIoDrsquos performance risks and opportunities For instance the following examples are pertinent
bull MIoDcarriedout43publictrainingworkshopsinvolving1262 participants during the reporting period and each one was accompanied by a written evaluation The response rate across all the courses was close to 90 with a 95 customer satisfaction rate Please refer to page 17 of the Report)bull InJuly2011anEthicsRiskAssessmenthasenabledkeystakeholders to share their views and to highlight the key ethics risks for the MIoD The stakeholders included members MIoD directors suppliers employees media MIoD founders and patrons and MIoD partners The assessment combined questionnaire surveys interviews and focus group discussions and covered the following areas organisational culture financial operational governance conduct and behaviour of individuals relating to or
SUSTAINABILITY REPORT
FOUNDERS AND
PATRONS
DIRECTORS
FORUM amp
AUDIT
COMMITTEE
FORUM
KINDRED
ORGANISATIONS
amp PARTNERS
MEMBERS
THE
BOARD
MANAGEMENT
amp EMPLOYEES
CORPORATE
SECTOR ndash
PRIVATE AND
PUBLIC
POLICY
MAKERS AND
REGULATORS
SUPPLIERS
THE
COMMUNITY
THE
ENVIRONMENT
THE MEDIA
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport30 31
working with MIoD (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull InJuly2012MIoDalsocarriedoutaqualitativesurveyofthemotivations and needs of its Associate Members (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull PeriodiconlineandtelephonicmembersrsquosurveysThelastsurvey was completed in June 2012 and the latest one was completed by the end of June 2013 (a copy of the questionnaire can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull TheMIoDDirectorsForumcomposedofdirectorsfromtheprivate and the public sector acts as an advisory and technical committee to the MIoD and draws on the experience and knowledge of its members to represent the collective view of directors across a broad spectrum of organisations (a list of members of the Directors Forum can be found on page 19 of the Reportbull TheviewsofFoundersandPatronsoftheMIoDwhorepresent a cross section of public and private sector companies in Mauritius are sought in annual individual meetings while regular meetings with partner and kindred organisations provide feedback from these stakeholders andbull ByincorporatingtheimpactsofsuppliersontheEcologicalFootprint of MIoD (please see more in the section on Materiality below) thereby serving as a basis for involving suppliers in the value chain to take remedial actions in partnership with MIoD
Sustainability ContextAs a leading organization promoting corporate sustainability we consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic social and environmental fronts This is important on two counts namely (1) the increasing awareness in the Mauritian public and private sector for mainstreaming the three pillars of sustainable development and (2) the recognition that corporate sustainability can be a significant comparative advantage and differentiation strategy It is worth mentioning here that MIoDrsquos Integrated Report is squarely aligned with the newly adopted Maurice Ile Durable (MID) Policy Strategy and Action Plan of Mauritius especially concerning lsquoenhancing the corporate environment social responsibility and accountabilityrsquo (wwwmidmu ndash accessed 12 July 2013) The sectorial MID Strategy for employmenteconomy specifically refers to the use of GRI as a benchmark for developing a Sustainability Index for publicly listed companies
CompletenessWe have ensured that all the material topics and indicators covered in this report reflect completely the significant economic environmental and social impacts of our activities and enable our stakeholders to assess our performance in 2012-3 effectively
BalanceWe have attempted to present an unbiased picture of our performance by avoiding selections omissions or presentation formats that are reasonably likely to unduly or inappropriately influence the readerrsquos decision or judgment The report provides both favourable and unfavourable results as well as results that can influence the decisions of stakeholders in proportion to their materiality This is a commitment to MIoDrsquos transparency
ComparabilitySince this is the first integrated sustainability report results present the baseline data and information against which comparative performance analysis will be carried out in the future
AccuracyThe different data in this report have been presented both on a qualitative and quantitative basis In any case we have ensured openness in measurements and qualitative analyses while bearing in mind that data would need to be verifiable While the non-financial components of the present report have not been subject to an independent third party audit the processes methodologies and tools for generating and analysing quantitative and qualitative data were adopted because they lend themselves to such audits Where applicable such as in the case of Ecological Footprint analysis discussed below error analysis is provided to deal with uncertainties in measurements
TimelinessThis report will be issued for the purpose of the Annual Meeting of Members on 25 September 2013 It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting This open review process forms an integral part of the learning-by-doing approach
ClarityThis report has been presented in a manner that is understandable accessible and usable by our stakeholders As far as practicable graphics and data tables have been used to present information
ReliabilityInformation and processes used in the preparation of this report have been consistently gathered recorded compiled analysed and disclosed in a way that has been subject to constant examination by a competent internal team together with the help of an external consultancy firm with experience in integrated sustainability reporting using the GRI G31 Reporting Guidelines and Principles
MaterialityAccording to the GRI G31 Guidelines materiality has to be determined by considering the economic environmental and social impacts that cross a threshold in affecting the ability to
meet the needs of the present without compromising the needs of future generations Since the identification of thresholds is not trivial especially when considering long-term impacts or impacts where root causes and their effects are delocalised geographically and across different time horizons the methodology applied by MIoD to gauge materiality is evolving as it strives to better integrate sustainability across its entire spectrum of operations and services The underlying approach is to identify and prioritise those impacts that have a propensity to create preserve or erode economic environmental and social value for itself and its stakeholders In order to be methodological and systematic a combination of approaches has been used to determine materiality and the contents of this reportbull ThelegalrequirementsoftheRepublicofMauritiusInmanyinstances the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts and these thresholds are usually identified because of their materialitybull Adoptionofathoroughriskmanagementprocessthatallowsus to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative The risk management process also makes visible opportunities to better serve our stakeholdersbull Bykeepingacloseproximitywithourstakeholdersasexplained above under lsquoStakeholder Inclusivenessrsquobull IdentificationofinternalissuesthroughmeetingswithMIoDteam members as well as subscribing to continuous learning to better adhere to our policies values strategies targets and risk management processes andbull CarryingoutanEcologicalFootprintanalysisofouroperationsthat cover the impacts of the following (1) food (mainly provided by third parties during delivery of MIoD training) (2) consumables (3) utilities buildings and transport and (4) waste The first Ecological Footprint analysis was carried out for the calendar year 2012 (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage) and its results and recommendations were approved by the MIoDrsquos Board of Directors on 5 December 2012 The time period for the Ecological Footprint analysis has been revised to match the reporting period July 2012-June 2013 and the Footprint updated The analysis has been used to quantify impacts identify impacts of most significance and provide a basis for taking remedial actions across the value chain as discussed in this report Ecological Footprint analysis has been adopted as one way to deal with the difficulties in establishing thresholds for sustainability impacts The Ecological Footprint analysis also captures the ecological impacts of services delivered (except for electricity and primary energy consumption) by third party venues during MIoD training
MIoDrsquos materiality framework is evolving We are confident that the results presented here are sufficiently robust to instil confidence in the quality of the report The integrated Sustainability Report should be read in conjunction with our online resources
Validation is currently essentially an internally orientated process with authorisation by the CEO and Executive Secretary and ultimate approval of the Integrated Report by the Board of Directors
Performance indicators have been chosen for reporting purposes based on three main factors1 Results of the Ecological Footprint Analysis2 Our ability or maturity to respond and3 The opportunity for MIoD to grow and gain advantage from the impacts
The calculation of Performance Indicators has followed the GRI Indicator Protocols GHG emissions arising from the use of electricity has been calculated from the Grid Emission Factor of Mauritius using the methodological tool 07 ndash ie ldquoTool to calculate the emission factor for an electricity system (Version 0300) - proposed by the Clean Development Mechanism for calculating the operating margin (httpcdmunfcccintmethodologiesPAmethodologiestoolsam-tool-07-v300pdf )rdquo GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator (httpwww2icaointencarbonoffsetPagesdefaultaspx)
Re-statements of information are not applicable to MIoDrsquos first Integrated Report
4 Market Position41 Range of Ratios of Standard Entry Level Wage by Gender The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees Entry salaries are based on industry and market benchmarks the entrantrsquos educational level and relevant experience The Board Nominations Committee is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position
The MIoD employs 5 staff excluding the CEO ndash 3 female and 2 male The lowest male basic salary is Rs 28618 and the lowest female basic monthly salary is Rs 14478 There is no official minimum wage in Mauritius in our sector However as per the Ministry of Labour and the National Remuneration Order for Travel Agents and Tour Operators Workers a similar service sector the minimum wages prescribed for comparable jobs are as follows
bull SeniorAccountsClerkRs10306bull AdministrativeClerkRs8717
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport32 33
Based on this methodology the ratio of entry level wage by gender compared to local minimum wage for comparable jobs is 126 for male staff and 117 for female staff The apparent difference between the two ratios does not imply gender bias at MIoD since for any specific position a male or female employee would receive the same remuneration all else being equal
The MIoD is focused on continually developing a workforce that is dedicated motivated and well trained in order to assure the Institutersquos future development and growth as well as providing long term employment for individual employees
To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions A competitive total compensation package includes an effective salary and a benefits plan which aims tobull payafairbasicsalaryforthejobbybenchmarkingagainst similar jobs and similar organisations in Mauritius and taking into consideration internal equity specific job requirements and the skills knowledge and abilities of the employeebull providebasicbenefitsandbull recogniseindividualcontributionthroughtheperformance bonus system
The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation which is normally paid in December and is calculated proportionately to the time of service during the year All employees receive a pay slip and salaries are paid on 26th of each month by standing order
42 Suppliers The MIoD has adopted a lsquoProcurement Policyrsquo to ensure that all procurement activities carried out by the MIoDbull provide best possible valuebull are conducted in a fair objective and transparent mannerbull are compliant with all relevant legislation and any other related policiesbull use best practice in the application of ethical standards andbull are consistent with the MIoDrsquos Vision Mission and Values
The choice of suppliers is influenced by the above mentioned objectives Although environmental benefits are considered as part of the procurement process with due consideration given to all relevant aspects of whole life-cycle costs of products the MIoD does not have a specific policy of preferring locally based suppliers
For some events and where a local capacity gap exists the MIoD has recourse to overseas facilitators to bring best practice to Mauritius
The MIoD intends to assess the geographical spread of its
procurement practices and report on the percentage of procurement budget which is spent on local suppliers in its next financial year At the same time the need to amend the procurement policy to promote local suppliers will also be considered
43 Recruitment Policy Under the Equal Opportunities Act 2008 (lsquoEOArsquo) an employer cannot discriminate against an employeeprospective employee on the basis of the following
The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting recruiting employing appraising promoting or dismissing an employee
Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis the MIoD is committed to a policy of equal opportunities
Its HR Policies amp Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race religion or belief colour sex age national origin disability or sexual orientation The MIoDrsquos HR Policy and Guidelines can be found on the website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepageAll employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines
5 Environmental Performance51 MaterialsThe main consumable materials used by the MIoD are shown in this chart
52 Energy Consumption The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes This amounted to 94113 MJ for the reporting period Also the indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid This was 10386 kWh electric for the reporting year ndash ie 11217 GJ thermal MIoD is not a producer of direct or indirect energiesInitiatives to reduce indirect energy consumption need to be investigated in the coming year This could for example include more energy-efficient lighting technologies A key constraint for the implementation of energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner or manager
53 Water The MIoDrsquos consumption of water includes water delivered by the Central Water Authority water consumed from water fountains and bottled water for training workshops This was 26 m3year for the reporting period
54 Greenhouse Gas Emissions The total CO2 emissions of the MIoD has been estimated at 206 tonnes for the reporting period with direct and indirect emissions contributing 57 and 149 tonnes of CO2 respectively as follows bull IndirectemissionsofCO2 arose from the consumption of electricity and air travel This amounted to 107 tonnes and 42 tonnes of CO2 respectivelybull TotaldirectCO2 emissions related to land transport has been estimated at 57 tonnes of CO2 The estimation is based on the total distance travelled (km) during the reporting year an average fuel efficiency of 12 kmlitre of gasoline and the emission factor of motor gasoline
55 Waste All waste produced by MIoD and related to MIoD activities were sent to the landfill during the reporting period The main sources of waste were paper (350 kg or 035 tonnes) and plastic (37 kg or 0037 tonnes) By virtue of its activities MIoD does not deal with hazardous wastes of any kind
56 Mitigation of Environmental Impacts Following the Ecological Footprint Report undertaken in 2012 three areas were highlighted that needed attention
(i) food (mainly provided by third parties during delivery of MIoD trainings) (ii) consumables and(iii) waste management
In this respect the MIoD has undertaken in the financial year 2013-4 to bull workwithourkeythirdpartyfoodsupplierstoimprovethequality of the food offered during our training sessions especially taking into account the health problems in Mauritian society such as diabetes and to reduce our ecological footprint in this respect We have also engaged the advice of a nutritionistbull reducetheamountofplasticthatwepurchasebothinourownoffice but also through our third party suppliers In this respect we now have a water dispenser delivered to each training venue on the day of our training workshop to avoid the use of plastic bottles for our training sessions The next step is to work with our suppliers to encourage them to adopt this practicebull reducetheamountofpaperandinthisrespectwehaveagreedwith our Board Directors that effective August 2013 that we will no longer use paper but instead adopt appropriate laptop or tablet software for board papers During this year we will also undertake a complete review of our use of paper especially the printing of training manuals and see if we can fully or partially adopt alternative solutions to reduce our footprint The objective over time must be to become paperless We also intend to meet with the Registrar of Companies to lobby for the reduction in printing of Annual Reports and to allow shareholders to receive a soft copy and opt for a hard copy by exceptionbull ensurethatallouroldelectronicgoodssuchasprintersorcomputers are properly recycled using genuine recyclers andbull workwithourlandlordstointroducerecyclingbinsforallthetenants in our building Raffles Tower
57 Total Environmental Protection Expenditure and InvestmentTo date the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its first Integrated Report at a total cost of Rs 150000 The Ecological Footprint calculation is the benchmark for reducing our footprint in the future
6 Social61 Risks Related to Corruption An ethics risk assessment which also covered corruption risks was undertaken in 2011-2 The assessment covered all the activities of the MIoD Thereafter the MIoD Code of Conduct was reviewed and revised to address ethical conduct within the Company and by its members A Whistleblowing Policy has also been implemented The Ethics Risk Assessment Report and the MIoD Whistleblowing Policy can be found on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
2 2
96
Central Water Authority
Water fountains
Bottled water
Total water withdrawal by source
Materials
Hec
tare
(Ha)
1200
1000
800
600
400
200
-
Clot
hes
Fabr
ics -
Cotto
n
Clot
hes
Fabr
ics - W
ool
Clot
hes
Fabr
ics -
Synt
hetic
Leat
her -
Bas
ed P
rodu
cts
Pape
r - B
ased
Pro
duct
s
Met
al -
Base
d Pr
oduc
ts
Plas
tic -
Base
d Pr
oduc
ts
Woo
d - B
ased
Pro
duct
s
Elec
trica
l Equ
ipm
ent
Glass
war
e Po
rcel
ain
Med
icina
l Pro
duct
s
Hygie
ne an
d Cl
eani
ng P
rodu
cts
Ciga
rette
s
Age
Caste
Colour
Creed
Ethnic origin
Impairment
Marital status
Place of origin
Political opinion
Race
Sex
Sexual orientation
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport16 17
DESCRIPTION
-Ensure the resources and
systems are in place to achieve
the KPIs
-Team MIoD motivated to deliver
service standards and achieve
KPIs
Continued funding of 15
Founders and 23 Patrons
Surplus as per budget
Risk Register
Debtors
Risk Exposure
TARGET
-Recruit 1 additional admin team
member
-Explore recruitment of Executive
SecretaryCompany Secretary
-Training and Development plan
in action
-New website
Rs 5300000
Rs 69363
-Register mitigation in action and
updated quarterly
-Max 15 cumulative debtors as
of total revenues
-Max Rs 50000 bad debts
-Total revenues
-Funding 55
-Membership 25
-Training 15
-Other revenues 5
RESULTS
-Membership and Marketing
Officer and Executive Secretary
appointed
-Training and Development plan
in place
-New website under construction
Rs 5358333
Rs 353508
-Risk Register up to date
-Bad debts = 005 of total
debtors
-Max Rs 50000
- Funding 35
-Membership 15
-Training amp others 46
-Interest Income 4
KEY STRATEGIC OBJECTIVE
People Processes Technology
Funding
Finances
Risks
5 Founders and Patrons
The generous contributions and support of our Founders and Patrons were publicly acknowledged by the MIoD during the 5th anniversary celebrations where commemorative certificates were presented to them
With that milestone came also the end of the 5 year agreement that was made with the original Founders and Patrons They have all been approached to seek their continuing support for the MIoDrsquos work and we are pleased to report that 90 have so far agreed to renew their support for another period of five years
The trust placed in the MIoD by our Founders and Patrons helps us to continue in our mission to champion best business practices and effective corporate governance supporting Mauritius as a regional leader and to be the voice of Directors through training and certification programmes workshops and networking events advocacy research and thought leadership reaching out to both private and public sector enterprises
Founders and patrons contributed 35 of our revenue
6 Membership
Membership has increased by 27 and is in line with our target We are forecasting continued growth with 200 new members per annum for the next 3 years We have not been as successful in attracting Associates compared to other categories of members and we are in the process of reviewing the benefits package for Associates as well as our communications strategy for this market segment
63 of our members are directors but we continue to focus on the recruitment and nurturing of aspiring directors and young professionals who will be the directors of tomorrow
Membership retention is 91 over the 5 year life of the MIoD 40 of the loss of membership is due to members moving overseas ill health or no longer being professionally active and 30 for non-payment of membership fees
New partners are added from time to time so please consult our website wwwmiodmu for updatesMembership fees and affinity revenues currently account for 15 of the total MIoD revenue
7 Directorsrsquo Register
The Directorsrsquo Register (the Register) was set up in 2011 to enable companies to find suitable independent directors for their boards It is made up of Members and Fellows of the MIoD who are senior executives or directors from cross sections of industries and professions This is a free service for members and allows them to promote themselves as a potential independent director to sit on the boards of other organisations There is a small fee for companies who wish to undertake a search but a free search is offered to our Founders or Patrons and to registered NGOs as part of our Corporate Social Responsibility
We currently have 136 members on the Register and are happy to report that the 21 director search requests were received during 2012-3 Since January 2013 the demand has increased substantially and we believe there will be a higher number of search requests in the future as boards diversify and continue to implement good governance best practices
As from 1 September 2013 all new Members and Fellows of the MIoD will automatically be added to the Register upon receiving their membership confirmation
8 Training and Education
Our recent membersrsquo survey shows that membersrsquo satisfaction is overall very high at 97 In our aim to be customer driven and responsive membersrsquo feedback is greatly valued and very useful for reviewing the services we offer
Our members have received a new Membership Card this year entitling them to discounts on products and services with a growing number of affinity partners which include
Number of new Patrons
5Founders and existing
Patrons who have renewed their support
90
Customer driven service excellence
and responsiveness
97
Customer satisfaction rating
95
Total number of members
850
Total number of workshops
43
Number of directors searches carried out
21
Membership retention (200813)
91
Total number of members attending
workshops
57
Number of members on the Directorsrsquo
Register
136Percentage of
members who are directors
63
Total number of in-house workshops
12
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport18 19
Training and education continues to be one of the key activities of the MIoD Our partnership with high profile international trainers coupled with local trainers and local experts has enabled us to deliver high quality training workshops with a very high satisfaction rate The MIoD has been approved as a Training Institute by the Mauritius Qualifications Authority All the MIoD workshops are MQA approved and qualify for HRDC refunds as well as Continuing Professional Development (CPD) units
We continue to work closely with the IFC Global Corporate Governance Forum (GCGF) and the Ethics Institute of South Africa whose materials we mainly use for all our workshops
During last year we have invited several high profile overseas guest speakers and facilitators including Prof Mervyn King Dr Teodorina Lessidrenska Linda de Beer Chris Pierce Phil Armstrong Mike Saunders Bert van Walbeek Maggie Gorse Guillermo Miranda Prof Deon Rossouw Alison Dillon Kibirige and Dr Graeme Codrington
We ran a 5 day Ethics Officer Certification Programme in collaboration with the Ethics Institute of South Africa for the 3rd consecutive year and have now trained over 30 Ethics Officers in Mauritius
Also this year in collaboration with the GCGF we ran a Training of Trainers workshop facilitated by Chris Pierce thus increasing our trainers and facilitators pool to 11
The MIoD also relies heavily on local expertise in all its workshops and again thanks are due to all those local presenters who have provided their collaboration the past year especially the members of the National Committee on Corporate Governance
9 Corporate Services
We have continued to diversify our activities and the MIoD is increasingly being asked to help with Board and Board Committee Appraisals Corporate Governance Reporting Corporate Governance Assessments Ethics Risk Assessments Code of Conduct Development and Ethics Management Consulting Our Information and Guidance services are also regularly consulted
The revenue derived from these activities has been incuded this year under training and education but will be accounted separately next year
10 Events
The MIoD held 4 members events in the last year including a networking event held at the Blue Penny Museum in Port Louis and another at the Maritim Hotel Balaclava
The Annual Membersrsquo Meeting was held on 26 September 2012 with Philip Armstrong Head of the IFC Global Corporate Governance Forum as guest speaker talking on the topic ldquoSelecting a Board ndash An Art or a Sciencerdquo
The MIoD also celebrated its 5th anniversary this year at Angsana Balaclava Mauritius The guest of honour for the event was the President of the Republic of Mauritius His Excellency Mr Rajkeswur Purryag GCSK GOSK The event was attended by over 125 members and guests
Our thanks go to Phoenix Beverages for their sponsorship of all these membersrsquo events
11 Communications Visibility and Brand Development
The MIoD continues to build our brand recognition and increase our visibility with regular PR and media coverage We have received extended coverage throughout the year of our workshops our overseas and local facilitators who have been
interviewed in the press as well as interviews with the Chairman and the CEO Retainer spend media coverage was above target at 16 as was Advertising Value Equivalency at 125
Our members have received regular communications from us on our workshops and events as well as our quarterly on line newsletters and our membersrsquo survey
During this year the MIoD has also increased its visibility and communications on social media especially LinkedIN Facebook and Twitter
12 Advocacy and Publications
The MIoD is more and more being recognised as a key stakeholder in the corporate governance arena both locally and regionally
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network and is working with 12 Directors Organisations from various African countries (Kenya Malawi Morocco Mozambique Nigeria Senegal Tanzania Uganda Zambia Zimbabwe as well as Mauritius and South Africa) towards the official launch of the African Corporate Governance Network in Mauritius on 16 October 2013 2 meetings of the ACGN have been held so far the first in Johannesburg sponsored by Standard Bank and the second in Harare sponsored by ACCA and attended by the World Bank the IFC NEPAD Business Foundation and Ernst amp Young
Locally the Directors Forum launched in January 2012 acts as an Advisory Council and a Technical Committee to the MIoD and has issued its first publication entitled lsquoBest Practice Guidelines for Appointment of Directorsrsquo A copy of the guideline and the resource pack can be obtained from the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage The Directors Forum sponsored by Phoenix Beverages and PwC is now working on its second publication ldquoAn Ethics Guide for Boardsrdquo
The Members of the Directors Forum are
Kim Andersen
Deva Armoogum
Patricia Day-Hookoomsing
Anwar Kaidoo
Danielle Lagesse
Ambrish Maharahaje
Benoit Maingard
Gerard Manuel
Jane Valls
Franccediloise White
Bruneau Woomed
James Benoit
Hanlie Blaise
Heba Capdevila-Jangerkhan
Virginie Corneillet
Robert Coutet
Sanju Deenapanray
Pierre Dinan
George Dumbell
Bryan Gujjalu
Michael Ho Wan Kau
David Hotte
Thierry Leung
Sham Mathura
Kiran Meetarbhan
Tim Taylor
Aisha Timol
Sheila Ujoodha
MIoD Trainers
Local Presenters
Our training calendar continues to offer a variety of workshops and topics and demand for public and in-house workshops has increased this year
Our library has grown and is being increasingly used by members as is our book ordering service
Training contributes 46 of the total MIoD revenue
Pierre Dinan ndash Chairman
Clairette Ah Hen
Deva Armoogum
Sunil Benimadhu
Prabha Chinien
Aruna Collendavalloo
Jean Paul de Chazal
Girish Dabeesing
Michael Ho Wan Kau
Gerard Garrioch
Dr Raj Jugurnath
Georges Leung Shing
Cyril Mayer
Giandev Moteea
Megh Pillay
Krish Ponnusamy
Anita Ramgutty-Wong
Aisha Timol
Jane Valls
Richard Wooding
Number of completed projects
5Number of
on going projects
4
Number of events held
4
Retainer Spend Media coverage
16
Building a voice that is influential and
respected
1 new forum
Average attendance per event
100
Retainer Spend Advertising value
Equivalency
125
Number of publications issued
1
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport20 21
The recommendations of the Directors Forum to the MIoD which were sent to the Minister of Finance for the 2012 Budget were on the followingbull urgencytorevisetheNationalCodeofCorporate Governancebull PublicSectorGovernancetoincludeDirectorsrsquoTrainingand Induction programmes and the Continuing Professional Development (CPD) of Directors and Senior Executivesbull sustainabilityndashrecommendationsforEbeneCybercitythe Environment and CSRbull annualreportstoenablesoftcopiesratherthanhard copies to be sent to shareholders andbull ITndashdecreaseininternetcostsandincreasein e-government
The MIoD collaborated again with PwC by sponsoring the Award for Risk Management Reporting as part of the PwC Corporate Reporting Awards The Award for 2012 was won by the Mauritius Commercial Bank Ltd
We have also in partnership with KMPG set up an Audit Committee Forum This Forum will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help Audit Committee members and their Boards enhance the effectiveness and integrity of the financial reporting process
The Forum will act as a technical resource or sounding board for current issues relevant to audit committees Information relating to governance risk management auditing accounting and financial reporting future changes and international developments will be researched discussed and debated by the Forum to prepare formal topical position papers and alerts
The first meeting took place on 23 July 2013 The members of the Forum are
For more information on the Forum please refer to our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD is working closely with the Ethics Institute of South Africa to conduct a baseline survey on the state of ethics in companies in Mauritius
Finally the MIoD is also collaborating with the ICAC and the JEC on a private sector anti-corruption initiative in Mauritius
13 Links and Networks
We have continued to work hard this year developing key strategic partnerships links and networks with local regional and international organisations
We have expanded our international network to include Brazil and Zimbabwe and have now established links with 7 Institutes of Directors around the world Our members can network and attend events held by these institutes at local membersrsquo rates The network will increase with the launch of the African Corporate Governance Network (ACGN) during our International Conference being organised in collaboration with the IoDSA in October 2013
During this year we have collaborated with organisations such as ACCA Bank of Mauritius the Competition Commission Ernst amp Young ESSEC the Financial Reporting Council IoDSA the Mauritius Bankers Association the National Committee on Corporate Governance the Office of Public Sector Governance and PwC and take this opportunity to thank them all for their valued support
We continue to work closely with the IFC Global Corporate Governance Forum and the Ethics Institute of South Africa our key training partners
To facilitate the sharing of information with key regulatory bodies we are presently in discussions with them to enter into Memorandum of Understandings
Georges Leung Shing (Chairman)
Alastair Bryce
John Chung
Jerome de Chasteauneuf
Jean Paul de Chazal
Pierre Dinan
Catherine Dvorak
Maurice Enouf
Jean-Michel Felix
Anil Gujadhur
Paul Halpin
Fabrice Koenig
Reneacute Lecleacutezio
Ali Mansoor
Sanjay Molaye
Madhvi Ramdin
Sheila Ujoodha
Jane Valls
14 People Processes Technology
We have this year taken on two new team members bringing the team to 6 including the CEO Rizwana Eathally joined us as Membership amp Marketing Officer in October 2012 and Tioumitra (Ambrish) Maharahaje joined us as Executive Secretary in March 2013 taking over as the MIoD Company Secretary as well as Executive Secretary of the Directors Forum and the Audit Committee Forum managing the Directorsrsquo Register and leading future research projects
Last year we upgraded our accounts system with Pastel and this has proved an invaluable investment This year we have undertaken to build a new interactive website and integrated CRM Both are nearly finalised and should be fully operational in September 2013
All our processes at the MIoD are continually evolving and being reviewed as we grow We have reviewed this year our Accounting Membership and Training Procedures as well as the management of our Members and Directorsrsquo Registers
15 Finances
Although our membership has increased substantially and continues to grow and our training programme and corporate services have expanded the MIOD continues to rely on the contributions of its Founders and Patrons These contributions enable membership of the MIoD attendance at its events and use of its services to be accessible to the maximum number of people by keeping our fees at an affordable level
Accumulated funds have been placed on fixed deposits with the Mauritius Post and Cooperative Bank this being renegotiated at regular intervals
The MIoD has again this year made a small surplus of Rs 353508 for the year which is above targeted results
16 The Coming YearThe MIoD has a new three year business plan and will continue to focus on membership growth particularly for Associate members but also membership from the public sector and from more seasoned directors During the coming year we will
be undertaking a branding exercise to evaluate our image and encouraging greater stakeholder engagement to ensure excellent customer service and responsiveness through an Annual Members Forum and Survey and by establishing MOUs with key regulators
Ensuring high quality training and education remains a key objective by continuing to provide an innovative and interesting training programme with our team of 11 local trainers and consultants as well as high level overseas facilitators In 20134 this will include a Thought Leadership Programme and we hope to work more closely with the public sector We will also introduce information and consulting services and set up a Research unit to undertake research into directorsrsquo remuneration business ethics and board practices in Mauritius
The Audit Committee Forum will also start to operate and build capacity and the Directors Forum will continue to establish itself as the voice of Directors
As part of our Corporate Social Responsibility we will continue to offer pro-bono Directors Searches and Corporate Governance and Skills training for registered NGOs
We will follow up on the improvement of our Ecological Footprint by focusing on the reduction of our use of paper plastic and improving the quality of the food served at our workshops
Our new website will be launched shortly along with our new Customer Relationship Management system and our presence on LinkedIn Twitter and Facebook will be reinforced
The highlight of the coming year will undoubtedly be the launch of the African Corporate Governance Network on 16 October and our International Conference being organised in collaboration with the IoDSA on 17 and 18 October on the theme ldquoAfrica Rising Governance for Sustainability the Road Map for Value Creationrdquo with a big line up of distinguished speakers led by Baroness Lynda Chalker
Signed on behalf of the Board
Links with other IoDs
7Member
organisations in the ACGN
12
Total number of employees
6
Surplus 2012-3
Rs 352508
Accumulated Fund
Rs 4775300
New website and CRM system to be
launched
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
Date 21 August 2013
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
2nd Meeting of the ACGN Harare June 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport22 23
CORPORATE GOVERNANCE REPORT
1Compliance StatementIn accordance with its mission statement the Mauritius Institute of Directors (lsquoMIoDrsquo or the lsquoCompanyrsquo) is committed to applying the principles of good corporate governance in its operations Rather than adopting a lsquotick the boxrsquo approach to complying with the Code the MIoD has embedded the principles of the Code in its day to day operations
During the year the MIoD has complied with all material aspects of the principles of the Code Given that it has only six employees the Board considers that it functions effectively with only one Executive Director namely the CEO
2Corporate Details and Holding StructureIncorporated in Mauritius as a public company limited by guarantee on 11 February 2008 the MIoD is a non-profit organization engaged in the promotion of good corporate governance in Mauritius and training and development
The rights powers duties and obligations of the Company the Board each director and the members of the Company are governed by the Constitution of the Company and the Companies Act 2001
The constitution of the MIoD provides that inter alia21 every member irrespective of his class of membership including a person who has been a member at any time within 12 months from the effective date of the winding up of the Institute shall in the event of the Company having a deficit in disposable assets over its liabilities contribute a maximum of one hundred (100) Mauritian Rupees to the assets of the Company in the event of it being wound up22 the monies collected shall be applied for the payment of the debts and liabilities of the Company and the payment of the costs charges and expenses associated with the winding up the Company and23 the Directors are prohibited from making any form of distribution including distributing dividends returns of capital income or profits of the Company to the Members However the Company shall use any surplus funds in any year to pursue the goals set out in Article 5 of this Constitution
The full version of the constitution is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
3 The BoardFrom 1 June 2012 to 7 February 2013 the Board of the MIoD was comprised of 12 directors (6 male and 6 female) of whom 11 were independent directors and one was classified as an Executive Director namely the Chief Executive Officer (CEO)
A vacancy arose on the Board on 7 February 2013 when Mrs Aruna Collendavelloo stepped down as director of the Company As there was no urgent need to appoint a replacement and on the recommendation of the Nominations and Membership Committee it was resolved that such vacancy would be filled at the Annual Meeting of Members (AMM) scheduled on 25 September 2013
The profiles of the directors are set out on pages 7 to 9 of the report
Mr Deva Armoogum was appointed as Chairman of the Board by his fellow directors following the AMM held on 26 September 2012
For the year under review the Board considered its composition as adequately balanced and that the directors had the appropriate range of skills expertise and experience required to carry out their duties properly in order to serve the interests of all the stakeholders and provide effective corporate governance
The Constitution of the Company provides that with the exception of the Chief Executive Officer every other director shall be eligible for reappointment for a maximum of five consecutive years
In line with the Code all directors who meet the eligibility criteria stand for re-election at the AMM on the recommendation of the Nominations and Membership Committee
Messrs Deva Armoogum Georges Leung Shing and Mrs Danielle Lagesse having reached their term of office will not stand for re-election at the next AMM Mr Vaughan Heberden has also indicated that he will be stepping down at the next AMM The Nominations and Membership Committee has thus reviewed the skills competencies and experience required to enable the Board to function efficiently as well as the profile of the directors eligible for re-election Their contribution to board and committee meetings were also considered
Pursuant to such review the Nominations and Membership Committee has recommended that the following directors be considered for re-election at the Annual Meeting
1 James Benoit2 Ravin Lama3 Heba Jangeerkhan4 Patricia Day-Hookoomsing5 Catherine Dvorak6 Richard Wooding
As regards the five remaining vacancies on the Board the Committee has recommended that candidates with a background in the legal and accounting fields as well as in corporate governance matters be considered for election as director of the Company
A notice inviting members to apply for consideration as director of the Company was issued on 21 May 2013
On appointment to the Board new directors receive a comprehensive induction pack from the Company Secretary and the CEO and have informal meetings with the Chairman fellow Board members Nominations and Membership Committee the CEO and the employees of the MIoD The functions and responsibilities of the Chairman and CEO are separate
The Chairman and the CEO in collaboration with the Company Secretary agreed on the Board meeting calendar for the year and the Board meeting agendas in advance to ensure adequate coverage of key issues throughout the year Board packs are usually sent to the directors five days in advance
All directors have access to the Company Secretary and CEO to discuss issues or to obtain information on specific areas or items to be considered at Board meetings or any other area they consider appropriate Directors attend Board meetings unless exceptional circumstances prevent them from so doing
Furthermore the directors have the right to request independent professional advice at the expense of the Company The Board also invites third parties with relevant experience and expertise to attend board meetings as and when required
Besides Board meetings decisions are also taken through written Board resolutions as and when required
The attendance of directors at board and committee meetings is set out in the table on page 26
The profiles of the senior management team are set out at page 9 of the report
4 Board CommitteesThe Board of the MIoD has set up the following committees to assist in the execution of its responsibilitiesbull AuditandRiskCommitteebull CorporateGovernanceCommitteebull EducationCommitteebull NominationsandMembershipCommitteeThe chartersterms of reference of the committees are available for consultation on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
ldquoYour directors met seven times during
the year under review In addition two
offsite meetings were held to discuss the
strategic plan of the MIoD The Board also
received regular reports from the CEO
on the activities of the Company Board
deliberations were characterised by open
and frank discussions and provided a
forum for challenging and constructive
debates The Board also received reports
from the chairmen of the various
subcommitteesrdquo ndash Deva Armoogum
(Chairman - Board)
41 Audit and Risk Committee (ARC)The ARC is composed of three directors namely Georges Leung Shing (Chairman) Catherine Dvorak and Richard Wooding The Company Secretary acts as secretary of the committee The CEO is also in attendance at the meetings of the ARC as well as the Accountant and the External Auditor when required
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport24 25
ldquoThe Committee met three times during
the financial year 2012-3 Besides
reviewing the companyrsquos accounting
policy and procedures management
accounts the financial statements and
the Annual Report 2012 the Committee
reviewed its own terms of reference The
MIoD thus now requires its lead audit
partner to be rotated every five years
The risk register of the MIoD was also
updated and two new risks ndash debtorsrsquo
collection and credit risks- were added
to the register To give assurance to the
Board and the members that the internal
controls systems of the Company are well
maintained and as best practice we have
decided to commission an audit of the
accounting policies and procedures This
exercise will be conducted in the financial
year 2013-4rdquo Georges Leung Shing ndash
Chairman ARC
ldquoThe Corporate Governance Committee
was active during the last financial year
in its mission to improve the governance
of the MIoD We met thrice during the
year and considered several policies
regarding matters such as human
resources business continuity planning
whistleblowing media interaction
as well as data protection During
the year Ecological Living in Action
was commissioned to undertake the
evaluation of the Institutersquos Ecological
Footprint and the Committee approved
the final report and recommendations
Besides reviewing the non-financial
part of the Annual Report we also
worked on the framework for the first
integrated report issued this year The
Committee also recommended as part
of its corporate social responsibility
programme that the MIoD shall offer pro-
bono training on corporate governance
to registered non-governmental
organisations as well as using its Directors
Register to conduct pro bono searches for
such organisationsrdquo Vaughan Heberden ndash
Chairman GGC
The ARCrsquos main responsibilities are to assist the Board of directors in fulfilling its oversight responsibilities forbull theintegrityoftheCompanyrsquosfinancialstatementsbull theCompanyrsquoscompliancewithlegalandregulatory requirementsbull theindependentauditorrsquosqualificationsindependence and performance bull theeffectivenessoftheCompanyrsquosinternalcontrolsbull thereviewofanyaccountingorauditingconcerns identifiedbull monitoringofdebtorsandbull thereviewoftheriskphilosophystrategyandpolicyand assessment of the quality of the risk management process
53 Education Committee (EC)The EC is composed of six directors namely James Benoit (Chairman) Ravin Lama Danielle Lagesse Patricia Day-Hookoomsing Richard Wooding and Jane Valls The Company Secretary acts as secretary of the committee
The Committee is responsible for all matters regarding training and education activities of the MIoD aimed at the promotion and achievement of its objectives
54 Nominations and Membership Committee (NMC)The NMC is composed of four directors namely Deva Armoogum (Chairman) Georges Leung Shing Heba Capdevila-Jangeerkhan Aruna Collendavelloo (up to 7 February 2013) and James Benoit (as from 10 April 2013) The CEO is in attendance at the meetings and the Company Secretary acts as secretary of the committeeThe Committee is responsible for all matters concerning membership of the MIoD as outlined in its Constitution and for recommending to the Board candidates to be appointed as directors to the Board as well as all employeesrsquo remuneration
The Committee has a separate set of clear and transparent published procedures and distinct terms of reference for the nomination of directors and for the admission of new members
ldquo2012-3 was an eventful year for the EC
Four meetings were held during the year
Besides the 12 training courses of the
Director Development Programme which
are proposed annually some 24 training
workshops were planned by the MIoD on
several new topics such as Social Media
Skills Running an AGM Marketing for
the Asian Market Marketing Strategy
Effective Company Secretaries Duties
and Rights of Minority Shareholders and
Unfair Competition and Anti-Competitive
Behaviours We helped to build capacity
in the corporate governance field by
sponsoring a lsquotrain the trainersrsquo session
on corporate governance bringing
the number of IFC certified trainers in
corporate governance to 11
Our courses continue to be well attended
with an average of 29 participants per
workshop and we are pleased to report
that the satisfaction rating has remained
above average at 95 The Committee has
worked on the development of a lsquoThought
Leadership Programmersquo in collaboration
with TommorrowToday which will be
launched shortly The Committee has also
contributed to the planning of the second
international conference entitled lsquoAfrica
Rising Governance for Sustainability
The Road Map for Value Creationrsquo which
will take place in Mauritius on the 17-18
October 2013 and has received regular
progress reports from the CEOrdquo James
Benoit ndash Chairman EC
42 Corporate Governance Committee (CGC)The CGC is composed of four directors namely Vaughan Heberden (Chairman) Danielle Lagesse Aurna Collendavelloo (up to 7 February 2013) Catherine Dvorak (as from 10 April 2013) and Jane Valls The Company Secretary acts as secretary of the committeeThe CGC makes recommendations to the Board on all Corporate Governance provisions to be adopted to enhance compliance with prevailing governance principles and practices
5th Anniversary members networking evening
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport26 27
ldquoDuring the year the Nominations and Membership Committee met twice and approved
194 new members Building on the qualitative research conducted by TNS Analysis on
the Associate memberrsquos category we identified new strategies to attract more associate
members which will be implemented in 2013 With regards to nominations as three
directorswillreachtheirtermofofficeatthe2013AnnualMeetingofMembers(AMM)and
following a vacancy which arose on the board during the course of the year as well as one
director who will be stepping down at the AMM the Committee reviewed the composition
of the Board to identify the profiles of prospective directors The nomination notice was
issued on 21 May 2013 to invite members to send their candidature for election at the AMM
scheduled on 25 September 2013rdquo Deva Armoogum ndash Chairman NMC
Attendance at meetings
ARMOOGUM Devapragassen
BENOIT James
CAPDEVILA-JANGEERKHAN Heba1
COLLENDAVELLOO Aruna2
DAY-HOOKOOMSING Patricia1
DINAN Pierre3
DVORAK Catherine
HEBERDEN Vaughan
LAGESSE Danielle
LAMA Ravin
LEUNG SHING Georges
SUDHOO Arjoon3
THOMAS Appalsamy3
VALLS Jane Elizabeth Orde
WOODING Richard
Board
77
57
55
33
45
12
57
57
67
47
77
02
22
77
47
ARC
na
11
na
na
na
na
33
na
na
na
23
11
na
33
02
EC
11
13
na
na
23
na
na
01
44
34
na
na
na
44
14
NMC
22
11
11
na
na
na
na
na
na
na
22
na
11
22
na
CGC
na
na
na
11
na
na
na
22
33
na
na
01
na
33
11
in attendance1 Appointed at AMM held on 26 September 20122 Appointed at AMM held on 26 September 2012 and resigned on 7 February 20133 Resigned at AMM held on 26 September 2012
5Board Performance and Evaluation An evaluation of the Boardrsquos performance is undertaken every year and reviewed with the objective of improving its performance procedures practices and administration and those of its Committees as well as the overall achievement of the Companyrsquos Vision Mission Values and Objectives The last Board Evaluation Report in August 2012 identified the following key area for improvement the need for the Board to become more strategic and less operational As a result 2 half day Board strategy off-sites were held in November 2012 and the Board agenda now focuses on key strategic and important issues first
6 Conflicts of InterestThe Boardrsquos policy on conflicts of interest with which all employees and directors are expected to comply is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
7 Statement of Remuneration PhilosophyThe NMC is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position and at levels which take into account industry and market benchmarks
The Non-Executive Directors are not remunerated for serving on the Board
The total remuneration of the CEO for the year was
Name Remuneration VALLS Jane Elizabeth Orde Rs 3629715
8 Annual Meeting of MembersAs at 30 June 2013 the MIoD had 850 membersThe MIoD communicates to its members through its Annual Report publications newsletters website emails and Annual Members Meeting The key members events held during the year were
10 Internal Control and Risk Management(a) Risk ManagementThe Board is responsible for the process of risk management which incorporates internal control and audit and has delegated its overall responsibility to the ARC The ARC assists the Board in fulfilling its responsibilities by monitoring decisions and processes designed to ensure the integrity of financial reporting and sound systems of internal control and risk management Management is accountable to the Board to establish processes and procedures for identifying evaluating and managing any significant risks faced by the Company
A full risk analysis has been undertaken and a register of key risks has been established and presented to the ARC for the appropriate mitigation actions and decisions to be taken
The key risks identified and which require monitoring are as followsbull reputationbull lossofFoundersandPatronsfundingespeciallyafterthe initial 5 year periodbull technologyfailureanddatalossbull naturaldisastersandbull creditriskattributabletotradereceivables
These risks are being addressed in the following waysbull anethicsriskassessmentwascompletedinAugust2012bull theMIoDCodeofConducthasbeenreviewedbull aWhistleblowingPolicyhasbeenimplementedbull theMIoDhasputinplaceanew3yearbusinessplanto ensure its sustainabilitybull aDisasterRecoveryandBusinessContinuityPlanhasbeen put in place and now needs to be testedbull improveddebtormanagementandregularfollowupbull currentrelianceonfundingbyFoundersandPatronshas been reviewed and a sector analysis undertaken to ensure limited vulnerability to a financial downturn in any one sectorbull 5newPatronshavebeensecuredbull theoriginalFoundersandPatronscontinuedsupporthas been sought and secured andbull ITsecurityhasalsobeenreviewedandimproved
(b) Internal ControlCays Associates was appointed in May 2010 to look after the MIoDrsquos accounts Segregation of duties is ensured for approval of all purchases payments of bills and signing of cheques Cash transactions are limited and receipts are immediately issued A new Pastel software accounting system has been introduced to further improve the management of accounts and debtors
(c) External AuditMoore Stephens was re-appointed as external auditor for the year 2012-3 No non-audit services were rendered by the external auditor
1 Members Networking Evening at the Blue Penny Museum2 Annual Meeting of Members at La Grande Cannelle Domaine les Pailles3 Members Networking Evening at the Maritim Hotel Balaclava4 5th Anniversary event at Angsana Balaclava
31 August 2012
26 September 2012
30 November 2012
17 May 2013
9 Share PriceThe Company is not listed on any stock exchange and share price information is therefore not applicable
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport28 29
11 Corporate Social Responsibility (CSR)The Company is a non-profit organization and is therefore not accountable for CSR contributions The MIoD has however decided this year to implement a corporate social responsibility programme which consists of the offer of pro-bono training on corporate governance to registered non-governmental organisations as well as using its Directorsrsquo Register to conduct pro-bono searches for such organisations
12 EthicsThe Companyrsquos Code of Conduct was reviewed and updated on 15 July 2012 The members of the Company are expected at all times to act in such a way as not to bring themselves or the MIoD into disrepute They are also expected to comply with the Code of Conduct of the MIoD which provides guidance on behaviour to be adopted by the members
The MIoD has this year implemented a Whistleblowing Policy
The Code of Conduct and the Whistleblowing Policy are available on the website of the MIoD
Two of the MIoD team have undertaken Ethics Officer training this year bringing the total number who have undergone this training to three
13 EnvironmentTo support the MIoD in its endeavour to promote corporate sustainability in Mauritius an exercise was undertaken to calculate the MIoDrsquos Ecological Footprint (EF)
Please refer to the sustainability report on pages 29 to 36 for more information on this matter
14 Health and SafetyThe Company complies with health and safety legislations No incidents have been reported during the year
15 Social IssuesThe Company is an equal opportunities employer and considers the welfare and development of its employees to be very important
Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD workshops and events as well as external training for their professional development Team building exercises are held regularly to reinforce team values and teamwork
Please consult our website to know more about our HR policies and practices wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
16 Related Party TransactionsThe MIoD has procured training services from Consultancy Company Limited amongst other service providers since 2011 With the nomination of Mrs Patricia Day-Hookoomsing as a Director of the MIoD in September 2012 such services are now recorded as a related party transaction and disclosed in the Financial Statements in note 13
17 Management AgreementsNo management agreement has been entered into by the Company
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
21 August 2013
1 Report Content and Reporting ParametersThis report marks two significant milestones for the MIoD It is the MIoDrsquos first Integrated Report and it also marks the first time that the GRI framework has been adopted for sustainability reporting by the MIoD These milestones are timely and are squarely aligned with MIoDrsquos position in the market to promote corporate sustainability and to lead by exampleThe integrated report has adopted the G31 guidelines of the Global Reporting Initiative and it reflects MIoDrsquos commitment to provide a transparent and fair review of its strategy performance and activities in 2012-3 to its stakeholders The triple bottom line reporting has endeavoured to provide an open and honest summary of the social economic and environmental impacts stemming from our activities and commitments practices objectives and performance results regarding the management of our impacts The report contains a combination of quantitative and qualitative impactsMIoD has also adopted a learning-by-doing approach to internalise integrated sustainability reporting as a strategic management tool To reflect this approach we have realised this report in the GRI Level C application with the view that MIoD will graduate progressively to higher level reporting over time It is understood that the learning-by-doing approach implies that the processes tools and methodologies applied to identify prioritise and validate report content and reporting parameters will evolve over time Nevertheless the processes tools and methodologies are systemic and have been applied systematically to allow year-on-year comparisons of MIoDrsquos performance This is even more so because MIoD is a relatively young organisation that holds a unique position vis-agrave-vis its stakeholdersWe have used GRI Reporting Standard principles in determining the scope of the report content structure and quality and data calculation and disclosure techniques The content of this report discloses MIoDrsquos performance for the period starting July 1 2012 and ending June 30 2013
2 Report Scope amp BoundaryThe activities of MIoD cover the geographical area of the Republic of Mauritius and most of these activities take place in the island of Mauritius The report boundary is therefore the activities of MIoD in Mauritius In addition to GRIrsquos Sustainability Reporting Guidelines (GRI 31) the report also follows the International Financial Reporting Standards (IFRS) for financial reporting and the Code of Corporate Governance of Mauritius 2004 Boundaries for non-financial data collection are consistent with our financial reporting thus aligning financial environmental and social reporting Since stakeholder inclusiveness is a cross-cutting issue in determining the content and scope of reporting we have attempted to take into consideration the expectations of our stakeholders as well as to quantify or qualify the impacts of our activities on their well-being including present and future considerations and to take remedial actions Our stakeholder engagement processes are discussed below
3 Determining Report ContentGuided by the G31 reporting guidelines and principles and technical protocol the following criteria have been observed in preparing this reportStakeholder inclusivenessStakeholder identification and engagement have been carried out using a combination of three methods namely (1) market knowledge by virtue of being the main organization mandated to foster the development of corporate governance at the level of Boards and upper management in Mauritius (2) value-chain analysis to establish the entire supply chain of MIoDrsquos services including the enabling environment and business providers and (3) on-going surveys with existing and potential members
The stakeholders of the MIoD are set out below
MIoD appreciates the benefits derived from stakeholder engagement and endeavours to maintain close proximity with key stakeholders We carry out membership surveys ethics risk assessments and on-going evaluations of our training programmes to identify and address issues that are relevant to our stakeholders and also to engage our stakeholders in assessing MIoDrsquos performance risks and opportunities For instance the following examples are pertinent
bull MIoDcarriedout43publictrainingworkshopsinvolving1262 participants during the reporting period and each one was accompanied by a written evaluation The response rate across all the courses was close to 90 with a 95 customer satisfaction rate Please refer to page 17 of the Report)bull InJuly2011anEthicsRiskAssessmenthasenabledkeystakeholders to share their views and to highlight the key ethics risks for the MIoD The stakeholders included members MIoD directors suppliers employees media MIoD founders and patrons and MIoD partners The assessment combined questionnaire surveys interviews and focus group discussions and covered the following areas organisational culture financial operational governance conduct and behaviour of individuals relating to or
SUSTAINABILITY REPORT
FOUNDERS AND
PATRONS
DIRECTORS
FORUM amp
AUDIT
COMMITTEE
FORUM
KINDRED
ORGANISATIONS
amp PARTNERS
MEMBERS
THE
BOARD
MANAGEMENT
amp EMPLOYEES
CORPORATE
SECTOR ndash
PRIVATE AND
PUBLIC
POLICY
MAKERS AND
REGULATORS
SUPPLIERS
THE
COMMUNITY
THE
ENVIRONMENT
THE MEDIA
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport30 31
working with MIoD (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull InJuly2012MIoDalsocarriedoutaqualitativesurveyofthemotivations and needs of its Associate Members (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull PeriodiconlineandtelephonicmembersrsquosurveysThelastsurvey was completed in June 2012 and the latest one was completed by the end of June 2013 (a copy of the questionnaire can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull TheMIoDDirectorsForumcomposedofdirectorsfromtheprivate and the public sector acts as an advisory and technical committee to the MIoD and draws on the experience and knowledge of its members to represent the collective view of directors across a broad spectrum of organisations (a list of members of the Directors Forum can be found on page 19 of the Reportbull TheviewsofFoundersandPatronsoftheMIoDwhorepresent a cross section of public and private sector companies in Mauritius are sought in annual individual meetings while regular meetings with partner and kindred organisations provide feedback from these stakeholders andbull ByincorporatingtheimpactsofsuppliersontheEcologicalFootprint of MIoD (please see more in the section on Materiality below) thereby serving as a basis for involving suppliers in the value chain to take remedial actions in partnership with MIoD
Sustainability ContextAs a leading organization promoting corporate sustainability we consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic social and environmental fronts This is important on two counts namely (1) the increasing awareness in the Mauritian public and private sector for mainstreaming the three pillars of sustainable development and (2) the recognition that corporate sustainability can be a significant comparative advantage and differentiation strategy It is worth mentioning here that MIoDrsquos Integrated Report is squarely aligned with the newly adopted Maurice Ile Durable (MID) Policy Strategy and Action Plan of Mauritius especially concerning lsquoenhancing the corporate environment social responsibility and accountabilityrsquo (wwwmidmu ndash accessed 12 July 2013) The sectorial MID Strategy for employmenteconomy specifically refers to the use of GRI as a benchmark for developing a Sustainability Index for publicly listed companies
CompletenessWe have ensured that all the material topics and indicators covered in this report reflect completely the significant economic environmental and social impacts of our activities and enable our stakeholders to assess our performance in 2012-3 effectively
BalanceWe have attempted to present an unbiased picture of our performance by avoiding selections omissions or presentation formats that are reasonably likely to unduly or inappropriately influence the readerrsquos decision or judgment The report provides both favourable and unfavourable results as well as results that can influence the decisions of stakeholders in proportion to their materiality This is a commitment to MIoDrsquos transparency
ComparabilitySince this is the first integrated sustainability report results present the baseline data and information against which comparative performance analysis will be carried out in the future
AccuracyThe different data in this report have been presented both on a qualitative and quantitative basis In any case we have ensured openness in measurements and qualitative analyses while bearing in mind that data would need to be verifiable While the non-financial components of the present report have not been subject to an independent third party audit the processes methodologies and tools for generating and analysing quantitative and qualitative data were adopted because they lend themselves to such audits Where applicable such as in the case of Ecological Footprint analysis discussed below error analysis is provided to deal with uncertainties in measurements
TimelinessThis report will be issued for the purpose of the Annual Meeting of Members on 25 September 2013 It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting This open review process forms an integral part of the learning-by-doing approach
ClarityThis report has been presented in a manner that is understandable accessible and usable by our stakeholders As far as practicable graphics and data tables have been used to present information
ReliabilityInformation and processes used in the preparation of this report have been consistently gathered recorded compiled analysed and disclosed in a way that has been subject to constant examination by a competent internal team together with the help of an external consultancy firm with experience in integrated sustainability reporting using the GRI G31 Reporting Guidelines and Principles
MaterialityAccording to the GRI G31 Guidelines materiality has to be determined by considering the economic environmental and social impacts that cross a threshold in affecting the ability to
meet the needs of the present without compromising the needs of future generations Since the identification of thresholds is not trivial especially when considering long-term impacts or impacts where root causes and their effects are delocalised geographically and across different time horizons the methodology applied by MIoD to gauge materiality is evolving as it strives to better integrate sustainability across its entire spectrum of operations and services The underlying approach is to identify and prioritise those impacts that have a propensity to create preserve or erode economic environmental and social value for itself and its stakeholders In order to be methodological and systematic a combination of approaches has been used to determine materiality and the contents of this reportbull ThelegalrequirementsoftheRepublicofMauritiusInmanyinstances the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts and these thresholds are usually identified because of their materialitybull Adoptionofathoroughriskmanagementprocessthatallowsus to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative The risk management process also makes visible opportunities to better serve our stakeholdersbull Bykeepingacloseproximitywithourstakeholdersasexplained above under lsquoStakeholder Inclusivenessrsquobull IdentificationofinternalissuesthroughmeetingswithMIoDteam members as well as subscribing to continuous learning to better adhere to our policies values strategies targets and risk management processes andbull CarryingoutanEcologicalFootprintanalysisofouroperationsthat cover the impacts of the following (1) food (mainly provided by third parties during delivery of MIoD training) (2) consumables (3) utilities buildings and transport and (4) waste The first Ecological Footprint analysis was carried out for the calendar year 2012 (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage) and its results and recommendations were approved by the MIoDrsquos Board of Directors on 5 December 2012 The time period for the Ecological Footprint analysis has been revised to match the reporting period July 2012-June 2013 and the Footprint updated The analysis has been used to quantify impacts identify impacts of most significance and provide a basis for taking remedial actions across the value chain as discussed in this report Ecological Footprint analysis has been adopted as one way to deal with the difficulties in establishing thresholds for sustainability impacts The Ecological Footprint analysis also captures the ecological impacts of services delivered (except for electricity and primary energy consumption) by third party venues during MIoD training
MIoDrsquos materiality framework is evolving We are confident that the results presented here are sufficiently robust to instil confidence in the quality of the report The integrated Sustainability Report should be read in conjunction with our online resources
Validation is currently essentially an internally orientated process with authorisation by the CEO and Executive Secretary and ultimate approval of the Integrated Report by the Board of Directors
Performance indicators have been chosen for reporting purposes based on three main factors1 Results of the Ecological Footprint Analysis2 Our ability or maturity to respond and3 The opportunity for MIoD to grow and gain advantage from the impacts
The calculation of Performance Indicators has followed the GRI Indicator Protocols GHG emissions arising from the use of electricity has been calculated from the Grid Emission Factor of Mauritius using the methodological tool 07 ndash ie ldquoTool to calculate the emission factor for an electricity system (Version 0300) - proposed by the Clean Development Mechanism for calculating the operating margin (httpcdmunfcccintmethodologiesPAmethodologiestoolsam-tool-07-v300pdf )rdquo GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator (httpwww2icaointencarbonoffsetPagesdefaultaspx)
Re-statements of information are not applicable to MIoDrsquos first Integrated Report
4 Market Position41 Range of Ratios of Standard Entry Level Wage by Gender The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees Entry salaries are based on industry and market benchmarks the entrantrsquos educational level and relevant experience The Board Nominations Committee is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position
The MIoD employs 5 staff excluding the CEO ndash 3 female and 2 male The lowest male basic salary is Rs 28618 and the lowest female basic monthly salary is Rs 14478 There is no official minimum wage in Mauritius in our sector However as per the Ministry of Labour and the National Remuneration Order for Travel Agents and Tour Operators Workers a similar service sector the minimum wages prescribed for comparable jobs are as follows
bull SeniorAccountsClerkRs10306bull AdministrativeClerkRs8717
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport32 33
Based on this methodology the ratio of entry level wage by gender compared to local minimum wage for comparable jobs is 126 for male staff and 117 for female staff The apparent difference between the two ratios does not imply gender bias at MIoD since for any specific position a male or female employee would receive the same remuneration all else being equal
The MIoD is focused on continually developing a workforce that is dedicated motivated and well trained in order to assure the Institutersquos future development and growth as well as providing long term employment for individual employees
To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions A competitive total compensation package includes an effective salary and a benefits plan which aims tobull payafairbasicsalaryforthejobbybenchmarkingagainst similar jobs and similar organisations in Mauritius and taking into consideration internal equity specific job requirements and the skills knowledge and abilities of the employeebull providebasicbenefitsandbull recogniseindividualcontributionthroughtheperformance bonus system
The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation which is normally paid in December and is calculated proportionately to the time of service during the year All employees receive a pay slip and salaries are paid on 26th of each month by standing order
42 Suppliers The MIoD has adopted a lsquoProcurement Policyrsquo to ensure that all procurement activities carried out by the MIoDbull provide best possible valuebull are conducted in a fair objective and transparent mannerbull are compliant with all relevant legislation and any other related policiesbull use best practice in the application of ethical standards andbull are consistent with the MIoDrsquos Vision Mission and Values
The choice of suppliers is influenced by the above mentioned objectives Although environmental benefits are considered as part of the procurement process with due consideration given to all relevant aspects of whole life-cycle costs of products the MIoD does not have a specific policy of preferring locally based suppliers
For some events and where a local capacity gap exists the MIoD has recourse to overseas facilitators to bring best practice to Mauritius
The MIoD intends to assess the geographical spread of its
procurement practices and report on the percentage of procurement budget which is spent on local suppliers in its next financial year At the same time the need to amend the procurement policy to promote local suppliers will also be considered
43 Recruitment Policy Under the Equal Opportunities Act 2008 (lsquoEOArsquo) an employer cannot discriminate against an employeeprospective employee on the basis of the following
The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting recruiting employing appraising promoting or dismissing an employee
Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis the MIoD is committed to a policy of equal opportunities
Its HR Policies amp Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race religion or belief colour sex age national origin disability or sexual orientation The MIoDrsquos HR Policy and Guidelines can be found on the website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepageAll employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines
5 Environmental Performance51 MaterialsThe main consumable materials used by the MIoD are shown in this chart
52 Energy Consumption The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes This amounted to 94113 MJ for the reporting period Also the indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid This was 10386 kWh electric for the reporting year ndash ie 11217 GJ thermal MIoD is not a producer of direct or indirect energiesInitiatives to reduce indirect energy consumption need to be investigated in the coming year This could for example include more energy-efficient lighting technologies A key constraint for the implementation of energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner or manager
53 Water The MIoDrsquos consumption of water includes water delivered by the Central Water Authority water consumed from water fountains and bottled water for training workshops This was 26 m3year for the reporting period
54 Greenhouse Gas Emissions The total CO2 emissions of the MIoD has been estimated at 206 tonnes for the reporting period with direct and indirect emissions contributing 57 and 149 tonnes of CO2 respectively as follows bull IndirectemissionsofCO2 arose from the consumption of electricity and air travel This amounted to 107 tonnes and 42 tonnes of CO2 respectivelybull TotaldirectCO2 emissions related to land transport has been estimated at 57 tonnes of CO2 The estimation is based on the total distance travelled (km) during the reporting year an average fuel efficiency of 12 kmlitre of gasoline and the emission factor of motor gasoline
55 Waste All waste produced by MIoD and related to MIoD activities were sent to the landfill during the reporting period The main sources of waste were paper (350 kg or 035 tonnes) and plastic (37 kg or 0037 tonnes) By virtue of its activities MIoD does not deal with hazardous wastes of any kind
56 Mitigation of Environmental Impacts Following the Ecological Footprint Report undertaken in 2012 three areas were highlighted that needed attention
(i) food (mainly provided by third parties during delivery of MIoD trainings) (ii) consumables and(iii) waste management
In this respect the MIoD has undertaken in the financial year 2013-4 to bull workwithourkeythirdpartyfoodsupplierstoimprovethequality of the food offered during our training sessions especially taking into account the health problems in Mauritian society such as diabetes and to reduce our ecological footprint in this respect We have also engaged the advice of a nutritionistbull reducetheamountofplasticthatwepurchasebothinourownoffice but also through our third party suppliers In this respect we now have a water dispenser delivered to each training venue on the day of our training workshop to avoid the use of plastic bottles for our training sessions The next step is to work with our suppliers to encourage them to adopt this practicebull reducetheamountofpaperandinthisrespectwehaveagreedwith our Board Directors that effective August 2013 that we will no longer use paper but instead adopt appropriate laptop or tablet software for board papers During this year we will also undertake a complete review of our use of paper especially the printing of training manuals and see if we can fully or partially adopt alternative solutions to reduce our footprint The objective over time must be to become paperless We also intend to meet with the Registrar of Companies to lobby for the reduction in printing of Annual Reports and to allow shareholders to receive a soft copy and opt for a hard copy by exceptionbull ensurethatallouroldelectronicgoodssuchasprintersorcomputers are properly recycled using genuine recyclers andbull workwithourlandlordstointroducerecyclingbinsforallthetenants in our building Raffles Tower
57 Total Environmental Protection Expenditure and InvestmentTo date the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its first Integrated Report at a total cost of Rs 150000 The Ecological Footprint calculation is the benchmark for reducing our footprint in the future
6 Social61 Risks Related to Corruption An ethics risk assessment which also covered corruption risks was undertaken in 2011-2 The assessment covered all the activities of the MIoD Thereafter the MIoD Code of Conduct was reviewed and revised to address ethical conduct within the Company and by its members A Whistleblowing Policy has also been implemented The Ethics Risk Assessment Report and the MIoD Whistleblowing Policy can be found on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
2 2
96
Central Water Authority
Water fountains
Bottled water
Total water withdrawal by source
Materials
Hec
tare
(Ha)
1200
1000
800
600
400
200
-
Clot
hes
Fabr
ics -
Cotto
n
Clot
hes
Fabr
ics - W
ool
Clot
hes
Fabr
ics -
Synt
hetic
Leat
her -
Bas
ed P
rodu
cts
Pape
r - B
ased
Pro
duct
s
Met
al -
Base
d Pr
oduc
ts
Plas
tic -
Base
d Pr
oduc
ts
Woo
d - B
ased
Pro
duct
s
Elec
trica
l Equ
ipm
ent
Glass
war
e Po
rcel
ain
Med
icina
l Pro
duct
s
Hygie
ne an
d Cl
eani
ng P
rodu
cts
Ciga
rette
s
Age
Caste
Colour
Creed
Ethnic origin
Impairment
Marital status
Place of origin
Political opinion
Race
Sex
Sexual orientation
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport18 19
Training and education continues to be one of the key activities of the MIoD Our partnership with high profile international trainers coupled with local trainers and local experts has enabled us to deliver high quality training workshops with a very high satisfaction rate The MIoD has been approved as a Training Institute by the Mauritius Qualifications Authority All the MIoD workshops are MQA approved and qualify for HRDC refunds as well as Continuing Professional Development (CPD) units
We continue to work closely with the IFC Global Corporate Governance Forum (GCGF) and the Ethics Institute of South Africa whose materials we mainly use for all our workshops
During last year we have invited several high profile overseas guest speakers and facilitators including Prof Mervyn King Dr Teodorina Lessidrenska Linda de Beer Chris Pierce Phil Armstrong Mike Saunders Bert van Walbeek Maggie Gorse Guillermo Miranda Prof Deon Rossouw Alison Dillon Kibirige and Dr Graeme Codrington
We ran a 5 day Ethics Officer Certification Programme in collaboration with the Ethics Institute of South Africa for the 3rd consecutive year and have now trained over 30 Ethics Officers in Mauritius
Also this year in collaboration with the GCGF we ran a Training of Trainers workshop facilitated by Chris Pierce thus increasing our trainers and facilitators pool to 11
The MIoD also relies heavily on local expertise in all its workshops and again thanks are due to all those local presenters who have provided their collaboration the past year especially the members of the National Committee on Corporate Governance
9 Corporate Services
We have continued to diversify our activities and the MIoD is increasingly being asked to help with Board and Board Committee Appraisals Corporate Governance Reporting Corporate Governance Assessments Ethics Risk Assessments Code of Conduct Development and Ethics Management Consulting Our Information and Guidance services are also regularly consulted
The revenue derived from these activities has been incuded this year under training and education but will be accounted separately next year
10 Events
The MIoD held 4 members events in the last year including a networking event held at the Blue Penny Museum in Port Louis and another at the Maritim Hotel Balaclava
The Annual Membersrsquo Meeting was held on 26 September 2012 with Philip Armstrong Head of the IFC Global Corporate Governance Forum as guest speaker talking on the topic ldquoSelecting a Board ndash An Art or a Sciencerdquo
The MIoD also celebrated its 5th anniversary this year at Angsana Balaclava Mauritius The guest of honour for the event was the President of the Republic of Mauritius His Excellency Mr Rajkeswur Purryag GCSK GOSK The event was attended by over 125 members and guests
Our thanks go to Phoenix Beverages for their sponsorship of all these membersrsquo events
11 Communications Visibility and Brand Development
The MIoD continues to build our brand recognition and increase our visibility with regular PR and media coverage We have received extended coverage throughout the year of our workshops our overseas and local facilitators who have been
interviewed in the press as well as interviews with the Chairman and the CEO Retainer spend media coverage was above target at 16 as was Advertising Value Equivalency at 125
Our members have received regular communications from us on our workshops and events as well as our quarterly on line newsletters and our membersrsquo survey
During this year the MIoD has also increased its visibility and communications on social media especially LinkedIN Facebook and Twitter
12 Advocacy and Publications
The MIoD is more and more being recognised as a key stakeholder in the corporate governance arena both locally and regionally
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network and is working with 12 Directors Organisations from various African countries (Kenya Malawi Morocco Mozambique Nigeria Senegal Tanzania Uganda Zambia Zimbabwe as well as Mauritius and South Africa) towards the official launch of the African Corporate Governance Network in Mauritius on 16 October 2013 2 meetings of the ACGN have been held so far the first in Johannesburg sponsored by Standard Bank and the second in Harare sponsored by ACCA and attended by the World Bank the IFC NEPAD Business Foundation and Ernst amp Young
Locally the Directors Forum launched in January 2012 acts as an Advisory Council and a Technical Committee to the MIoD and has issued its first publication entitled lsquoBest Practice Guidelines for Appointment of Directorsrsquo A copy of the guideline and the resource pack can be obtained from the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage The Directors Forum sponsored by Phoenix Beverages and PwC is now working on its second publication ldquoAn Ethics Guide for Boardsrdquo
The Members of the Directors Forum are
Kim Andersen
Deva Armoogum
Patricia Day-Hookoomsing
Anwar Kaidoo
Danielle Lagesse
Ambrish Maharahaje
Benoit Maingard
Gerard Manuel
Jane Valls
Franccediloise White
Bruneau Woomed
James Benoit
Hanlie Blaise
Heba Capdevila-Jangerkhan
Virginie Corneillet
Robert Coutet
Sanju Deenapanray
Pierre Dinan
George Dumbell
Bryan Gujjalu
Michael Ho Wan Kau
David Hotte
Thierry Leung
Sham Mathura
Kiran Meetarbhan
Tim Taylor
Aisha Timol
Sheila Ujoodha
MIoD Trainers
Local Presenters
Our training calendar continues to offer a variety of workshops and topics and demand for public and in-house workshops has increased this year
Our library has grown and is being increasingly used by members as is our book ordering service
Training contributes 46 of the total MIoD revenue
Pierre Dinan ndash Chairman
Clairette Ah Hen
Deva Armoogum
Sunil Benimadhu
Prabha Chinien
Aruna Collendavalloo
Jean Paul de Chazal
Girish Dabeesing
Michael Ho Wan Kau
Gerard Garrioch
Dr Raj Jugurnath
Georges Leung Shing
Cyril Mayer
Giandev Moteea
Megh Pillay
Krish Ponnusamy
Anita Ramgutty-Wong
Aisha Timol
Jane Valls
Richard Wooding
Number of completed projects
5Number of
on going projects
4
Number of events held
4
Retainer Spend Media coverage
16
Building a voice that is influential and
respected
1 new forum
Average attendance per event
100
Retainer Spend Advertising value
Equivalency
125
Number of publications issued
1
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport20 21
The recommendations of the Directors Forum to the MIoD which were sent to the Minister of Finance for the 2012 Budget were on the followingbull urgencytorevisetheNationalCodeofCorporate Governancebull PublicSectorGovernancetoincludeDirectorsrsquoTrainingand Induction programmes and the Continuing Professional Development (CPD) of Directors and Senior Executivesbull sustainabilityndashrecommendationsforEbeneCybercitythe Environment and CSRbull annualreportstoenablesoftcopiesratherthanhard copies to be sent to shareholders andbull ITndashdecreaseininternetcostsandincreasein e-government
The MIoD collaborated again with PwC by sponsoring the Award for Risk Management Reporting as part of the PwC Corporate Reporting Awards The Award for 2012 was won by the Mauritius Commercial Bank Ltd
We have also in partnership with KMPG set up an Audit Committee Forum This Forum will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help Audit Committee members and their Boards enhance the effectiveness and integrity of the financial reporting process
The Forum will act as a technical resource or sounding board for current issues relevant to audit committees Information relating to governance risk management auditing accounting and financial reporting future changes and international developments will be researched discussed and debated by the Forum to prepare formal topical position papers and alerts
The first meeting took place on 23 July 2013 The members of the Forum are
For more information on the Forum please refer to our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD is working closely with the Ethics Institute of South Africa to conduct a baseline survey on the state of ethics in companies in Mauritius
Finally the MIoD is also collaborating with the ICAC and the JEC on a private sector anti-corruption initiative in Mauritius
13 Links and Networks
We have continued to work hard this year developing key strategic partnerships links and networks with local regional and international organisations
We have expanded our international network to include Brazil and Zimbabwe and have now established links with 7 Institutes of Directors around the world Our members can network and attend events held by these institutes at local membersrsquo rates The network will increase with the launch of the African Corporate Governance Network (ACGN) during our International Conference being organised in collaboration with the IoDSA in October 2013
During this year we have collaborated with organisations such as ACCA Bank of Mauritius the Competition Commission Ernst amp Young ESSEC the Financial Reporting Council IoDSA the Mauritius Bankers Association the National Committee on Corporate Governance the Office of Public Sector Governance and PwC and take this opportunity to thank them all for their valued support
We continue to work closely with the IFC Global Corporate Governance Forum and the Ethics Institute of South Africa our key training partners
To facilitate the sharing of information with key regulatory bodies we are presently in discussions with them to enter into Memorandum of Understandings
Georges Leung Shing (Chairman)
Alastair Bryce
John Chung
Jerome de Chasteauneuf
Jean Paul de Chazal
Pierre Dinan
Catherine Dvorak
Maurice Enouf
Jean-Michel Felix
Anil Gujadhur
Paul Halpin
Fabrice Koenig
Reneacute Lecleacutezio
Ali Mansoor
Sanjay Molaye
Madhvi Ramdin
Sheila Ujoodha
Jane Valls
14 People Processes Technology
We have this year taken on two new team members bringing the team to 6 including the CEO Rizwana Eathally joined us as Membership amp Marketing Officer in October 2012 and Tioumitra (Ambrish) Maharahaje joined us as Executive Secretary in March 2013 taking over as the MIoD Company Secretary as well as Executive Secretary of the Directors Forum and the Audit Committee Forum managing the Directorsrsquo Register and leading future research projects
Last year we upgraded our accounts system with Pastel and this has proved an invaluable investment This year we have undertaken to build a new interactive website and integrated CRM Both are nearly finalised and should be fully operational in September 2013
All our processes at the MIoD are continually evolving and being reviewed as we grow We have reviewed this year our Accounting Membership and Training Procedures as well as the management of our Members and Directorsrsquo Registers
15 Finances
Although our membership has increased substantially and continues to grow and our training programme and corporate services have expanded the MIOD continues to rely on the contributions of its Founders and Patrons These contributions enable membership of the MIoD attendance at its events and use of its services to be accessible to the maximum number of people by keeping our fees at an affordable level
Accumulated funds have been placed on fixed deposits with the Mauritius Post and Cooperative Bank this being renegotiated at regular intervals
The MIoD has again this year made a small surplus of Rs 353508 for the year which is above targeted results
16 The Coming YearThe MIoD has a new three year business plan and will continue to focus on membership growth particularly for Associate members but also membership from the public sector and from more seasoned directors During the coming year we will
be undertaking a branding exercise to evaluate our image and encouraging greater stakeholder engagement to ensure excellent customer service and responsiveness through an Annual Members Forum and Survey and by establishing MOUs with key regulators
Ensuring high quality training and education remains a key objective by continuing to provide an innovative and interesting training programme with our team of 11 local trainers and consultants as well as high level overseas facilitators In 20134 this will include a Thought Leadership Programme and we hope to work more closely with the public sector We will also introduce information and consulting services and set up a Research unit to undertake research into directorsrsquo remuneration business ethics and board practices in Mauritius
The Audit Committee Forum will also start to operate and build capacity and the Directors Forum will continue to establish itself as the voice of Directors
As part of our Corporate Social Responsibility we will continue to offer pro-bono Directors Searches and Corporate Governance and Skills training for registered NGOs
We will follow up on the improvement of our Ecological Footprint by focusing on the reduction of our use of paper plastic and improving the quality of the food served at our workshops
Our new website will be launched shortly along with our new Customer Relationship Management system and our presence on LinkedIn Twitter and Facebook will be reinforced
The highlight of the coming year will undoubtedly be the launch of the African Corporate Governance Network on 16 October and our International Conference being organised in collaboration with the IoDSA on 17 and 18 October on the theme ldquoAfrica Rising Governance for Sustainability the Road Map for Value Creationrdquo with a big line up of distinguished speakers led by Baroness Lynda Chalker
Signed on behalf of the Board
Links with other IoDs
7Member
organisations in the ACGN
12
Total number of employees
6
Surplus 2012-3
Rs 352508
Accumulated Fund
Rs 4775300
New website and CRM system to be
launched
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
Date 21 August 2013
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
2nd Meeting of the ACGN Harare June 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport22 23
CORPORATE GOVERNANCE REPORT
1Compliance StatementIn accordance with its mission statement the Mauritius Institute of Directors (lsquoMIoDrsquo or the lsquoCompanyrsquo) is committed to applying the principles of good corporate governance in its operations Rather than adopting a lsquotick the boxrsquo approach to complying with the Code the MIoD has embedded the principles of the Code in its day to day operations
During the year the MIoD has complied with all material aspects of the principles of the Code Given that it has only six employees the Board considers that it functions effectively with only one Executive Director namely the CEO
2Corporate Details and Holding StructureIncorporated in Mauritius as a public company limited by guarantee on 11 February 2008 the MIoD is a non-profit organization engaged in the promotion of good corporate governance in Mauritius and training and development
The rights powers duties and obligations of the Company the Board each director and the members of the Company are governed by the Constitution of the Company and the Companies Act 2001
The constitution of the MIoD provides that inter alia21 every member irrespective of his class of membership including a person who has been a member at any time within 12 months from the effective date of the winding up of the Institute shall in the event of the Company having a deficit in disposable assets over its liabilities contribute a maximum of one hundred (100) Mauritian Rupees to the assets of the Company in the event of it being wound up22 the monies collected shall be applied for the payment of the debts and liabilities of the Company and the payment of the costs charges and expenses associated with the winding up the Company and23 the Directors are prohibited from making any form of distribution including distributing dividends returns of capital income or profits of the Company to the Members However the Company shall use any surplus funds in any year to pursue the goals set out in Article 5 of this Constitution
The full version of the constitution is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
3 The BoardFrom 1 June 2012 to 7 February 2013 the Board of the MIoD was comprised of 12 directors (6 male and 6 female) of whom 11 were independent directors and one was classified as an Executive Director namely the Chief Executive Officer (CEO)
A vacancy arose on the Board on 7 February 2013 when Mrs Aruna Collendavelloo stepped down as director of the Company As there was no urgent need to appoint a replacement and on the recommendation of the Nominations and Membership Committee it was resolved that such vacancy would be filled at the Annual Meeting of Members (AMM) scheduled on 25 September 2013
The profiles of the directors are set out on pages 7 to 9 of the report
Mr Deva Armoogum was appointed as Chairman of the Board by his fellow directors following the AMM held on 26 September 2012
For the year under review the Board considered its composition as adequately balanced and that the directors had the appropriate range of skills expertise and experience required to carry out their duties properly in order to serve the interests of all the stakeholders and provide effective corporate governance
The Constitution of the Company provides that with the exception of the Chief Executive Officer every other director shall be eligible for reappointment for a maximum of five consecutive years
In line with the Code all directors who meet the eligibility criteria stand for re-election at the AMM on the recommendation of the Nominations and Membership Committee
Messrs Deva Armoogum Georges Leung Shing and Mrs Danielle Lagesse having reached their term of office will not stand for re-election at the next AMM Mr Vaughan Heberden has also indicated that he will be stepping down at the next AMM The Nominations and Membership Committee has thus reviewed the skills competencies and experience required to enable the Board to function efficiently as well as the profile of the directors eligible for re-election Their contribution to board and committee meetings were also considered
Pursuant to such review the Nominations and Membership Committee has recommended that the following directors be considered for re-election at the Annual Meeting
1 James Benoit2 Ravin Lama3 Heba Jangeerkhan4 Patricia Day-Hookoomsing5 Catherine Dvorak6 Richard Wooding
As regards the five remaining vacancies on the Board the Committee has recommended that candidates with a background in the legal and accounting fields as well as in corporate governance matters be considered for election as director of the Company
A notice inviting members to apply for consideration as director of the Company was issued on 21 May 2013
On appointment to the Board new directors receive a comprehensive induction pack from the Company Secretary and the CEO and have informal meetings with the Chairman fellow Board members Nominations and Membership Committee the CEO and the employees of the MIoD The functions and responsibilities of the Chairman and CEO are separate
The Chairman and the CEO in collaboration with the Company Secretary agreed on the Board meeting calendar for the year and the Board meeting agendas in advance to ensure adequate coverage of key issues throughout the year Board packs are usually sent to the directors five days in advance
All directors have access to the Company Secretary and CEO to discuss issues or to obtain information on specific areas or items to be considered at Board meetings or any other area they consider appropriate Directors attend Board meetings unless exceptional circumstances prevent them from so doing
Furthermore the directors have the right to request independent professional advice at the expense of the Company The Board also invites third parties with relevant experience and expertise to attend board meetings as and when required
Besides Board meetings decisions are also taken through written Board resolutions as and when required
The attendance of directors at board and committee meetings is set out in the table on page 26
The profiles of the senior management team are set out at page 9 of the report
4 Board CommitteesThe Board of the MIoD has set up the following committees to assist in the execution of its responsibilitiesbull AuditandRiskCommitteebull CorporateGovernanceCommitteebull EducationCommitteebull NominationsandMembershipCommitteeThe chartersterms of reference of the committees are available for consultation on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
ldquoYour directors met seven times during
the year under review In addition two
offsite meetings were held to discuss the
strategic plan of the MIoD The Board also
received regular reports from the CEO
on the activities of the Company Board
deliberations were characterised by open
and frank discussions and provided a
forum for challenging and constructive
debates The Board also received reports
from the chairmen of the various
subcommitteesrdquo ndash Deva Armoogum
(Chairman - Board)
41 Audit and Risk Committee (ARC)The ARC is composed of three directors namely Georges Leung Shing (Chairman) Catherine Dvorak and Richard Wooding The Company Secretary acts as secretary of the committee The CEO is also in attendance at the meetings of the ARC as well as the Accountant and the External Auditor when required
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport24 25
ldquoThe Committee met three times during
the financial year 2012-3 Besides
reviewing the companyrsquos accounting
policy and procedures management
accounts the financial statements and
the Annual Report 2012 the Committee
reviewed its own terms of reference The
MIoD thus now requires its lead audit
partner to be rotated every five years
The risk register of the MIoD was also
updated and two new risks ndash debtorsrsquo
collection and credit risks- were added
to the register To give assurance to the
Board and the members that the internal
controls systems of the Company are well
maintained and as best practice we have
decided to commission an audit of the
accounting policies and procedures This
exercise will be conducted in the financial
year 2013-4rdquo Georges Leung Shing ndash
Chairman ARC
ldquoThe Corporate Governance Committee
was active during the last financial year
in its mission to improve the governance
of the MIoD We met thrice during the
year and considered several policies
regarding matters such as human
resources business continuity planning
whistleblowing media interaction
as well as data protection During
the year Ecological Living in Action
was commissioned to undertake the
evaluation of the Institutersquos Ecological
Footprint and the Committee approved
the final report and recommendations
Besides reviewing the non-financial
part of the Annual Report we also
worked on the framework for the first
integrated report issued this year The
Committee also recommended as part
of its corporate social responsibility
programme that the MIoD shall offer pro-
bono training on corporate governance
to registered non-governmental
organisations as well as using its Directors
Register to conduct pro bono searches for
such organisationsrdquo Vaughan Heberden ndash
Chairman GGC
The ARCrsquos main responsibilities are to assist the Board of directors in fulfilling its oversight responsibilities forbull theintegrityoftheCompanyrsquosfinancialstatementsbull theCompanyrsquoscompliancewithlegalandregulatory requirementsbull theindependentauditorrsquosqualificationsindependence and performance bull theeffectivenessoftheCompanyrsquosinternalcontrolsbull thereviewofanyaccountingorauditingconcerns identifiedbull monitoringofdebtorsandbull thereviewoftheriskphilosophystrategyandpolicyand assessment of the quality of the risk management process
53 Education Committee (EC)The EC is composed of six directors namely James Benoit (Chairman) Ravin Lama Danielle Lagesse Patricia Day-Hookoomsing Richard Wooding and Jane Valls The Company Secretary acts as secretary of the committee
The Committee is responsible for all matters regarding training and education activities of the MIoD aimed at the promotion and achievement of its objectives
54 Nominations and Membership Committee (NMC)The NMC is composed of four directors namely Deva Armoogum (Chairman) Georges Leung Shing Heba Capdevila-Jangeerkhan Aruna Collendavelloo (up to 7 February 2013) and James Benoit (as from 10 April 2013) The CEO is in attendance at the meetings and the Company Secretary acts as secretary of the committeeThe Committee is responsible for all matters concerning membership of the MIoD as outlined in its Constitution and for recommending to the Board candidates to be appointed as directors to the Board as well as all employeesrsquo remuneration
The Committee has a separate set of clear and transparent published procedures and distinct terms of reference for the nomination of directors and for the admission of new members
ldquo2012-3 was an eventful year for the EC
Four meetings were held during the year
Besides the 12 training courses of the
Director Development Programme which
are proposed annually some 24 training
workshops were planned by the MIoD on
several new topics such as Social Media
Skills Running an AGM Marketing for
the Asian Market Marketing Strategy
Effective Company Secretaries Duties
and Rights of Minority Shareholders and
Unfair Competition and Anti-Competitive
Behaviours We helped to build capacity
in the corporate governance field by
sponsoring a lsquotrain the trainersrsquo session
on corporate governance bringing
the number of IFC certified trainers in
corporate governance to 11
Our courses continue to be well attended
with an average of 29 participants per
workshop and we are pleased to report
that the satisfaction rating has remained
above average at 95 The Committee has
worked on the development of a lsquoThought
Leadership Programmersquo in collaboration
with TommorrowToday which will be
launched shortly The Committee has also
contributed to the planning of the second
international conference entitled lsquoAfrica
Rising Governance for Sustainability
The Road Map for Value Creationrsquo which
will take place in Mauritius on the 17-18
October 2013 and has received regular
progress reports from the CEOrdquo James
Benoit ndash Chairman EC
42 Corporate Governance Committee (CGC)The CGC is composed of four directors namely Vaughan Heberden (Chairman) Danielle Lagesse Aurna Collendavelloo (up to 7 February 2013) Catherine Dvorak (as from 10 April 2013) and Jane Valls The Company Secretary acts as secretary of the committeeThe CGC makes recommendations to the Board on all Corporate Governance provisions to be adopted to enhance compliance with prevailing governance principles and practices
5th Anniversary members networking evening
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport26 27
ldquoDuring the year the Nominations and Membership Committee met twice and approved
194 new members Building on the qualitative research conducted by TNS Analysis on
the Associate memberrsquos category we identified new strategies to attract more associate
members which will be implemented in 2013 With regards to nominations as three
directorswillreachtheirtermofofficeatthe2013AnnualMeetingofMembers(AMM)and
following a vacancy which arose on the board during the course of the year as well as one
director who will be stepping down at the AMM the Committee reviewed the composition
of the Board to identify the profiles of prospective directors The nomination notice was
issued on 21 May 2013 to invite members to send their candidature for election at the AMM
scheduled on 25 September 2013rdquo Deva Armoogum ndash Chairman NMC
Attendance at meetings
ARMOOGUM Devapragassen
BENOIT James
CAPDEVILA-JANGEERKHAN Heba1
COLLENDAVELLOO Aruna2
DAY-HOOKOOMSING Patricia1
DINAN Pierre3
DVORAK Catherine
HEBERDEN Vaughan
LAGESSE Danielle
LAMA Ravin
LEUNG SHING Georges
SUDHOO Arjoon3
THOMAS Appalsamy3
VALLS Jane Elizabeth Orde
WOODING Richard
Board
77
57
55
33
45
12
57
57
67
47
77
02
22
77
47
ARC
na
11
na
na
na
na
33
na
na
na
23
11
na
33
02
EC
11
13
na
na
23
na
na
01
44
34
na
na
na
44
14
NMC
22
11
11
na
na
na
na
na
na
na
22
na
11
22
na
CGC
na
na
na
11
na
na
na
22
33
na
na
01
na
33
11
in attendance1 Appointed at AMM held on 26 September 20122 Appointed at AMM held on 26 September 2012 and resigned on 7 February 20133 Resigned at AMM held on 26 September 2012
5Board Performance and Evaluation An evaluation of the Boardrsquos performance is undertaken every year and reviewed with the objective of improving its performance procedures practices and administration and those of its Committees as well as the overall achievement of the Companyrsquos Vision Mission Values and Objectives The last Board Evaluation Report in August 2012 identified the following key area for improvement the need for the Board to become more strategic and less operational As a result 2 half day Board strategy off-sites were held in November 2012 and the Board agenda now focuses on key strategic and important issues first
6 Conflicts of InterestThe Boardrsquos policy on conflicts of interest with which all employees and directors are expected to comply is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
7 Statement of Remuneration PhilosophyThe NMC is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position and at levels which take into account industry and market benchmarks
The Non-Executive Directors are not remunerated for serving on the Board
The total remuneration of the CEO for the year was
Name Remuneration VALLS Jane Elizabeth Orde Rs 3629715
8 Annual Meeting of MembersAs at 30 June 2013 the MIoD had 850 membersThe MIoD communicates to its members through its Annual Report publications newsletters website emails and Annual Members Meeting The key members events held during the year were
10 Internal Control and Risk Management(a) Risk ManagementThe Board is responsible for the process of risk management which incorporates internal control and audit and has delegated its overall responsibility to the ARC The ARC assists the Board in fulfilling its responsibilities by monitoring decisions and processes designed to ensure the integrity of financial reporting and sound systems of internal control and risk management Management is accountable to the Board to establish processes and procedures for identifying evaluating and managing any significant risks faced by the Company
A full risk analysis has been undertaken and a register of key risks has been established and presented to the ARC for the appropriate mitigation actions and decisions to be taken
The key risks identified and which require monitoring are as followsbull reputationbull lossofFoundersandPatronsfundingespeciallyafterthe initial 5 year periodbull technologyfailureanddatalossbull naturaldisastersandbull creditriskattributabletotradereceivables
These risks are being addressed in the following waysbull anethicsriskassessmentwascompletedinAugust2012bull theMIoDCodeofConducthasbeenreviewedbull aWhistleblowingPolicyhasbeenimplementedbull theMIoDhasputinplaceanew3yearbusinessplanto ensure its sustainabilitybull aDisasterRecoveryandBusinessContinuityPlanhasbeen put in place and now needs to be testedbull improveddebtormanagementandregularfollowupbull currentrelianceonfundingbyFoundersandPatronshas been reviewed and a sector analysis undertaken to ensure limited vulnerability to a financial downturn in any one sectorbull 5newPatronshavebeensecuredbull theoriginalFoundersandPatronscontinuedsupporthas been sought and secured andbull ITsecurityhasalsobeenreviewedandimproved
(b) Internal ControlCays Associates was appointed in May 2010 to look after the MIoDrsquos accounts Segregation of duties is ensured for approval of all purchases payments of bills and signing of cheques Cash transactions are limited and receipts are immediately issued A new Pastel software accounting system has been introduced to further improve the management of accounts and debtors
(c) External AuditMoore Stephens was re-appointed as external auditor for the year 2012-3 No non-audit services were rendered by the external auditor
1 Members Networking Evening at the Blue Penny Museum2 Annual Meeting of Members at La Grande Cannelle Domaine les Pailles3 Members Networking Evening at the Maritim Hotel Balaclava4 5th Anniversary event at Angsana Balaclava
31 August 2012
26 September 2012
30 November 2012
17 May 2013
9 Share PriceThe Company is not listed on any stock exchange and share price information is therefore not applicable
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport28 29
11 Corporate Social Responsibility (CSR)The Company is a non-profit organization and is therefore not accountable for CSR contributions The MIoD has however decided this year to implement a corporate social responsibility programme which consists of the offer of pro-bono training on corporate governance to registered non-governmental organisations as well as using its Directorsrsquo Register to conduct pro-bono searches for such organisations
12 EthicsThe Companyrsquos Code of Conduct was reviewed and updated on 15 July 2012 The members of the Company are expected at all times to act in such a way as not to bring themselves or the MIoD into disrepute They are also expected to comply with the Code of Conduct of the MIoD which provides guidance on behaviour to be adopted by the members
The MIoD has this year implemented a Whistleblowing Policy
The Code of Conduct and the Whistleblowing Policy are available on the website of the MIoD
Two of the MIoD team have undertaken Ethics Officer training this year bringing the total number who have undergone this training to three
13 EnvironmentTo support the MIoD in its endeavour to promote corporate sustainability in Mauritius an exercise was undertaken to calculate the MIoDrsquos Ecological Footprint (EF)
Please refer to the sustainability report on pages 29 to 36 for more information on this matter
14 Health and SafetyThe Company complies with health and safety legislations No incidents have been reported during the year
15 Social IssuesThe Company is an equal opportunities employer and considers the welfare and development of its employees to be very important
Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD workshops and events as well as external training for their professional development Team building exercises are held regularly to reinforce team values and teamwork
Please consult our website to know more about our HR policies and practices wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
16 Related Party TransactionsThe MIoD has procured training services from Consultancy Company Limited amongst other service providers since 2011 With the nomination of Mrs Patricia Day-Hookoomsing as a Director of the MIoD in September 2012 such services are now recorded as a related party transaction and disclosed in the Financial Statements in note 13
17 Management AgreementsNo management agreement has been entered into by the Company
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
21 August 2013
1 Report Content and Reporting ParametersThis report marks two significant milestones for the MIoD It is the MIoDrsquos first Integrated Report and it also marks the first time that the GRI framework has been adopted for sustainability reporting by the MIoD These milestones are timely and are squarely aligned with MIoDrsquos position in the market to promote corporate sustainability and to lead by exampleThe integrated report has adopted the G31 guidelines of the Global Reporting Initiative and it reflects MIoDrsquos commitment to provide a transparent and fair review of its strategy performance and activities in 2012-3 to its stakeholders The triple bottom line reporting has endeavoured to provide an open and honest summary of the social economic and environmental impacts stemming from our activities and commitments practices objectives and performance results regarding the management of our impacts The report contains a combination of quantitative and qualitative impactsMIoD has also adopted a learning-by-doing approach to internalise integrated sustainability reporting as a strategic management tool To reflect this approach we have realised this report in the GRI Level C application with the view that MIoD will graduate progressively to higher level reporting over time It is understood that the learning-by-doing approach implies that the processes tools and methodologies applied to identify prioritise and validate report content and reporting parameters will evolve over time Nevertheless the processes tools and methodologies are systemic and have been applied systematically to allow year-on-year comparisons of MIoDrsquos performance This is even more so because MIoD is a relatively young organisation that holds a unique position vis-agrave-vis its stakeholdersWe have used GRI Reporting Standard principles in determining the scope of the report content structure and quality and data calculation and disclosure techniques The content of this report discloses MIoDrsquos performance for the period starting July 1 2012 and ending June 30 2013
2 Report Scope amp BoundaryThe activities of MIoD cover the geographical area of the Republic of Mauritius and most of these activities take place in the island of Mauritius The report boundary is therefore the activities of MIoD in Mauritius In addition to GRIrsquos Sustainability Reporting Guidelines (GRI 31) the report also follows the International Financial Reporting Standards (IFRS) for financial reporting and the Code of Corporate Governance of Mauritius 2004 Boundaries for non-financial data collection are consistent with our financial reporting thus aligning financial environmental and social reporting Since stakeholder inclusiveness is a cross-cutting issue in determining the content and scope of reporting we have attempted to take into consideration the expectations of our stakeholders as well as to quantify or qualify the impacts of our activities on their well-being including present and future considerations and to take remedial actions Our stakeholder engagement processes are discussed below
3 Determining Report ContentGuided by the G31 reporting guidelines and principles and technical protocol the following criteria have been observed in preparing this reportStakeholder inclusivenessStakeholder identification and engagement have been carried out using a combination of three methods namely (1) market knowledge by virtue of being the main organization mandated to foster the development of corporate governance at the level of Boards and upper management in Mauritius (2) value-chain analysis to establish the entire supply chain of MIoDrsquos services including the enabling environment and business providers and (3) on-going surveys with existing and potential members
The stakeholders of the MIoD are set out below
MIoD appreciates the benefits derived from stakeholder engagement and endeavours to maintain close proximity with key stakeholders We carry out membership surveys ethics risk assessments and on-going evaluations of our training programmes to identify and address issues that are relevant to our stakeholders and also to engage our stakeholders in assessing MIoDrsquos performance risks and opportunities For instance the following examples are pertinent
bull MIoDcarriedout43publictrainingworkshopsinvolving1262 participants during the reporting period and each one was accompanied by a written evaluation The response rate across all the courses was close to 90 with a 95 customer satisfaction rate Please refer to page 17 of the Report)bull InJuly2011anEthicsRiskAssessmenthasenabledkeystakeholders to share their views and to highlight the key ethics risks for the MIoD The stakeholders included members MIoD directors suppliers employees media MIoD founders and patrons and MIoD partners The assessment combined questionnaire surveys interviews and focus group discussions and covered the following areas organisational culture financial operational governance conduct and behaviour of individuals relating to or
SUSTAINABILITY REPORT
FOUNDERS AND
PATRONS
DIRECTORS
FORUM amp
AUDIT
COMMITTEE
FORUM
KINDRED
ORGANISATIONS
amp PARTNERS
MEMBERS
THE
BOARD
MANAGEMENT
amp EMPLOYEES
CORPORATE
SECTOR ndash
PRIVATE AND
PUBLIC
POLICY
MAKERS AND
REGULATORS
SUPPLIERS
THE
COMMUNITY
THE
ENVIRONMENT
THE MEDIA
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport30 31
working with MIoD (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull InJuly2012MIoDalsocarriedoutaqualitativesurveyofthemotivations and needs of its Associate Members (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull PeriodiconlineandtelephonicmembersrsquosurveysThelastsurvey was completed in June 2012 and the latest one was completed by the end of June 2013 (a copy of the questionnaire can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull TheMIoDDirectorsForumcomposedofdirectorsfromtheprivate and the public sector acts as an advisory and technical committee to the MIoD and draws on the experience and knowledge of its members to represent the collective view of directors across a broad spectrum of organisations (a list of members of the Directors Forum can be found on page 19 of the Reportbull TheviewsofFoundersandPatronsoftheMIoDwhorepresent a cross section of public and private sector companies in Mauritius are sought in annual individual meetings while regular meetings with partner and kindred organisations provide feedback from these stakeholders andbull ByincorporatingtheimpactsofsuppliersontheEcologicalFootprint of MIoD (please see more in the section on Materiality below) thereby serving as a basis for involving suppliers in the value chain to take remedial actions in partnership with MIoD
Sustainability ContextAs a leading organization promoting corporate sustainability we consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic social and environmental fronts This is important on two counts namely (1) the increasing awareness in the Mauritian public and private sector for mainstreaming the three pillars of sustainable development and (2) the recognition that corporate sustainability can be a significant comparative advantage and differentiation strategy It is worth mentioning here that MIoDrsquos Integrated Report is squarely aligned with the newly adopted Maurice Ile Durable (MID) Policy Strategy and Action Plan of Mauritius especially concerning lsquoenhancing the corporate environment social responsibility and accountabilityrsquo (wwwmidmu ndash accessed 12 July 2013) The sectorial MID Strategy for employmenteconomy specifically refers to the use of GRI as a benchmark for developing a Sustainability Index for publicly listed companies
CompletenessWe have ensured that all the material topics and indicators covered in this report reflect completely the significant economic environmental and social impacts of our activities and enable our stakeholders to assess our performance in 2012-3 effectively
BalanceWe have attempted to present an unbiased picture of our performance by avoiding selections omissions or presentation formats that are reasonably likely to unduly or inappropriately influence the readerrsquos decision or judgment The report provides both favourable and unfavourable results as well as results that can influence the decisions of stakeholders in proportion to their materiality This is a commitment to MIoDrsquos transparency
ComparabilitySince this is the first integrated sustainability report results present the baseline data and information against which comparative performance analysis will be carried out in the future
AccuracyThe different data in this report have been presented both on a qualitative and quantitative basis In any case we have ensured openness in measurements and qualitative analyses while bearing in mind that data would need to be verifiable While the non-financial components of the present report have not been subject to an independent third party audit the processes methodologies and tools for generating and analysing quantitative and qualitative data were adopted because they lend themselves to such audits Where applicable such as in the case of Ecological Footprint analysis discussed below error analysis is provided to deal with uncertainties in measurements
TimelinessThis report will be issued for the purpose of the Annual Meeting of Members on 25 September 2013 It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting This open review process forms an integral part of the learning-by-doing approach
ClarityThis report has been presented in a manner that is understandable accessible and usable by our stakeholders As far as practicable graphics and data tables have been used to present information
ReliabilityInformation and processes used in the preparation of this report have been consistently gathered recorded compiled analysed and disclosed in a way that has been subject to constant examination by a competent internal team together with the help of an external consultancy firm with experience in integrated sustainability reporting using the GRI G31 Reporting Guidelines and Principles
MaterialityAccording to the GRI G31 Guidelines materiality has to be determined by considering the economic environmental and social impacts that cross a threshold in affecting the ability to
meet the needs of the present without compromising the needs of future generations Since the identification of thresholds is not trivial especially when considering long-term impacts or impacts where root causes and their effects are delocalised geographically and across different time horizons the methodology applied by MIoD to gauge materiality is evolving as it strives to better integrate sustainability across its entire spectrum of operations and services The underlying approach is to identify and prioritise those impacts that have a propensity to create preserve or erode economic environmental and social value for itself and its stakeholders In order to be methodological and systematic a combination of approaches has been used to determine materiality and the contents of this reportbull ThelegalrequirementsoftheRepublicofMauritiusInmanyinstances the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts and these thresholds are usually identified because of their materialitybull Adoptionofathoroughriskmanagementprocessthatallowsus to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative The risk management process also makes visible opportunities to better serve our stakeholdersbull Bykeepingacloseproximitywithourstakeholdersasexplained above under lsquoStakeholder Inclusivenessrsquobull IdentificationofinternalissuesthroughmeetingswithMIoDteam members as well as subscribing to continuous learning to better adhere to our policies values strategies targets and risk management processes andbull CarryingoutanEcologicalFootprintanalysisofouroperationsthat cover the impacts of the following (1) food (mainly provided by third parties during delivery of MIoD training) (2) consumables (3) utilities buildings and transport and (4) waste The first Ecological Footprint analysis was carried out for the calendar year 2012 (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage) and its results and recommendations were approved by the MIoDrsquos Board of Directors on 5 December 2012 The time period for the Ecological Footprint analysis has been revised to match the reporting period July 2012-June 2013 and the Footprint updated The analysis has been used to quantify impacts identify impacts of most significance and provide a basis for taking remedial actions across the value chain as discussed in this report Ecological Footprint analysis has been adopted as one way to deal with the difficulties in establishing thresholds for sustainability impacts The Ecological Footprint analysis also captures the ecological impacts of services delivered (except for electricity and primary energy consumption) by third party venues during MIoD training
MIoDrsquos materiality framework is evolving We are confident that the results presented here are sufficiently robust to instil confidence in the quality of the report The integrated Sustainability Report should be read in conjunction with our online resources
Validation is currently essentially an internally orientated process with authorisation by the CEO and Executive Secretary and ultimate approval of the Integrated Report by the Board of Directors
Performance indicators have been chosen for reporting purposes based on three main factors1 Results of the Ecological Footprint Analysis2 Our ability or maturity to respond and3 The opportunity for MIoD to grow and gain advantage from the impacts
The calculation of Performance Indicators has followed the GRI Indicator Protocols GHG emissions arising from the use of electricity has been calculated from the Grid Emission Factor of Mauritius using the methodological tool 07 ndash ie ldquoTool to calculate the emission factor for an electricity system (Version 0300) - proposed by the Clean Development Mechanism for calculating the operating margin (httpcdmunfcccintmethodologiesPAmethodologiestoolsam-tool-07-v300pdf )rdquo GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator (httpwww2icaointencarbonoffsetPagesdefaultaspx)
Re-statements of information are not applicable to MIoDrsquos first Integrated Report
4 Market Position41 Range of Ratios of Standard Entry Level Wage by Gender The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees Entry salaries are based on industry and market benchmarks the entrantrsquos educational level and relevant experience The Board Nominations Committee is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position
The MIoD employs 5 staff excluding the CEO ndash 3 female and 2 male The lowest male basic salary is Rs 28618 and the lowest female basic monthly salary is Rs 14478 There is no official minimum wage in Mauritius in our sector However as per the Ministry of Labour and the National Remuneration Order for Travel Agents and Tour Operators Workers a similar service sector the minimum wages prescribed for comparable jobs are as follows
bull SeniorAccountsClerkRs10306bull AdministrativeClerkRs8717
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport32 33
Based on this methodology the ratio of entry level wage by gender compared to local minimum wage for comparable jobs is 126 for male staff and 117 for female staff The apparent difference between the two ratios does not imply gender bias at MIoD since for any specific position a male or female employee would receive the same remuneration all else being equal
The MIoD is focused on continually developing a workforce that is dedicated motivated and well trained in order to assure the Institutersquos future development and growth as well as providing long term employment for individual employees
To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions A competitive total compensation package includes an effective salary and a benefits plan which aims tobull payafairbasicsalaryforthejobbybenchmarkingagainst similar jobs and similar organisations in Mauritius and taking into consideration internal equity specific job requirements and the skills knowledge and abilities of the employeebull providebasicbenefitsandbull recogniseindividualcontributionthroughtheperformance bonus system
The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation which is normally paid in December and is calculated proportionately to the time of service during the year All employees receive a pay slip and salaries are paid on 26th of each month by standing order
42 Suppliers The MIoD has adopted a lsquoProcurement Policyrsquo to ensure that all procurement activities carried out by the MIoDbull provide best possible valuebull are conducted in a fair objective and transparent mannerbull are compliant with all relevant legislation and any other related policiesbull use best practice in the application of ethical standards andbull are consistent with the MIoDrsquos Vision Mission and Values
The choice of suppliers is influenced by the above mentioned objectives Although environmental benefits are considered as part of the procurement process with due consideration given to all relevant aspects of whole life-cycle costs of products the MIoD does not have a specific policy of preferring locally based suppliers
For some events and where a local capacity gap exists the MIoD has recourse to overseas facilitators to bring best practice to Mauritius
The MIoD intends to assess the geographical spread of its
procurement practices and report on the percentage of procurement budget which is spent on local suppliers in its next financial year At the same time the need to amend the procurement policy to promote local suppliers will also be considered
43 Recruitment Policy Under the Equal Opportunities Act 2008 (lsquoEOArsquo) an employer cannot discriminate against an employeeprospective employee on the basis of the following
The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting recruiting employing appraising promoting or dismissing an employee
Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis the MIoD is committed to a policy of equal opportunities
Its HR Policies amp Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race religion or belief colour sex age national origin disability or sexual orientation The MIoDrsquos HR Policy and Guidelines can be found on the website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepageAll employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines
5 Environmental Performance51 MaterialsThe main consumable materials used by the MIoD are shown in this chart
52 Energy Consumption The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes This amounted to 94113 MJ for the reporting period Also the indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid This was 10386 kWh electric for the reporting year ndash ie 11217 GJ thermal MIoD is not a producer of direct or indirect energiesInitiatives to reduce indirect energy consumption need to be investigated in the coming year This could for example include more energy-efficient lighting technologies A key constraint for the implementation of energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner or manager
53 Water The MIoDrsquos consumption of water includes water delivered by the Central Water Authority water consumed from water fountains and bottled water for training workshops This was 26 m3year for the reporting period
54 Greenhouse Gas Emissions The total CO2 emissions of the MIoD has been estimated at 206 tonnes for the reporting period with direct and indirect emissions contributing 57 and 149 tonnes of CO2 respectively as follows bull IndirectemissionsofCO2 arose from the consumption of electricity and air travel This amounted to 107 tonnes and 42 tonnes of CO2 respectivelybull TotaldirectCO2 emissions related to land transport has been estimated at 57 tonnes of CO2 The estimation is based on the total distance travelled (km) during the reporting year an average fuel efficiency of 12 kmlitre of gasoline and the emission factor of motor gasoline
55 Waste All waste produced by MIoD and related to MIoD activities were sent to the landfill during the reporting period The main sources of waste were paper (350 kg or 035 tonnes) and plastic (37 kg or 0037 tonnes) By virtue of its activities MIoD does not deal with hazardous wastes of any kind
56 Mitigation of Environmental Impacts Following the Ecological Footprint Report undertaken in 2012 three areas were highlighted that needed attention
(i) food (mainly provided by third parties during delivery of MIoD trainings) (ii) consumables and(iii) waste management
In this respect the MIoD has undertaken in the financial year 2013-4 to bull workwithourkeythirdpartyfoodsupplierstoimprovethequality of the food offered during our training sessions especially taking into account the health problems in Mauritian society such as diabetes and to reduce our ecological footprint in this respect We have also engaged the advice of a nutritionistbull reducetheamountofplasticthatwepurchasebothinourownoffice but also through our third party suppliers In this respect we now have a water dispenser delivered to each training venue on the day of our training workshop to avoid the use of plastic bottles for our training sessions The next step is to work with our suppliers to encourage them to adopt this practicebull reducetheamountofpaperandinthisrespectwehaveagreedwith our Board Directors that effective August 2013 that we will no longer use paper but instead adopt appropriate laptop or tablet software for board papers During this year we will also undertake a complete review of our use of paper especially the printing of training manuals and see if we can fully or partially adopt alternative solutions to reduce our footprint The objective over time must be to become paperless We also intend to meet with the Registrar of Companies to lobby for the reduction in printing of Annual Reports and to allow shareholders to receive a soft copy and opt for a hard copy by exceptionbull ensurethatallouroldelectronicgoodssuchasprintersorcomputers are properly recycled using genuine recyclers andbull workwithourlandlordstointroducerecyclingbinsforallthetenants in our building Raffles Tower
57 Total Environmental Protection Expenditure and InvestmentTo date the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its first Integrated Report at a total cost of Rs 150000 The Ecological Footprint calculation is the benchmark for reducing our footprint in the future
6 Social61 Risks Related to Corruption An ethics risk assessment which also covered corruption risks was undertaken in 2011-2 The assessment covered all the activities of the MIoD Thereafter the MIoD Code of Conduct was reviewed and revised to address ethical conduct within the Company and by its members A Whistleblowing Policy has also been implemented The Ethics Risk Assessment Report and the MIoD Whistleblowing Policy can be found on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
2 2
96
Central Water Authority
Water fountains
Bottled water
Total water withdrawal by source
Materials
Hec
tare
(Ha)
1200
1000
800
600
400
200
-
Clot
hes
Fabr
ics -
Cotto
n
Clot
hes
Fabr
ics - W
ool
Clot
hes
Fabr
ics -
Synt
hetic
Leat
her -
Bas
ed P
rodu
cts
Pape
r - B
ased
Pro
duct
s
Met
al -
Base
d Pr
oduc
ts
Plas
tic -
Base
d Pr
oduc
ts
Woo
d - B
ased
Pro
duct
s
Elec
trica
l Equ
ipm
ent
Glass
war
e Po
rcel
ain
Med
icina
l Pro
duct
s
Hygie
ne an
d Cl
eani
ng P
rodu
cts
Ciga
rette
s
Age
Caste
Colour
Creed
Ethnic origin
Impairment
Marital status
Place of origin
Political opinion
Race
Sex
Sexual orientation
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport20 21
The recommendations of the Directors Forum to the MIoD which were sent to the Minister of Finance for the 2012 Budget were on the followingbull urgencytorevisetheNationalCodeofCorporate Governancebull PublicSectorGovernancetoincludeDirectorsrsquoTrainingand Induction programmes and the Continuing Professional Development (CPD) of Directors and Senior Executivesbull sustainabilityndashrecommendationsforEbeneCybercitythe Environment and CSRbull annualreportstoenablesoftcopiesratherthanhard copies to be sent to shareholders andbull ITndashdecreaseininternetcostsandincreasein e-government
The MIoD collaborated again with PwC by sponsoring the Award for Risk Management Reporting as part of the PwC Corporate Reporting Awards The Award for 2012 was won by the Mauritius Commercial Bank Ltd
We have also in partnership with KMPG set up an Audit Committee Forum This Forum will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help Audit Committee members and their Boards enhance the effectiveness and integrity of the financial reporting process
The Forum will act as a technical resource or sounding board for current issues relevant to audit committees Information relating to governance risk management auditing accounting and financial reporting future changes and international developments will be researched discussed and debated by the Forum to prepare formal topical position papers and alerts
The first meeting took place on 23 July 2013 The members of the Forum are
For more information on the Forum please refer to our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD is working closely with the Ethics Institute of South Africa to conduct a baseline survey on the state of ethics in companies in Mauritius
Finally the MIoD is also collaborating with the ICAC and the JEC on a private sector anti-corruption initiative in Mauritius
13 Links and Networks
We have continued to work hard this year developing key strategic partnerships links and networks with local regional and international organisations
We have expanded our international network to include Brazil and Zimbabwe and have now established links with 7 Institutes of Directors around the world Our members can network and attend events held by these institutes at local membersrsquo rates The network will increase with the launch of the African Corporate Governance Network (ACGN) during our International Conference being organised in collaboration with the IoDSA in October 2013
During this year we have collaborated with organisations such as ACCA Bank of Mauritius the Competition Commission Ernst amp Young ESSEC the Financial Reporting Council IoDSA the Mauritius Bankers Association the National Committee on Corporate Governance the Office of Public Sector Governance and PwC and take this opportunity to thank them all for their valued support
We continue to work closely with the IFC Global Corporate Governance Forum and the Ethics Institute of South Africa our key training partners
To facilitate the sharing of information with key regulatory bodies we are presently in discussions with them to enter into Memorandum of Understandings
Georges Leung Shing (Chairman)
Alastair Bryce
John Chung
Jerome de Chasteauneuf
Jean Paul de Chazal
Pierre Dinan
Catherine Dvorak
Maurice Enouf
Jean-Michel Felix
Anil Gujadhur
Paul Halpin
Fabrice Koenig
Reneacute Lecleacutezio
Ali Mansoor
Sanjay Molaye
Madhvi Ramdin
Sheila Ujoodha
Jane Valls
14 People Processes Technology
We have this year taken on two new team members bringing the team to 6 including the CEO Rizwana Eathally joined us as Membership amp Marketing Officer in October 2012 and Tioumitra (Ambrish) Maharahaje joined us as Executive Secretary in March 2013 taking over as the MIoD Company Secretary as well as Executive Secretary of the Directors Forum and the Audit Committee Forum managing the Directorsrsquo Register and leading future research projects
Last year we upgraded our accounts system with Pastel and this has proved an invaluable investment This year we have undertaken to build a new interactive website and integrated CRM Both are nearly finalised and should be fully operational in September 2013
All our processes at the MIoD are continually evolving and being reviewed as we grow We have reviewed this year our Accounting Membership and Training Procedures as well as the management of our Members and Directorsrsquo Registers
15 Finances
Although our membership has increased substantially and continues to grow and our training programme and corporate services have expanded the MIOD continues to rely on the contributions of its Founders and Patrons These contributions enable membership of the MIoD attendance at its events and use of its services to be accessible to the maximum number of people by keeping our fees at an affordable level
Accumulated funds have been placed on fixed deposits with the Mauritius Post and Cooperative Bank this being renegotiated at regular intervals
The MIoD has again this year made a small surplus of Rs 353508 for the year which is above targeted results
16 The Coming YearThe MIoD has a new three year business plan and will continue to focus on membership growth particularly for Associate members but also membership from the public sector and from more seasoned directors During the coming year we will
be undertaking a branding exercise to evaluate our image and encouraging greater stakeholder engagement to ensure excellent customer service and responsiveness through an Annual Members Forum and Survey and by establishing MOUs with key regulators
Ensuring high quality training and education remains a key objective by continuing to provide an innovative and interesting training programme with our team of 11 local trainers and consultants as well as high level overseas facilitators In 20134 this will include a Thought Leadership Programme and we hope to work more closely with the public sector We will also introduce information and consulting services and set up a Research unit to undertake research into directorsrsquo remuneration business ethics and board practices in Mauritius
The Audit Committee Forum will also start to operate and build capacity and the Directors Forum will continue to establish itself as the voice of Directors
As part of our Corporate Social Responsibility we will continue to offer pro-bono Directors Searches and Corporate Governance and Skills training for registered NGOs
We will follow up on the improvement of our Ecological Footprint by focusing on the reduction of our use of paper plastic and improving the quality of the food served at our workshops
Our new website will be launched shortly along with our new Customer Relationship Management system and our presence on LinkedIn Twitter and Facebook will be reinforced
The highlight of the coming year will undoubtedly be the launch of the African Corporate Governance Network on 16 October and our International Conference being organised in collaboration with the IoDSA on 17 and 18 October on the theme ldquoAfrica Rising Governance for Sustainability the Road Map for Value Creationrdquo with a big line up of distinguished speakers led by Baroness Lynda Chalker
Signed on behalf of the Board
Links with other IoDs
7Member
organisations in the ACGN
12
Total number of employees
6
Surplus 2012-3
Rs 352508
Accumulated Fund
Rs 4775300
New website and CRM system to be
launched
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
Date 21 August 2013
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
2nd Meeting of the ACGN Harare June 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport22 23
CORPORATE GOVERNANCE REPORT
1Compliance StatementIn accordance with its mission statement the Mauritius Institute of Directors (lsquoMIoDrsquo or the lsquoCompanyrsquo) is committed to applying the principles of good corporate governance in its operations Rather than adopting a lsquotick the boxrsquo approach to complying with the Code the MIoD has embedded the principles of the Code in its day to day operations
During the year the MIoD has complied with all material aspects of the principles of the Code Given that it has only six employees the Board considers that it functions effectively with only one Executive Director namely the CEO
2Corporate Details and Holding StructureIncorporated in Mauritius as a public company limited by guarantee on 11 February 2008 the MIoD is a non-profit organization engaged in the promotion of good corporate governance in Mauritius and training and development
The rights powers duties and obligations of the Company the Board each director and the members of the Company are governed by the Constitution of the Company and the Companies Act 2001
The constitution of the MIoD provides that inter alia21 every member irrespective of his class of membership including a person who has been a member at any time within 12 months from the effective date of the winding up of the Institute shall in the event of the Company having a deficit in disposable assets over its liabilities contribute a maximum of one hundred (100) Mauritian Rupees to the assets of the Company in the event of it being wound up22 the monies collected shall be applied for the payment of the debts and liabilities of the Company and the payment of the costs charges and expenses associated with the winding up the Company and23 the Directors are prohibited from making any form of distribution including distributing dividends returns of capital income or profits of the Company to the Members However the Company shall use any surplus funds in any year to pursue the goals set out in Article 5 of this Constitution
The full version of the constitution is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
3 The BoardFrom 1 June 2012 to 7 February 2013 the Board of the MIoD was comprised of 12 directors (6 male and 6 female) of whom 11 were independent directors and one was classified as an Executive Director namely the Chief Executive Officer (CEO)
A vacancy arose on the Board on 7 February 2013 when Mrs Aruna Collendavelloo stepped down as director of the Company As there was no urgent need to appoint a replacement and on the recommendation of the Nominations and Membership Committee it was resolved that such vacancy would be filled at the Annual Meeting of Members (AMM) scheduled on 25 September 2013
The profiles of the directors are set out on pages 7 to 9 of the report
Mr Deva Armoogum was appointed as Chairman of the Board by his fellow directors following the AMM held on 26 September 2012
For the year under review the Board considered its composition as adequately balanced and that the directors had the appropriate range of skills expertise and experience required to carry out their duties properly in order to serve the interests of all the stakeholders and provide effective corporate governance
The Constitution of the Company provides that with the exception of the Chief Executive Officer every other director shall be eligible for reappointment for a maximum of five consecutive years
In line with the Code all directors who meet the eligibility criteria stand for re-election at the AMM on the recommendation of the Nominations and Membership Committee
Messrs Deva Armoogum Georges Leung Shing and Mrs Danielle Lagesse having reached their term of office will not stand for re-election at the next AMM Mr Vaughan Heberden has also indicated that he will be stepping down at the next AMM The Nominations and Membership Committee has thus reviewed the skills competencies and experience required to enable the Board to function efficiently as well as the profile of the directors eligible for re-election Their contribution to board and committee meetings were also considered
Pursuant to such review the Nominations and Membership Committee has recommended that the following directors be considered for re-election at the Annual Meeting
1 James Benoit2 Ravin Lama3 Heba Jangeerkhan4 Patricia Day-Hookoomsing5 Catherine Dvorak6 Richard Wooding
As regards the five remaining vacancies on the Board the Committee has recommended that candidates with a background in the legal and accounting fields as well as in corporate governance matters be considered for election as director of the Company
A notice inviting members to apply for consideration as director of the Company was issued on 21 May 2013
On appointment to the Board new directors receive a comprehensive induction pack from the Company Secretary and the CEO and have informal meetings with the Chairman fellow Board members Nominations and Membership Committee the CEO and the employees of the MIoD The functions and responsibilities of the Chairman and CEO are separate
The Chairman and the CEO in collaboration with the Company Secretary agreed on the Board meeting calendar for the year and the Board meeting agendas in advance to ensure adequate coverage of key issues throughout the year Board packs are usually sent to the directors five days in advance
All directors have access to the Company Secretary and CEO to discuss issues or to obtain information on specific areas or items to be considered at Board meetings or any other area they consider appropriate Directors attend Board meetings unless exceptional circumstances prevent them from so doing
Furthermore the directors have the right to request independent professional advice at the expense of the Company The Board also invites third parties with relevant experience and expertise to attend board meetings as and when required
Besides Board meetings decisions are also taken through written Board resolutions as and when required
The attendance of directors at board and committee meetings is set out in the table on page 26
The profiles of the senior management team are set out at page 9 of the report
4 Board CommitteesThe Board of the MIoD has set up the following committees to assist in the execution of its responsibilitiesbull AuditandRiskCommitteebull CorporateGovernanceCommitteebull EducationCommitteebull NominationsandMembershipCommitteeThe chartersterms of reference of the committees are available for consultation on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
ldquoYour directors met seven times during
the year under review In addition two
offsite meetings were held to discuss the
strategic plan of the MIoD The Board also
received regular reports from the CEO
on the activities of the Company Board
deliberations were characterised by open
and frank discussions and provided a
forum for challenging and constructive
debates The Board also received reports
from the chairmen of the various
subcommitteesrdquo ndash Deva Armoogum
(Chairman - Board)
41 Audit and Risk Committee (ARC)The ARC is composed of three directors namely Georges Leung Shing (Chairman) Catherine Dvorak and Richard Wooding The Company Secretary acts as secretary of the committee The CEO is also in attendance at the meetings of the ARC as well as the Accountant and the External Auditor when required
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport24 25
ldquoThe Committee met three times during
the financial year 2012-3 Besides
reviewing the companyrsquos accounting
policy and procedures management
accounts the financial statements and
the Annual Report 2012 the Committee
reviewed its own terms of reference The
MIoD thus now requires its lead audit
partner to be rotated every five years
The risk register of the MIoD was also
updated and two new risks ndash debtorsrsquo
collection and credit risks- were added
to the register To give assurance to the
Board and the members that the internal
controls systems of the Company are well
maintained and as best practice we have
decided to commission an audit of the
accounting policies and procedures This
exercise will be conducted in the financial
year 2013-4rdquo Georges Leung Shing ndash
Chairman ARC
ldquoThe Corporate Governance Committee
was active during the last financial year
in its mission to improve the governance
of the MIoD We met thrice during the
year and considered several policies
regarding matters such as human
resources business continuity planning
whistleblowing media interaction
as well as data protection During
the year Ecological Living in Action
was commissioned to undertake the
evaluation of the Institutersquos Ecological
Footprint and the Committee approved
the final report and recommendations
Besides reviewing the non-financial
part of the Annual Report we also
worked on the framework for the first
integrated report issued this year The
Committee also recommended as part
of its corporate social responsibility
programme that the MIoD shall offer pro-
bono training on corporate governance
to registered non-governmental
organisations as well as using its Directors
Register to conduct pro bono searches for
such organisationsrdquo Vaughan Heberden ndash
Chairman GGC
The ARCrsquos main responsibilities are to assist the Board of directors in fulfilling its oversight responsibilities forbull theintegrityoftheCompanyrsquosfinancialstatementsbull theCompanyrsquoscompliancewithlegalandregulatory requirementsbull theindependentauditorrsquosqualificationsindependence and performance bull theeffectivenessoftheCompanyrsquosinternalcontrolsbull thereviewofanyaccountingorauditingconcerns identifiedbull monitoringofdebtorsandbull thereviewoftheriskphilosophystrategyandpolicyand assessment of the quality of the risk management process
53 Education Committee (EC)The EC is composed of six directors namely James Benoit (Chairman) Ravin Lama Danielle Lagesse Patricia Day-Hookoomsing Richard Wooding and Jane Valls The Company Secretary acts as secretary of the committee
The Committee is responsible for all matters regarding training and education activities of the MIoD aimed at the promotion and achievement of its objectives
54 Nominations and Membership Committee (NMC)The NMC is composed of four directors namely Deva Armoogum (Chairman) Georges Leung Shing Heba Capdevila-Jangeerkhan Aruna Collendavelloo (up to 7 February 2013) and James Benoit (as from 10 April 2013) The CEO is in attendance at the meetings and the Company Secretary acts as secretary of the committeeThe Committee is responsible for all matters concerning membership of the MIoD as outlined in its Constitution and for recommending to the Board candidates to be appointed as directors to the Board as well as all employeesrsquo remuneration
The Committee has a separate set of clear and transparent published procedures and distinct terms of reference for the nomination of directors and for the admission of new members
ldquo2012-3 was an eventful year for the EC
Four meetings were held during the year
Besides the 12 training courses of the
Director Development Programme which
are proposed annually some 24 training
workshops were planned by the MIoD on
several new topics such as Social Media
Skills Running an AGM Marketing for
the Asian Market Marketing Strategy
Effective Company Secretaries Duties
and Rights of Minority Shareholders and
Unfair Competition and Anti-Competitive
Behaviours We helped to build capacity
in the corporate governance field by
sponsoring a lsquotrain the trainersrsquo session
on corporate governance bringing
the number of IFC certified trainers in
corporate governance to 11
Our courses continue to be well attended
with an average of 29 participants per
workshop and we are pleased to report
that the satisfaction rating has remained
above average at 95 The Committee has
worked on the development of a lsquoThought
Leadership Programmersquo in collaboration
with TommorrowToday which will be
launched shortly The Committee has also
contributed to the planning of the second
international conference entitled lsquoAfrica
Rising Governance for Sustainability
The Road Map for Value Creationrsquo which
will take place in Mauritius on the 17-18
October 2013 and has received regular
progress reports from the CEOrdquo James
Benoit ndash Chairman EC
42 Corporate Governance Committee (CGC)The CGC is composed of four directors namely Vaughan Heberden (Chairman) Danielle Lagesse Aurna Collendavelloo (up to 7 February 2013) Catherine Dvorak (as from 10 April 2013) and Jane Valls The Company Secretary acts as secretary of the committeeThe CGC makes recommendations to the Board on all Corporate Governance provisions to be adopted to enhance compliance with prevailing governance principles and practices
5th Anniversary members networking evening
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport26 27
ldquoDuring the year the Nominations and Membership Committee met twice and approved
194 new members Building on the qualitative research conducted by TNS Analysis on
the Associate memberrsquos category we identified new strategies to attract more associate
members which will be implemented in 2013 With regards to nominations as three
directorswillreachtheirtermofofficeatthe2013AnnualMeetingofMembers(AMM)and
following a vacancy which arose on the board during the course of the year as well as one
director who will be stepping down at the AMM the Committee reviewed the composition
of the Board to identify the profiles of prospective directors The nomination notice was
issued on 21 May 2013 to invite members to send their candidature for election at the AMM
scheduled on 25 September 2013rdquo Deva Armoogum ndash Chairman NMC
Attendance at meetings
ARMOOGUM Devapragassen
BENOIT James
CAPDEVILA-JANGEERKHAN Heba1
COLLENDAVELLOO Aruna2
DAY-HOOKOOMSING Patricia1
DINAN Pierre3
DVORAK Catherine
HEBERDEN Vaughan
LAGESSE Danielle
LAMA Ravin
LEUNG SHING Georges
SUDHOO Arjoon3
THOMAS Appalsamy3
VALLS Jane Elizabeth Orde
WOODING Richard
Board
77
57
55
33
45
12
57
57
67
47
77
02
22
77
47
ARC
na
11
na
na
na
na
33
na
na
na
23
11
na
33
02
EC
11
13
na
na
23
na
na
01
44
34
na
na
na
44
14
NMC
22
11
11
na
na
na
na
na
na
na
22
na
11
22
na
CGC
na
na
na
11
na
na
na
22
33
na
na
01
na
33
11
in attendance1 Appointed at AMM held on 26 September 20122 Appointed at AMM held on 26 September 2012 and resigned on 7 February 20133 Resigned at AMM held on 26 September 2012
5Board Performance and Evaluation An evaluation of the Boardrsquos performance is undertaken every year and reviewed with the objective of improving its performance procedures practices and administration and those of its Committees as well as the overall achievement of the Companyrsquos Vision Mission Values and Objectives The last Board Evaluation Report in August 2012 identified the following key area for improvement the need for the Board to become more strategic and less operational As a result 2 half day Board strategy off-sites were held in November 2012 and the Board agenda now focuses on key strategic and important issues first
6 Conflicts of InterestThe Boardrsquos policy on conflicts of interest with which all employees and directors are expected to comply is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
7 Statement of Remuneration PhilosophyThe NMC is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position and at levels which take into account industry and market benchmarks
The Non-Executive Directors are not remunerated for serving on the Board
The total remuneration of the CEO for the year was
Name Remuneration VALLS Jane Elizabeth Orde Rs 3629715
8 Annual Meeting of MembersAs at 30 June 2013 the MIoD had 850 membersThe MIoD communicates to its members through its Annual Report publications newsletters website emails and Annual Members Meeting The key members events held during the year were
10 Internal Control and Risk Management(a) Risk ManagementThe Board is responsible for the process of risk management which incorporates internal control and audit and has delegated its overall responsibility to the ARC The ARC assists the Board in fulfilling its responsibilities by monitoring decisions and processes designed to ensure the integrity of financial reporting and sound systems of internal control and risk management Management is accountable to the Board to establish processes and procedures for identifying evaluating and managing any significant risks faced by the Company
A full risk analysis has been undertaken and a register of key risks has been established and presented to the ARC for the appropriate mitigation actions and decisions to be taken
The key risks identified and which require monitoring are as followsbull reputationbull lossofFoundersandPatronsfundingespeciallyafterthe initial 5 year periodbull technologyfailureanddatalossbull naturaldisastersandbull creditriskattributabletotradereceivables
These risks are being addressed in the following waysbull anethicsriskassessmentwascompletedinAugust2012bull theMIoDCodeofConducthasbeenreviewedbull aWhistleblowingPolicyhasbeenimplementedbull theMIoDhasputinplaceanew3yearbusinessplanto ensure its sustainabilitybull aDisasterRecoveryandBusinessContinuityPlanhasbeen put in place and now needs to be testedbull improveddebtormanagementandregularfollowupbull currentrelianceonfundingbyFoundersandPatronshas been reviewed and a sector analysis undertaken to ensure limited vulnerability to a financial downturn in any one sectorbull 5newPatronshavebeensecuredbull theoriginalFoundersandPatronscontinuedsupporthas been sought and secured andbull ITsecurityhasalsobeenreviewedandimproved
(b) Internal ControlCays Associates was appointed in May 2010 to look after the MIoDrsquos accounts Segregation of duties is ensured for approval of all purchases payments of bills and signing of cheques Cash transactions are limited and receipts are immediately issued A new Pastel software accounting system has been introduced to further improve the management of accounts and debtors
(c) External AuditMoore Stephens was re-appointed as external auditor for the year 2012-3 No non-audit services were rendered by the external auditor
1 Members Networking Evening at the Blue Penny Museum2 Annual Meeting of Members at La Grande Cannelle Domaine les Pailles3 Members Networking Evening at the Maritim Hotel Balaclava4 5th Anniversary event at Angsana Balaclava
31 August 2012
26 September 2012
30 November 2012
17 May 2013
9 Share PriceThe Company is not listed on any stock exchange and share price information is therefore not applicable
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport28 29
11 Corporate Social Responsibility (CSR)The Company is a non-profit organization and is therefore not accountable for CSR contributions The MIoD has however decided this year to implement a corporate social responsibility programme which consists of the offer of pro-bono training on corporate governance to registered non-governmental organisations as well as using its Directorsrsquo Register to conduct pro-bono searches for such organisations
12 EthicsThe Companyrsquos Code of Conduct was reviewed and updated on 15 July 2012 The members of the Company are expected at all times to act in such a way as not to bring themselves or the MIoD into disrepute They are also expected to comply with the Code of Conduct of the MIoD which provides guidance on behaviour to be adopted by the members
The MIoD has this year implemented a Whistleblowing Policy
The Code of Conduct and the Whistleblowing Policy are available on the website of the MIoD
Two of the MIoD team have undertaken Ethics Officer training this year bringing the total number who have undergone this training to three
13 EnvironmentTo support the MIoD in its endeavour to promote corporate sustainability in Mauritius an exercise was undertaken to calculate the MIoDrsquos Ecological Footprint (EF)
Please refer to the sustainability report on pages 29 to 36 for more information on this matter
14 Health and SafetyThe Company complies with health and safety legislations No incidents have been reported during the year
15 Social IssuesThe Company is an equal opportunities employer and considers the welfare and development of its employees to be very important
Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD workshops and events as well as external training for their professional development Team building exercises are held regularly to reinforce team values and teamwork
Please consult our website to know more about our HR policies and practices wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
16 Related Party TransactionsThe MIoD has procured training services from Consultancy Company Limited amongst other service providers since 2011 With the nomination of Mrs Patricia Day-Hookoomsing as a Director of the MIoD in September 2012 such services are now recorded as a related party transaction and disclosed in the Financial Statements in note 13
17 Management AgreementsNo management agreement has been entered into by the Company
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
21 August 2013
1 Report Content and Reporting ParametersThis report marks two significant milestones for the MIoD It is the MIoDrsquos first Integrated Report and it also marks the first time that the GRI framework has been adopted for sustainability reporting by the MIoD These milestones are timely and are squarely aligned with MIoDrsquos position in the market to promote corporate sustainability and to lead by exampleThe integrated report has adopted the G31 guidelines of the Global Reporting Initiative and it reflects MIoDrsquos commitment to provide a transparent and fair review of its strategy performance and activities in 2012-3 to its stakeholders The triple bottom line reporting has endeavoured to provide an open and honest summary of the social economic and environmental impacts stemming from our activities and commitments practices objectives and performance results regarding the management of our impacts The report contains a combination of quantitative and qualitative impactsMIoD has also adopted a learning-by-doing approach to internalise integrated sustainability reporting as a strategic management tool To reflect this approach we have realised this report in the GRI Level C application with the view that MIoD will graduate progressively to higher level reporting over time It is understood that the learning-by-doing approach implies that the processes tools and methodologies applied to identify prioritise and validate report content and reporting parameters will evolve over time Nevertheless the processes tools and methodologies are systemic and have been applied systematically to allow year-on-year comparisons of MIoDrsquos performance This is even more so because MIoD is a relatively young organisation that holds a unique position vis-agrave-vis its stakeholdersWe have used GRI Reporting Standard principles in determining the scope of the report content structure and quality and data calculation and disclosure techniques The content of this report discloses MIoDrsquos performance for the period starting July 1 2012 and ending June 30 2013
2 Report Scope amp BoundaryThe activities of MIoD cover the geographical area of the Republic of Mauritius and most of these activities take place in the island of Mauritius The report boundary is therefore the activities of MIoD in Mauritius In addition to GRIrsquos Sustainability Reporting Guidelines (GRI 31) the report also follows the International Financial Reporting Standards (IFRS) for financial reporting and the Code of Corporate Governance of Mauritius 2004 Boundaries for non-financial data collection are consistent with our financial reporting thus aligning financial environmental and social reporting Since stakeholder inclusiveness is a cross-cutting issue in determining the content and scope of reporting we have attempted to take into consideration the expectations of our stakeholders as well as to quantify or qualify the impacts of our activities on their well-being including present and future considerations and to take remedial actions Our stakeholder engagement processes are discussed below
3 Determining Report ContentGuided by the G31 reporting guidelines and principles and technical protocol the following criteria have been observed in preparing this reportStakeholder inclusivenessStakeholder identification and engagement have been carried out using a combination of three methods namely (1) market knowledge by virtue of being the main organization mandated to foster the development of corporate governance at the level of Boards and upper management in Mauritius (2) value-chain analysis to establish the entire supply chain of MIoDrsquos services including the enabling environment and business providers and (3) on-going surveys with existing and potential members
The stakeholders of the MIoD are set out below
MIoD appreciates the benefits derived from stakeholder engagement and endeavours to maintain close proximity with key stakeholders We carry out membership surveys ethics risk assessments and on-going evaluations of our training programmes to identify and address issues that are relevant to our stakeholders and also to engage our stakeholders in assessing MIoDrsquos performance risks and opportunities For instance the following examples are pertinent
bull MIoDcarriedout43publictrainingworkshopsinvolving1262 participants during the reporting period and each one was accompanied by a written evaluation The response rate across all the courses was close to 90 with a 95 customer satisfaction rate Please refer to page 17 of the Report)bull InJuly2011anEthicsRiskAssessmenthasenabledkeystakeholders to share their views and to highlight the key ethics risks for the MIoD The stakeholders included members MIoD directors suppliers employees media MIoD founders and patrons and MIoD partners The assessment combined questionnaire surveys interviews and focus group discussions and covered the following areas organisational culture financial operational governance conduct and behaviour of individuals relating to or
SUSTAINABILITY REPORT
FOUNDERS AND
PATRONS
DIRECTORS
FORUM amp
AUDIT
COMMITTEE
FORUM
KINDRED
ORGANISATIONS
amp PARTNERS
MEMBERS
THE
BOARD
MANAGEMENT
amp EMPLOYEES
CORPORATE
SECTOR ndash
PRIVATE AND
PUBLIC
POLICY
MAKERS AND
REGULATORS
SUPPLIERS
THE
COMMUNITY
THE
ENVIRONMENT
THE MEDIA
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport30 31
working with MIoD (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull InJuly2012MIoDalsocarriedoutaqualitativesurveyofthemotivations and needs of its Associate Members (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull PeriodiconlineandtelephonicmembersrsquosurveysThelastsurvey was completed in June 2012 and the latest one was completed by the end of June 2013 (a copy of the questionnaire can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull TheMIoDDirectorsForumcomposedofdirectorsfromtheprivate and the public sector acts as an advisory and technical committee to the MIoD and draws on the experience and knowledge of its members to represent the collective view of directors across a broad spectrum of organisations (a list of members of the Directors Forum can be found on page 19 of the Reportbull TheviewsofFoundersandPatronsoftheMIoDwhorepresent a cross section of public and private sector companies in Mauritius are sought in annual individual meetings while regular meetings with partner and kindred organisations provide feedback from these stakeholders andbull ByincorporatingtheimpactsofsuppliersontheEcologicalFootprint of MIoD (please see more in the section on Materiality below) thereby serving as a basis for involving suppliers in the value chain to take remedial actions in partnership with MIoD
Sustainability ContextAs a leading organization promoting corporate sustainability we consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic social and environmental fronts This is important on two counts namely (1) the increasing awareness in the Mauritian public and private sector for mainstreaming the three pillars of sustainable development and (2) the recognition that corporate sustainability can be a significant comparative advantage and differentiation strategy It is worth mentioning here that MIoDrsquos Integrated Report is squarely aligned with the newly adopted Maurice Ile Durable (MID) Policy Strategy and Action Plan of Mauritius especially concerning lsquoenhancing the corporate environment social responsibility and accountabilityrsquo (wwwmidmu ndash accessed 12 July 2013) The sectorial MID Strategy for employmenteconomy specifically refers to the use of GRI as a benchmark for developing a Sustainability Index for publicly listed companies
CompletenessWe have ensured that all the material topics and indicators covered in this report reflect completely the significant economic environmental and social impacts of our activities and enable our stakeholders to assess our performance in 2012-3 effectively
BalanceWe have attempted to present an unbiased picture of our performance by avoiding selections omissions or presentation formats that are reasonably likely to unduly or inappropriately influence the readerrsquos decision or judgment The report provides both favourable and unfavourable results as well as results that can influence the decisions of stakeholders in proportion to their materiality This is a commitment to MIoDrsquos transparency
ComparabilitySince this is the first integrated sustainability report results present the baseline data and information against which comparative performance analysis will be carried out in the future
AccuracyThe different data in this report have been presented both on a qualitative and quantitative basis In any case we have ensured openness in measurements and qualitative analyses while bearing in mind that data would need to be verifiable While the non-financial components of the present report have not been subject to an independent third party audit the processes methodologies and tools for generating and analysing quantitative and qualitative data were adopted because they lend themselves to such audits Where applicable such as in the case of Ecological Footprint analysis discussed below error analysis is provided to deal with uncertainties in measurements
TimelinessThis report will be issued for the purpose of the Annual Meeting of Members on 25 September 2013 It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting This open review process forms an integral part of the learning-by-doing approach
ClarityThis report has been presented in a manner that is understandable accessible and usable by our stakeholders As far as practicable graphics and data tables have been used to present information
ReliabilityInformation and processes used in the preparation of this report have been consistently gathered recorded compiled analysed and disclosed in a way that has been subject to constant examination by a competent internal team together with the help of an external consultancy firm with experience in integrated sustainability reporting using the GRI G31 Reporting Guidelines and Principles
MaterialityAccording to the GRI G31 Guidelines materiality has to be determined by considering the economic environmental and social impacts that cross a threshold in affecting the ability to
meet the needs of the present without compromising the needs of future generations Since the identification of thresholds is not trivial especially when considering long-term impacts or impacts where root causes and their effects are delocalised geographically and across different time horizons the methodology applied by MIoD to gauge materiality is evolving as it strives to better integrate sustainability across its entire spectrum of operations and services The underlying approach is to identify and prioritise those impacts that have a propensity to create preserve or erode economic environmental and social value for itself and its stakeholders In order to be methodological and systematic a combination of approaches has been used to determine materiality and the contents of this reportbull ThelegalrequirementsoftheRepublicofMauritiusInmanyinstances the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts and these thresholds are usually identified because of their materialitybull Adoptionofathoroughriskmanagementprocessthatallowsus to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative The risk management process also makes visible opportunities to better serve our stakeholdersbull Bykeepingacloseproximitywithourstakeholdersasexplained above under lsquoStakeholder Inclusivenessrsquobull IdentificationofinternalissuesthroughmeetingswithMIoDteam members as well as subscribing to continuous learning to better adhere to our policies values strategies targets and risk management processes andbull CarryingoutanEcologicalFootprintanalysisofouroperationsthat cover the impacts of the following (1) food (mainly provided by third parties during delivery of MIoD training) (2) consumables (3) utilities buildings and transport and (4) waste The first Ecological Footprint analysis was carried out for the calendar year 2012 (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage) and its results and recommendations were approved by the MIoDrsquos Board of Directors on 5 December 2012 The time period for the Ecological Footprint analysis has been revised to match the reporting period July 2012-June 2013 and the Footprint updated The analysis has been used to quantify impacts identify impacts of most significance and provide a basis for taking remedial actions across the value chain as discussed in this report Ecological Footprint analysis has been adopted as one way to deal with the difficulties in establishing thresholds for sustainability impacts The Ecological Footprint analysis also captures the ecological impacts of services delivered (except for electricity and primary energy consumption) by third party venues during MIoD training
MIoDrsquos materiality framework is evolving We are confident that the results presented here are sufficiently robust to instil confidence in the quality of the report The integrated Sustainability Report should be read in conjunction with our online resources
Validation is currently essentially an internally orientated process with authorisation by the CEO and Executive Secretary and ultimate approval of the Integrated Report by the Board of Directors
Performance indicators have been chosen for reporting purposes based on three main factors1 Results of the Ecological Footprint Analysis2 Our ability or maturity to respond and3 The opportunity for MIoD to grow and gain advantage from the impacts
The calculation of Performance Indicators has followed the GRI Indicator Protocols GHG emissions arising from the use of electricity has been calculated from the Grid Emission Factor of Mauritius using the methodological tool 07 ndash ie ldquoTool to calculate the emission factor for an electricity system (Version 0300) - proposed by the Clean Development Mechanism for calculating the operating margin (httpcdmunfcccintmethodologiesPAmethodologiestoolsam-tool-07-v300pdf )rdquo GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator (httpwww2icaointencarbonoffsetPagesdefaultaspx)
Re-statements of information are not applicable to MIoDrsquos first Integrated Report
4 Market Position41 Range of Ratios of Standard Entry Level Wage by Gender The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees Entry salaries are based on industry and market benchmarks the entrantrsquos educational level and relevant experience The Board Nominations Committee is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position
The MIoD employs 5 staff excluding the CEO ndash 3 female and 2 male The lowest male basic salary is Rs 28618 and the lowest female basic monthly salary is Rs 14478 There is no official minimum wage in Mauritius in our sector However as per the Ministry of Labour and the National Remuneration Order for Travel Agents and Tour Operators Workers a similar service sector the minimum wages prescribed for comparable jobs are as follows
bull SeniorAccountsClerkRs10306bull AdministrativeClerkRs8717
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport32 33
Based on this methodology the ratio of entry level wage by gender compared to local minimum wage for comparable jobs is 126 for male staff and 117 for female staff The apparent difference between the two ratios does not imply gender bias at MIoD since for any specific position a male or female employee would receive the same remuneration all else being equal
The MIoD is focused on continually developing a workforce that is dedicated motivated and well trained in order to assure the Institutersquos future development and growth as well as providing long term employment for individual employees
To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions A competitive total compensation package includes an effective salary and a benefits plan which aims tobull payafairbasicsalaryforthejobbybenchmarkingagainst similar jobs and similar organisations in Mauritius and taking into consideration internal equity specific job requirements and the skills knowledge and abilities of the employeebull providebasicbenefitsandbull recogniseindividualcontributionthroughtheperformance bonus system
The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation which is normally paid in December and is calculated proportionately to the time of service during the year All employees receive a pay slip and salaries are paid on 26th of each month by standing order
42 Suppliers The MIoD has adopted a lsquoProcurement Policyrsquo to ensure that all procurement activities carried out by the MIoDbull provide best possible valuebull are conducted in a fair objective and transparent mannerbull are compliant with all relevant legislation and any other related policiesbull use best practice in the application of ethical standards andbull are consistent with the MIoDrsquos Vision Mission and Values
The choice of suppliers is influenced by the above mentioned objectives Although environmental benefits are considered as part of the procurement process with due consideration given to all relevant aspects of whole life-cycle costs of products the MIoD does not have a specific policy of preferring locally based suppliers
For some events and where a local capacity gap exists the MIoD has recourse to overseas facilitators to bring best practice to Mauritius
The MIoD intends to assess the geographical spread of its
procurement practices and report on the percentage of procurement budget which is spent on local suppliers in its next financial year At the same time the need to amend the procurement policy to promote local suppliers will also be considered
43 Recruitment Policy Under the Equal Opportunities Act 2008 (lsquoEOArsquo) an employer cannot discriminate against an employeeprospective employee on the basis of the following
The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting recruiting employing appraising promoting or dismissing an employee
Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis the MIoD is committed to a policy of equal opportunities
Its HR Policies amp Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race religion or belief colour sex age national origin disability or sexual orientation The MIoDrsquos HR Policy and Guidelines can be found on the website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepageAll employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines
5 Environmental Performance51 MaterialsThe main consumable materials used by the MIoD are shown in this chart
52 Energy Consumption The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes This amounted to 94113 MJ for the reporting period Also the indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid This was 10386 kWh electric for the reporting year ndash ie 11217 GJ thermal MIoD is not a producer of direct or indirect energiesInitiatives to reduce indirect energy consumption need to be investigated in the coming year This could for example include more energy-efficient lighting technologies A key constraint for the implementation of energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner or manager
53 Water The MIoDrsquos consumption of water includes water delivered by the Central Water Authority water consumed from water fountains and bottled water for training workshops This was 26 m3year for the reporting period
54 Greenhouse Gas Emissions The total CO2 emissions of the MIoD has been estimated at 206 tonnes for the reporting period with direct and indirect emissions contributing 57 and 149 tonnes of CO2 respectively as follows bull IndirectemissionsofCO2 arose from the consumption of electricity and air travel This amounted to 107 tonnes and 42 tonnes of CO2 respectivelybull TotaldirectCO2 emissions related to land transport has been estimated at 57 tonnes of CO2 The estimation is based on the total distance travelled (km) during the reporting year an average fuel efficiency of 12 kmlitre of gasoline and the emission factor of motor gasoline
55 Waste All waste produced by MIoD and related to MIoD activities were sent to the landfill during the reporting period The main sources of waste were paper (350 kg or 035 tonnes) and plastic (37 kg or 0037 tonnes) By virtue of its activities MIoD does not deal with hazardous wastes of any kind
56 Mitigation of Environmental Impacts Following the Ecological Footprint Report undertaken in 2012 three areas were highlighted that needed attention
(i) food (mainly provided by third parties during delivery of MIoD trainings) (ii) consumables and(iii) waste management
In this respect the MIoD has undertaken in the financial year 2013-4 to bull workwithourkeythirdpartyfoodsupplierstoimprovethequality of the food offered during our training sessions especially taking into account the health problems in Mauritian society such as diabetes and to reduce our ecological footprint in this respect We have also engaged the advice of a nutritionistbull reducetheamountofplasticthatwepurchasebothinourownoffice but also through our third party suppliers In this respect we now have a water dispenser delivered to each training venue on the day of our training workshop to avoid the use of plastic bottles for our training sessions The next step is to work with our suppliers to encourage them to adopt this practicebull reducetheamountofpaperandinthisrespectwehaveagreedwith our Board Directors that effective August 2013 that we will no longer use paper but instead adopt appropriate laptop or tablet software for board papers During this year we will also undertake a complete review of our use of paper especially the printing of training manuals and see if we can fully or partially adopt alternative solutions to reduce our footprint The objective over time must be to become paperless We also intend to meet with the Registrar of Companies to lobby for the reduction in printing of Annual Reports and to allow shareholders to receive a soft copy and opt for a hard copy by exceptionbull ensurethatallouroldelectronicgoodssuchasprintersorcomputers are properly recycled using genuine recyclers andbull workwithourlandlordstointroducerecyclingbinsforallthetenants in our building Raffles Tower
57 Total Environmental Protection Expenditure and InvestmentTo date the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its first Integrated Report at a total cost of Rs 150000 The Ecological Footprint calculation is the benchmark for reducing our footprint in the future
6 Social61 Risks Related to Corruption An ethics risk assessment which also covered corruption risks was undertaken in 2011-2 The assessment covered all the activities of the MIoD Thereafter the MIoD Code of Conduct was reviewed and revised to address ethical conduct within the Company and by its members A Whistleblowing Policy has also been implemented The Ethics Risk Assessment Report and the MIoD Whistleblowing Policy can be found on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
2 2
96
Central Water Authority
Water fountains
Bottled water
Total water withdrawal by source
Materials
Hec
tare
(Ha)
1200
1000
800
600
400
200
-
Clot
hes
Fabr
ics -
Cotto
n
Clot
hes
Fabr
ics - W
ool
Clot
hes
Fabr
ics -
Synt
hetic
Leat
her -
Bas
ed P
rodu
cts
Pape
r - B
ased
Pro
duct
s
Met
al -
Base
d Pr
oduc
ts
Plas
tic -
Base
d Pr
oduc
ts
Woo
d - B
ased
Pro
duct
s
Elec
trica
l Equ
ipm
ent
Glass
war
e Po
rcel
ain
Med
icina
l Pro
duct
s
Hygie
ne an
d Cl
eani
ng P
rodu
cts
Ciga
rette
s
Age
Caste
Colour
Creed
Ethnic origin
Impairment
Marital status
Place of origin
Political opinion
Race
Sex
Sexual orientation
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport22 23
CORPORATE GOVERNANCE REPORT
1Compliance StatementIn accordance with its mission statement the Mauritius Institute of Directors (lsquoMIoDrsquo or the lsquoCompanyrsquo) is committed to applying the principles of good corporate governance in its operations Rather than adopting a lsquotick the boxrsquo approach to complying with the Code the MIoD has embedded the principles of the Code in its day to day operations
During the year the MIoD has complied with all material aspects of the principles of the Code Given that it has only six employees the Board considers that it functions effectively with only one Executive Director namely the CEO
2Corporate Details and Holding StructureIncorporated in Mauritius as a public company limited by guarantee on 11 February 2008 the MIoD is a non-profit organization engaged in the promotion of good corporate governance in Mauritius and training and development
The rights powers duties and obligations of the Company the Board each director and the members of the Company are governed by the Constitution of the Company and the Companies Act 2001
The constitution of the MIoD provides that inter alia21 every member irrespective of his class of membership including a person who has been a member at any time within 12 months from the effective date of the winding up of the Institute shall in the event of the Company having a deficit in disposable assets over its liabilities contribute a maximum of one hundred (100) Mauritian Rupees to the assets of the Company in the event of it being wound up22 the monies collected shall be applied for the payment of the debts and liabilities of the Company and the payment of the costs charges and expenses associated with the winding up the Company and23 the Directors are prohibited from making any form of distribution including distributing dividends returns of capital income or profits of the Company to the Members However the Company shall use any surplus funds in any year to pursue the goals set out in Article 5 of this Constitution
The full version of the constitution is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
3 The BoardFrom 1 June 2012 to 7 February 2013 the Board of the MIoD was comprised of 12 directors (6 male and 6 female) of whom 11 were independent directors and one was classified as an Executive Director namely the Chief Executive Officer (CEO)
A vacancy arose on the Board on 7 February 2013 when Mrs Aruna Collendavelloo stepped down as director of the Company As there was no urgent need to appoint a replacement and on the recommendation of the Nominations and Membership Committee it was resolved that such vacancy would be filled at the Annual Meeting of Members (AMM) scheduled on 25 September 2013
The profiles of the directors are set out on pages 7 to 9 of the report
Mr Deva Armoogum was appointed as Chairman of the Board by his fellow directors following the AMM held on 26 September 2012
For the year under review the Board considered its composition as adequately balanced and that the directors had the appropriate range of skills expertise and experience required to carry out their duties properly in order to serve the interests of all the stakeholders and provide effective corporate governance
The Constitution of the Company provides that with the exception of the Chief Executive Officer every other director shall be eligible for reappointment for a maximum of five consecutive years
In line with the Code all directors who meet the eligibility criteria stand for re-election at the AMM on the recommendation of the Nominations and Membership Committee
Messrs Deva Armoogum Georges Leung Shing and Mrs Danielle Lagesse having reached their term of office will not stand for re-election at the next AMM Mr Vaughan Heberden has also indicated that he will be stepping down at the next AMM The Nominations and Membership Committee has thus reviewed the skills competencies and experience required to enable the Board to function efficiently as well as the profile of the directors eligible for re-election Their contribution to board and committee meetings were also considered
Pursuant to such review the Nominations and Membership Committee has recommended that the following directors be considered for re-election at the Annual Meeting
1 James Benoit2 Ravin Lama3 Heba Jangeerkhan4 Patricia Day-Hookoomsing5 Catherine Dvorak6 Richard Wooding
As regards the five remaining vacancies on the Board the Committee has recommended that candidates with a background in the legal and accounting fields as well as in corporate governance matters be considered for election as director of the Company
A notice inviting members to apply for consideration as director of the Company was issued on 21 May 2013
On appointment to the Board new directors receive a comprehensive induction pack from the Company Secretary and the CEO and have informal meetings with the Chairman fellow Board members Nominations and Membership Committee the CEO and the employees of the MIoD The functions and responsibilities of the Chairman and CEO are separate
The Chairman and the CEO in collaboration with the Company Secretary agreed on the Board meeting calendar for the year and the Board meeting agendas in advance to ensure adequate coverage of key issues throughout the year Board packs are usually sent to the directors five days in advance
All directors have access to the Company Secretary and CEO to discuss issues or to obtain information on specific areas or items to be considered at Board meetings or any other area they consider appropriate Directors attend Board meetings unless exceptional circumstances prevent them from so doing
Furthermore the directors have the right to request independent professional advice at the expense of the Company The Board also invites third parties with relevant experience and expertise to attend board meetings as and when required
Besides Board meetings decisions are also taken through written Board resolutions as and when required
The attendance of directors at board and committee meetings is set out in the table on page 26
The profiles of the senior management team are set out at page 9 of the report
4 Board CommitteesThe Board of the MIoD has set up the following committees to assist in the execution of its responsibilitiesbull AuditandRiskCommitteebull CorporateGovernanceCommitteebull EducationCommitteebull NominationsandMembershipCommitteeThe chartersterms of reference of the committees are available for consultation on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
ldquoYour directors met seven times during
the year under review In addition two
offsite meetings were held to discuss the
strategic plan of the MIoD The Board also
received regular reports from the CEO
on the activities of the Company Board
deliberations were characterised by open
and frank discussions and provided a
forum for challenging and constructive
debates The Board also received reports
from the chairmen of the various
subcommitteesrdquo ndash Deva Armoogum
(Chairman - Board)
41 Audit and Risk Committee (ARC)The ARC is composed of three directors namely Georges Leung Shing (Chairman) Catherine Dvorak and Richard Wooding The Company Secretary acts as secretary of the committee The CEO is also in attendance at the meetings of the ARC as well as the Accountant and the External Auditor when required
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport24 25
ldquoThe Committee met three times during
the financial year 2012-3 Besides
reviewing the companyrsquos accounting
policy and procedures management
accounts the financial statements and
the Annual Report 2012 the Committee
reviewed its own terms of reference The
MIoD thus now requires its lead audit
partner to be rotated every five years
The risk register of the MIoD was also
updated and two new risks ndash debtorsrsquo
collection and credit risks- were added
to the register To give assurance to the
Board and the members that the internal
controls systems of the Company are well
maintained and as best practice we have
decided to commission an audit of the
accounting policies and procedures This
exercise will be conducted in the financial
year 2013-4rdquo Georges Leung Shing ndash
Chairman ARC
ldquoThe Corporate Governance Committee
was active during the last financial year
in its mission to improve the governance
of the MIoD We met thrice during the
year and considered several policies
regarding matters such as human
resources business continuity planning
whistleblowing media interaction
as well as data protection During
the year Ecological Living in Action
was commissioned to undertake the
evaluation of the Institutersquos Ecological
Footprint and the Committee approved
the final report and recommendations
Besides reviewing the non-financial
part of the Annual Report we also
worked on the framework for the first
integrated report issued this year The
Committee also recommended as part
of its corporate social responsibility
programme that the MIoD shall offer pro-
bono training on corporate governance
to registered non-governmental
organisations as well as using its Directors
Register to conduct pro bono searches for
such organisationsrdquo Vaughan Heberden ndash
Chairman GGC
The ARCrsquos main responsibilities are to assist the Board of directors in fulfilling its oversight responsibilities forbull theintegrityoftheCompanyrsquosfinancialstatementsbull theCompanyrsquoscompliancewithlegalandregulatory requirementsbull theindependentauditorrsquosqualificationsindependence and performance bull theeffectivenessoftheCompanyrsquosinternalcontrolsbull thereviewofanyaccountingorauditingconcerns identifiedbull monitoringofdebtorsandbull thereviewoftheriskphilosophystrategyandpolicyand assessment of the quality of the risk management process
53 Education Committee (EC)The EC is composed of six directors namely James Benoit (Chairman) Ravin Lama Danielle Lagesse Patricia Day-Hookoomsing Richard Wooding and Jane Valls The Company Secretary acts as secretary of the committee
The Committee is responsible for all matters regarding training and education activities of the MIoD aimed at the promotion and achievement of its objectives
54 Nominations and Membership Committee (NMC)The NMC is composed of four directors namely Deva Armoogum (Chairman) Georges Leung Shing Heba Capdevila-Jangeerkhan Aruna Collendavelloo (up to 7 February 2013) and James Benoit (as from 10 April 2013) The CEO is in attendance at the meetings and the Company Secretary acts as secretary of the committeeThe Committee is responsible for all matters concerning membership of the MIoD as outlined in its Constitution and for recommending to the Board candidates to be appointed as directors to the Board as well as all employeesrsquo remuneration
The Committee has a separate set of clear and transparent published procedures and distinct terms of reference for the nomination of directors and for the admission of new members
ldquo2012-3 was an eventful year for the EC
Four meetings were held during the year
Besides the 12 training courses of the
Director Development Programme which
are proposed annually some 24 training
workshops were planned by the MIoD on
several new topics such as Social Media
Skills Running an AGM Marketing for
the Asian Market Marketing Strategy
Effective Company Secretaries Duties
and Rights of Minority Shareholders and
Unfair Competition and Anti-Competitive
Behaviours We helped to build capacity
in the corporate governance field by
sponsoring a lsquotrain the trainersrsquo session
on corporate governance bringing
the number of IFC certified trainers in
corporate governance to 11
Our courses continue to be well attended
with an average of 29 participants per
workshop and we are pleased to report
that the satisfaction rating has remained
above average at 95 The Committee has
worked on the development of a lsquoThought
Leadership Programmersquo in collaboration
with TommorrowToday which will be
launched shortly The Committee has also
contributed to the planning of the second
international conference entitled lsquoAfrica
Rising Governance for Sustainability
The Road Map for Value Creationrsquo which
will take place in Mauritius on the 17-18
October 2013 and has received regular
progress reports from the CEOrdquo James
Benoit ndash Chairman EC
42 Corporate Governance Committee (CGC)The CGC is composed of four directors namely Vaughan Heberden (Chairman) Danielle Lagesse Aurna Collendavelloo (up to 7 February 2013) Catherine Dvorak (as from 10 April 2013) and Jane Valls The Company Secretary acts as secretary of the committeeThe CGC makes recommendations to the Board on all Corporate Governance provisions to be adopted to enhance compliance with prevailing governance principles and practices
5th Anniversary members networking evening
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport26 27
ldquoDuring the year the Nominations and Membership Committee met twice and approved
194 new members Building on the qualitative research conducted by TNS Analysis on
the Associate memberrsquos category we identified new strategies to attract more associate
members which will be implemented in 2013 With regards to nominations as three
directorswillreachtheirtermofofficeatthe2013AnnualMeetingofMembers(AMM)and
following a vacancy which arose on the board during the course of the year as well as one
director who will be stepping down at the AMM the Committee reviewed the composition
of the Board to identify the profiles of prospective directors The nomination notice was
issued on 21 May 2013 to invite members to send their candidature for election at the AMM
scheduled on 25 September 2013rdquo Deva Armoogum ndash Chairman NMC
Attendance at meetings
ARMOOGUM Devapragassen
BENOIT James
CAPDEVILA-JANGEERKHAN Heba1
COLLENDAVELLOO Aruna2
DAY-HOOKOOMSING Patricia1
DINAN Pierre3
DVORAK Catherine
HEBERDEN Vaughan
LAGESSE Danielle
LAMA Ravin
LEUNG SHING Georges
SUDHOO Arjoon3
THOMAS Appalsamy3
VALLS Jane Elizabeth Orde
WOODING Richard
Board
77
57
55
33
45
12
57
57
67
47
77
02
22
77
47
ARC
na
11
na
na
na
na
33
na
na
na
23
11
na
33
02
EC
11
13
na
na
23
na
na
01
44
34
na
na
na
44
14
NMC
22
11
11
na
na
na
na
na
na
na
22
na
11
22
na
CGC
na
na
na
11
na
na
na
22
33
na
na
01
na
33
11
in attendance1 Appointed at AMM held on 26 September 20122 Appointed at AMM held on 26 September 2012 and resigned on 7 February 20133 Resigned at AMM held on 26 September 2012
5Board Performance and Evaluation An evaluation of the Boardrsquos performance is undertaken every year and reviewed with the objective of improving its performance procedures practices and administration and those of its Committees as well as the overall achievement of the Companyrsquos Vision Mission Values and Objectives The last Board Evaluation Report in August 2012 identified the following key area for improvement the need for the Board to become more strategic and less operational As a result 2 half day Board strategy off-sites were held in November 2012 and the Board agenda now focuses on key strategic and important issues first
6 Conflicts of InterestThe Boardrsquos policy on conflicts of interest with which all employees and directors are expected to comply is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
7 Statement of Remuneration PhilosophyThe NMC is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position and at levels which take into account industry and market benchmarks
The Non-Executive Directors are not remunerated for serving on the Board
The total remuneration of the CEO for the year was
Name Remuneration VALLS Jane Elizabeth Orde Rs 3629715
8 Annual Meeting of MembersAs at 30 June 2013 the MIoD had 850 membersThe MIoD communicates to its members through its Annual Report publications newsletters website emails and Annual Members Meeting The key members events held during the year were
10 Internal Control and Risk Management(a) Risk ManagementThe Board is responsible for the process of risk management which incorporates internal control and audit and has delegated its overall responsibility to the ARC The ARC assists the Board in fulfilling its responsibilities by monitoring decisions and processes designed to ensure the integrity of financial reporting and sound systems of internal control and risk management Management is accountable to the Board to establish processes and procedures for identifying evaluating and managing any significant risks faced by the Company
A full risk analysis has been undertaken and a register of key risks has been established and presented to the ARC for the appropriate mitigation actions and decisions to be taken
The key risks identified and which require monitoring are as followsbull reputationbull lossofFoundersandPatronsfundingespeciallyafterthe initial 5 year periodbull technologyfailureanddatalossbull naturaldisastersandbull creditriskattributabletotradereceivables
These risks are being addressed in the following waysbull anethicsriskassessmentwascompletedinAugust2012bull theMIoDCodeofConducthasbeenreviewedbull aWhistleblowingPolicyhasbeenimplementedbull theMIoDhasputinplaceanew3yearbusinessplanto ensure its sustainabilitybull aDisasterRecoveryandBusinessContinuityPlanhasbeen put in place and now needs to be testedbull improveddebtormanagementandregularfollowupbull currentrelianceonfundingbyFoundersandPatronshas been reviewed and a sector analysis undertaken to ensure limited vulnerability to a financial downturn in any one sectorbull 5newPatronshavebeensecuredbull theoriginalFoundersandPatronscontinuedsupporthas been sought and secured andbull ITsecurityhasalsobeenreviewedandimproved
(b) Internal ControlCays Associates was appointed in May 2010 to look after the MIoDrsquos accounts Segregation of duties is ensured for approval of all purchases payments of bills and signing of cheques Cash transactions are limited and receipts are immediately issued A new Pastel software accounting system has been introduced to further improve the management of accounts and debtors
(c) External AuditMoore Stephens was re-appointed as external auditor for the year 2012-3 No non-audit services were rendered by the external auditor
1 Members Networking Evening at the Blue Penny Museum2 Annual Meeting of Members at La Grande Cannelle Domaine les Pailles3 Members Networking Evening at the Maritim Hotel Balaclava4 5th Anniversary event at Angsana Balaclava
31 August 2012
26 September 2012
30 November 2012
17 May 2013
9 Share PriceThe Company is not listed on any stock exchange and share price information is therefore not applicable
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport28 29
11 Corporate Social Responsibility (CSR)The Company is a non-profit organization and is therefore not accountable for CSR contributions The MIoD has however decided this year to implement a corporate social responsibility programme which consists of the offer of pro-bono training on corporate governance to registered non-governmental organisations as well as using its Directorsrsquo Register to conduct pro-bono searches for such organisations
12 EthicsThe Companyrsquos Code of Conduct was reviewed and updated on 15 July 2012 The members of the Company are expected at all times to act in such a way as not to bring themselves or the MIoD into disrepute They are also expected to comply with the Code of Conduct of the MIoD which provides guidance on behaviour to be adopted by the members
The MIoD has this year implemented a Whistleblowing Policy
The Code of Conduct and the Whistleblowing Policy are available on the website of the MIoD
Two of the MIoD team have undertaken Ethics Officer training this year bringing the total number who have undergone this training to three
13 EnvironmentTo support the MIoD in its endeavour to promote corporate sustainability in Mauritius an exercise was undertaken to calculate the MIoDrsquos Ecological Footprint (EF)
Please refer to the sustainability report on pages 29 to 36 for more information on this matter
14 Health and SafetyThe Company complies with health and safety legislations No incidents have been reported during the year
15 Social IssuesThe Company is an equal opportunities employer and considers the welfare and development of its employees to be very important
Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD workshops and events as well as external training for their professional development Team building exercises are held regularly to reinforce team values and teamwork
Please consult our website to know more about our HR policies and practices wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
16 Related Party TransactionsThe MIoD has procured training services from Consultancy Company Limited amongst other service providers since 2011 With the nomination of Mrs Patricia Day-Hookoomsing as a Director of the MIoD in September 2012 such services are now recorded as a related party transaction and disclosed in the Financial Statements in note 13
17 Management AgreementsNo management agreement has been entered into by the Company
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
21 August 2013
1 Report Content and Reporting ParametersThis report marks two significant milestones for the MIoD It is the MIoDrsquos first Integrated Report and it also marks the first time that the GRI framework has been adopted for sustainability reporting by the MIoD These milestones are timely and are squarely aligned with MIoDrsquos position in the market to promote corporate sustainability and to lead by exampleThe integrated report has adopted the G31 guidelines of the Global Reporting Initiative and it reflects MIoDrsquos commitment to provide a transparent and fair review of its strategy performance and activities in 2012-3 to its stakeholders The triple bottom line reporting has endeavoured to provide an open and honest summary of the social economic and environmental impacts stemming from our activities and commitments practices objectives and performance results regarding the management of our impacts The report contains a combination of quantitative and qualitative impactsMIoD has also adopted a learning-by-doing approach to internalise integrated sustainability reporting as a strategic management tool To reflect this approach we have realised this report in the GRI Level C application with the view that MIoD will graduate progressively to higher level reporting over time It is understood that the learning-by-doing approach implies that the processes tools and methodologies applied to identify prioritise and validate report content and reporting parameters will evolve over time Nevertheless the processes tools and methodologies are systemic and have been applied systematically to allow year-on-year comparisons of MIoDrsquos performance This is even more so because MIoD is a relatively young organisation that holds a unique position vis-agrave-vis its stakeholdersWe have used GRI Reporting Standard principles in determining the scope of the report content structure and quality and data calculation and disclosure techniques The content of this report discloses MIoDrsquos performance for the period starting July 1 2012 and ending June 30 2013
2 Report Scope amp BoundaryThe activities of MIoD cover the geographical area of the Republic of Mauritius and most of these activities take place in the island of Mauritius The report boundary is therefore the activities of MIoD in Mauritius In addition to GRIrsquos Sustainability Reporting Guidelines (GRI 31) the report also follows the International Financial Reporting Standards (IFRS) for financial reporting and the Code of Corporate Governance of Mauritius 2004 Boundaries for non-financial data collection are consistent with our financial reporting thus aligning financial environmental and social reporting Since stakeholder inclusiveness is a cross-cutting issue in determining the content and scope of reporting we have attempted to take into consideration the expectations of our stakeholders as well as to quantify or qualify the impacts of our activities on their well-being including present and future considerations and to take remedial actions Our stakeholder engagement processes are discussed below
3 Determining Report ContentGuided by the G31 reporting guidelines and principles and technical protocol the following criteria have been observed in preparing this reportStakeholder inclusivenessStakeholder identification and engagement have been carried out using a combination of three methods namely (1) market knowledge by virtue of being the main organization mandated to foster the development of corporate governance at the level of Boards and upper management in Mauritius (2) value-chain analysis to establish the entire supply chain of MIoDrsquos services including the enabling environment and business providers and (3) on-going surveys with existing and potential members
The stakeholders of the MIoD are set out below
MIoD appreciates the benefits derived from stakeholder engagement and endeavours to maintain close proximity with key stakeholders We carry out membership surveys ethics risk assessments and on-going evaluations of our training programmes to identify and address issues that are relevant to our stakeholders and also to engage our stakeholders in assessing MIoDrsquos performance risks and opportunities For instance the following examples are pertinent
bull MIoDcarriedout43publictrainingworkshopsinvolving1262 participants during the reporting period and each one was accompanied by a written evaluation The response rate across all the courses was close to 90 with a 95 customer satisfaction rate Please refer to page 17 of the Report)bull InJuly2011anEthicsRiskAssessmenthasenabledkeystakeholders to share their views and to highlight the key ethics risks for the MIoD The stakeholders included members MIoD directors suppliers employees media MIoD founders and patrons and MIoD partners The assessment combined questionnaire surveys interviews and focus group discussions and covered the following areas organisational culture financial operational governance conduct and behaviour of individuals relating to or
SUSTAINABILITY REPORT
FOUNDERS AND
PATRONS
DIRECTORS
FORUM amp
AUDIT
COMMITTEE
FORUM
KINDRED
ORGANISATIONS
amp PARTNERS
MEMBERS
THE
BOARD
MANAGEMENT
amp EMPLOYEES
CORPORATE
SECTOR ndash
PRIVATE AND
PUBLIC
POLICY
MAKERS AND
REGULATORS
SUPPLIERS
THE
COMMUNITY
THE
ENVIRONMENT
THE MEDIA
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport30 31
working with MIoD (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull InJuly2012MIoDalsocarriedoutaqualitativesurveyofthemotivations and needs of its Associate Members (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull PeriodiconlineandtelephonicmembersrsquosurveysThelastsurvey was completed in June 2012 and the latest one was completed by the end of June 2013 (a copy of the questionnaire can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull TheMIoDDirectorsForumcomposedofdirectorsfromtheprivate and the public sector acts as an advisory and technical committee to the MIoD and draws on the experience and knowledge of its members to represent the collective view of directors across a broad spectrum of organisations (a list of members of the Directors Forum can be found on page 19 of the Reportbull TheviewsofFoundersandPatronsoftheMIoDwhorepresent a cross section of public and private sector companies in Mauritius are sought in annual individual meetings while regular meetings with partner and kindred organisations provide feedback from these stakeholders andbull ByincorporatingtheimpactsofsuppliersontheEcologicalFootprint of MIoD (please see more in the section on Materiality below) thereby serving as a basis for involving suppliers in the value chain to take remedial actions in partnership with MIoD
Sustainability ContextAs a leading organization promoting corporate sustainability we consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic social and environmental fronts This is important on two counts namely (1) the increasing awareness in the Mauritian public and private sector for mainstreaming the three pillars of sustainable development and (2) the recognition that corporate sustainability can be a significant comparative advantage and differentiation strategy It is worth mentioning here that MIoDrsquos Integrated Report is squarely aligned with the newly adopted Maurice Ile Durable (MID) Policy Strategy and Action Plan of Mauritius especially concerning lsquoenhancing the corporate environment social responsibility and accountabilityrsquo (wwwmidmu ndash accessed 12 July 2013) The sectorial MID Strategy for employmenteconomy specifically refers to the use of GRI as a benchmark for developing a Sustainability Index for publicly listed companies
CompletenessWe have ensured that all the material topics and indicators covered in this report reflect completely the significant economic environmental and social impacts of our activities and enable our stakeholders to assess our performance in 2012-3 effectively
BalanceWe have attempted to present an unbiased picture of our performance by avoiding selections omissions or presentation formats that are reasonably likely to unduly or inappropriately influence the readerrsquos decision or judgment The report provides both favourable and unfavourable results as well as results that can influence the decisions of stakeholders in proportion to their materiality This is a commitment to MIoDrsquos transparency
ComparabilitySince this is the first integrated sustainability report results present the baseline data and information against which comparative performance analysis will be carried out in the future
AccuracyThe different data in this report have been presented both on a qualitative and quantitative basis In any case we have ensured openness in measurements and qualitative analyses while bearing in mind that data would need to be verifiable While the non-financial components of the present report have not been subject to an independent third party audit the processes methodologies and tools for generating and analysing quantitative and qualitative data were adopted because they lend themselves to such audits Where applicable such as in the case of Ecological Footprint analysis discussed below error analysis is provided to deal with uncertainties in measurements
TimelinessThis report will be issued for the purpose of the Annual Meeting of Members on 25 September 2013 It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting This open review process forms an integral part of the learning-by-doing approach
ClarityThis report has been presented in a manner that is understandable accessible and usable by our stakeholders As far as practicable graphics and data tables have been used to present information
ReliabilityInformation and processes used in the preparation of this report have been consistently gathered recorded compiled analysed and disclosed in a way that has been subject to constant examination by a competent internal team together with the help of an external consultancy firm with experience in integrated sustainability reporting using the GRI G31 Reporting Guidelines and Principles
MaterialityAccording to the GRI G31 Guidelines materiality has to be determined by considering the economic environmental and social impacts that cross a threshold in affecting the ability to
meet the needs of the present without compromising the needs of future generations Since the identification of thresholds is not trivial especially when considering long-term impacts or impacts where root causes and their effects are delocalised geographically and across different time horizons the methodology applied by MIoD to gauge materiality is evolving as it strives to better integrate sustainability across its entire spectrum of operations and services The underlying approach is to identify and prioritise those impacts that have a propensity to create preserve or erode economic environmental and social value for itself and its stakeholders In order to be methodological and systematic a combination of approaches has been used to determine materiality and the contents of this reportbull ThelegalrequirementsoftheRepublicofMauritiusInmanyinstances the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts and these thresholds are usually identified because of their materialitybull Adoptionofathoroughriskmanagementprocessthatallowsus to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative The risk management process also makes visible opportunities to better serve our stakeholdersbull Bykeepingacloseproximitywithourstakeholdersasexplained above under lsquoStakeholder Inclusivenessrsquobull IdentificationofinternalissuesthroughmeetingswithMIoDteam members as well as subscribing to continuous learning to better adhere to our policies values strategies targets and risk management processes andbull CarryingoutanEcologicalFootprintanalysisofouroperationsthat cover the impacts of the following (1) food (mainly provided by third parties during delivery of MIoD training) (2) consumables (3) utilities buildings and transport and (4) waste The first Ecological Footprint analysis was carried out for the calendar year 2012 (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage) and its results and recommendations were approved by the MIoDrsquos Board of Directors on 5 December 2012 The time period for the Ecological Footprint analysis has been revised to match the reporting period July 2012-June 2013 and the Footprint updated The analysis has been used to quantify impacts identify impacts of most significance and provide a basis for taking remedial actions across the value chain as discussed in this report Ecological Footprint analysis has been adopted as one way to deal with the difficulties in establishing thresholds for sustainability impacts The Ecological Footprint analysis also captures the ecological impacts of services delivered (except for electricity and primary energy consumption) by third party venues during MIoD training
MIoDrsquos materiality framework is evolving We are confident that the results presented here are sufficiently robust to instil confidence in the quality of the report The integrated Sustainability Report should be read in conjunction with our online resources
Validation is currently essentially an internally orientated process with authorisation by the CEO and Executive Secretary and ultimate approval of the Integrated Report by the Board of Directors
Performance indicators have been chosen for reporting purposes based on three main factors1 Results of the Ecological Footprint Analysis2 Our ability or maturity to respond and3 The opportunity for MIoD to grow and gain advantage from the impacts
The calculation of Performance Indicators has followed the GRI Indicator Protocols GHG emissions arising from the use of electricity has been calculated from the Grid Emission Factor of Mauritius using the methodological tool 07 ndash ie ldquoTool to calculate the emission factor for an electricity system (Version 0300) - proposed by the Clean Development Mechanism for calculating the operating margin (httpcdmunfcccintmethodologiesPAmethodologiestoolsam-tool-07-v300pdf )rdquo GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator (httpwww2icaointencarbonoffsetPagesdefaultaspx)
Re-statements of information are not applicable to MIoDrsquos first Integrated Report
4 Market Position41 Range of Ratios of Standard Entry Level Wage by Gender The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees Entry salaries are based on industry and market benchmarks the entrantrsquos educational level and relevant experience The Board Nominations Committee is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position
The MIoD employs 5 staff excluding the CEO ndash 3 female and 2 male The lowest male basic salary is Rs 28618 and the lowest female basic monthly salary is Rs 14478 There is no official minimum wage in Mauritius in our sector However as per the Ministry of Labour and the National Remuneration Order for Travel Agents and Tour Operators Workers a similar service sector the minimum wages prescribed for comparable jobs are as follows
bull SeniorAccountsClerkRs10306bull AdministrativeClerkRs8717
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport32 33
Based on this methodology the ratio of entry level wage by gender compared to local minimum wage for comparable jobs is 126 for male staff and 117 for female staff The apparent difference between the two ratios does not imply gender bias at MIoD since for any specific position a male or female employee would receive the same remuneration all else being equal
The MIoD is focused on continually developing a workforce that is dedicated motivated and well trained in order to assure the Institutersquos future development and growth as well as providing long term employment for individual employees
To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions A competitive total compensation package includes an effective salary and a benefits plan which aims tobull payafairbasicsalaryforthejobbybenchmarkingagainst similar jobs and similar organisations in Mauritius and taking into consideration internal equity specific job requirements and the skills knowledge and abilities of the employeebull providebasicbenefitsandbull recogniseindividualcontributionthroughtheperformance bonus system
The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation which is normally paid in December and is calculated proportionately to the time of service during the year All employees receive a pay slip and salaries are paid on 26th of each month by standing order
42 Suppliers The MIoD has adopted a lsquoProcurement Policyrsquo to ensure that all procurement activities carried out by the MIoDbull provide best possible valuebull are conducted in a fair objective and transparent mannerbull are compliant with all relevant legislation and any other related policiesbull use best practice in the application of ethical standards andbull are consistent with the MIoDrsquos Vision Mission and Values
The choice of suppliers is influenced by the above mentioned objectives Although environmental benefits are considered as part of the procurement process with due consideration given to all relevant aspects of whole life-cycle costs of products the MIoD does not have a specific policy of preferring locally based suppliers
For some events and where a local capacity gap exists the MIoD has recourse to overseas facilitators to bring best practice to Mauritius
The MIoD intends to assess the geographical spread of its
procurement practices and report on the percentage of procurement budget which is spent on local suppliers in its next financial year At the same time the need to amend the procurement policy to promote local suppliers will also be considered
43 Recruitment Policy Under the Equal Opportunities Act 2008 (lsquoEOArsquo) an employer cannot discriminate against an employeeprospective employee on the basis of the following
The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting recruiting employing appraising promoting or dismissing an employee
Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis the MIoD is committed to a policy of equal opportunities
Its HR Policies amp Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race religion or belief colour sex age national origin disability or sexual orientation The MIoDrsquos HR Policy and Guidelines can be found on the website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepageAll employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines
5 Environmental Performance51 MaterialsThe main consumable materials used by the MIoD are shown in this chart
52 Energy Consumption The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes This amounted to 94113 MJ for the reporting period Also the indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid This was 10386 kWh electric for the reporting year ndash ie 11217 GJ thermal MIoD is not a producer of direct or indirect energiesInitiatives to reduce indirect energy consumption need to be investigated in the coming year This could for example include more energy-efficient lighting technologies A key constraint for the implementation of energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner or manager
53 Water The MIoDrsquos consumption of water includes water delivered by the Central Water Authority water consumed from water fountains and bottled water for training workshops This was 26 m3year for the reporting period
54 Greenhouse Gas Emissions The total CO2 emissions of the MIoD has been estimated at 206 tonnes for the reporting period with direct and indirect emissions contributing 57 and 149 tonnes of CO2 respectively as follows bull IndirectemissionsofCO2 arose from the consumption of electricity and air travel This amounted to 107 tonnes and 42 tonnes of CO2 respectivelybull TotaldirectCO2 emissions related to land transport has been estimated at 57 tonnes of CO2 The estimation is based on the total distance travelled (km) during the reporting year an average fuel efficiency of 12 kmlitre of gasoline and the emission factor of motor gasoline
55 Waste All waste produced by MIoD and related to MIoD activities were sent to the landfill during the reporting period The main sources of waste were paper (350 kg or 035 tonnes) and plastic (37 kg or 0037 tonnes) By virtue of its activities MIoD does not deal with hazardous wastes of any kind
56 Mitigation of Environmental Impacts Following the Ecological Footprint Report undertaken in 2012 three areas were highlighted that needed attention
(i) food (mainly provided by third parties during delivery of MIoD trainings) (ii) consumables and(iii) waste management
In this respect the MIoD has undertaken in the financial year 2013-4 to bull workwithourkeythirdpartyfoodsupplierstoimprovethequality of the food offered during our training sessions especially taking into account the health problems in Mauritian society such as diabetes and to reduce our ecological footprint in this respect We have also engaged the advice of a nutritionistbull reducetheamountofplasticthatwepurchasebothinourownoffice but also through our third party suppliers In this respect we now have a water dispenser delivered to each training venue on the day of our training workshop to avoid the use of plastic bottles for our training sessions The next step is to work with our suppliers to encourage them to adopt this practicebull reducetheamountofpaperandinthisrespectwehaveagreedwith our Board Directors that effective August 2013 that we will no longer use paper but instead adopt appropriate laptop or tablet software for board papers During this year we will also undertake a complete review of our use of paper especially the printing of training manuals and see if we can fully or partially adopt alternative solutions to reduce our footprint The objective over time must be to become paperless We also intend to meet with the Registrar of Companies to lobby for the reduction in printing of Annual Reports and to allow shareholders to receive a soft copy and opt for a hard copy by exceptionbull ensurethatallouroldelectronicgoodssuchasprintersorcomputers are properly recycled using genuine recyclers andbull workwithourlandlordstointroducerecyclingbinsforallthetenants in our building Raffles Tower
57 Total Environmental Protection Expenditure and InvestmentTo date the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its first Integrated Report at a total cost of Rs 150000 The Ecological Footprint calculation is the benchmark for reducing our footprint in the future
6 Social61 Risks Related to Corruption An ethics risk assessment which also covered corruption risks was undertaken in 2011-2 The assessment covered all the activities of the MIoD Thereafter the MIoD Code of Conduct was reviewed and revised to address ethical conduct within the Company and by its members A Whistleblowing Policy has also been implemented The Ethics Risk Assessment Report and the MIoD Whistleblowing Policy can be found on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
2 2
96
Central Water Authority
Water fountains
Bottled water
Total water withdrawal by source
Materials
Hec
tare
(Ha)
1200
1000
800
600
400
200
-
Clot
hes
Fabr
ics -
Cotto
n
Clot
hes
Fabr
ics - W
ool
Clot
hes
Fabr
ics -
Synt
hetic
Leat
her -
Bas
ed P
rodu
cts
Pape
r - B
ased
Pro
duct
s
Met
al -
Base
d Pr
oduc
ts
Plas
tic -
Base
d Pr
oduc
ts
Woo
d - B
ased
Pro
duct
s
Elec
trica
l Equ
ipm
ent
Glass
war
e Po
rcel
ain
Med
icina
l Pro
duct
s
Hygie
ne an
d Cl
eani
ng P
rodu
cts
Ciga
rette
s
Age
Caste
Colour
Creed
Ethnic origin
Impairment
Marital status
Place of origin
Political opinion
Race
Sex
Sexual orientation
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport24 25
ldquoThe Committee met three times during
the financial year 2012-3 Besides
reviewing the companyrsquos accounting
policy and procedures management
accounts the financial statements and
the Annual Report 2012 the Committee
reviewed its own terms of reference The
MIoD thus now requires its lead audit
partner to be rotated every five years
The risk register of the MIoD was also
updated and two new risks ndash debtorsrsquo
collection and credit risks- were added
to the register To give assurance to the
Board and the members that the internal
controls systems of the Company are well
maintained and as best practice we have
decided to commission an audit of the
accounting policies and procedures This
exercise will be conducted in the financial
year 2013-4rdquo Georges Leung Shing ndash
Chairman ARC
ldquoThe Corporate Governance Committee
was active during the last financial year
in its mission to improve the governance
of the MIoD We met thrice during the
year and considered several policies
regarding matters such as human
resources business continuity planning
whistleblowing media interaction
as well as data protection During
the year Ecological Living in Action
was commissioned to undertake the
evaluation of the Institutersquos Ecological
Footprint and the Committee approved
the final report and recommendations
Besides reviewing the non-financial
part of the Annual Report we also
worked on the framework for the first
integrated report issued this year The
Committee also recommended as part
of its corporate social responsibility
programme that the MIoD shall offer pro-
bono training on corporate governance
to registered non-governmental
organisations as well as using its Directors
Register to conduct pro bono searches for
such organisationsrdquo Vaughan Heberden ndash
Chairman GGC
The ARCrsquos main responsibilities are to assist the Board of directors in fulfilling its oversight responsibilities forbull theintegrityoftheCompanyrsquosfinancialstatementsbull theCompanyrsquoscompliancewithlegalandregulatory requirementsbull theindependentauditorrsquosqualificationsindependence and performance bull theeffectivenessoftheCompanyrsquosinternalcontrolsbull thereviewofanyaccountingorauditingconcerns identifiedbull monitoringofdebtorsandbull thereviewoftheriskphilosophystrategyandpolicyand assessment of the quality of the risk management process
53 Education Committee (EC)The EC is composed of six directors namely James Benoit (Chairman) Ravin Lama Danielle Lagesse Patricia Day-Hookoomsing Richard Wooding and Jane Valls The Company Secretary acts as secretary of the committee
The Committee is responsible for all matters regarding training and education activities of the MIoD aimed at the promotion and achievement of its objectives
54 Nominations and Membership Committee (NMC)The NMC is composed of four directors namely Deva Armoogum (Chairman) Georges Leung Shing Heba Capdevila-Jangeerkhan Aruna Collendavelloo (up to 7 February 2013) and James Benoit (as from 10 April 2013) The CEO is in attendance at the meetings and the Company Secretary acts as secretary of the committeeThe Committee is responsible for all matters concerning membership of the MIoD as outlined in its Constitution and for recommending to the Board candidates to be appointed as directors to the Board as well as all employeesrsquo remuneration
The Committee has a separate set of clear and transparent published procedures and distinct terms of reference for the nomination of directors and for the admission of new members
ldquo2012-3 was an eventful year for the EC
Four meetings were held during the year
Besides the 12 training courses of the
Director Development Programme which
are proposed annually some 24 training
workshops were planned by the MIoD on
several new topics such as Social Media
Skills Running an AGM Marketing for
the Asian Market Marketing Strategy
Effective Company Secretaries Duties
and Rights of Minority Shareholders and
Unfair Competition and Anti-Competitive
Behaviours We helped to build capacity
in the corporate governance field by
sponsoring a lsquotrain the trainersrsquo session
on corporate governance bringing
the number of IFC certified trainers in
corporate governance to 11
Our courses continue to be well attended
with an average of 29 participants per
workshop and we are pleased to report
that the satisfaction rating has remained
above average at 95 The Committee has
worked on the development of a lsquoThought
Leadership Programmersquo in collaboration
with TommorrowToday which will be
launched shortly The Committee has also
contributed to the planning of the second
international conference entitled lsquoAfrica
Rising Governance for Sustainability
The Road Map for Value Creationrsquo which
will take place in Mauritius on the 17-18
October 2013 and has received regular
progress reports from the CEOrdquo James
Benoit ndash Chairman EC
42 Corporate Governance Committee (CGC)The CGC is composed of four directors namely Vaughan Heberden (Chairman) Danielle Lagesse Aurna Collendavelloo (up to 7 February 2013) Catherine Dvorak (as from 10 April 2013) and Jane Valls The Company Secretary acts as secretary of the committeeThe CGC makes recommendations to the Board on all Corporate Governance provisions to be adopted to enhance compliance with prevailing governance principles and practices
5th Anniversary members networking evening
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport26 27
ldquoDuring the year the Nominations and Membership Committee met twice and approved
194 new members Building on the qualitative research conducted by TNS Analysis on
the Associate memberrsquos category we identified new strategies to attract more associate
members which will be implemented in 2013 With regards to nominations as three
directorswillreachtheirtermofofficeatthe2013AnnualMeetingofMembers(AMM)and
following a vacancy which arose on the board during the course of the year as well as one
director who will be stepping down at the AMM the Committee reviewed the composition
of the Board to identify the profiles of prospective directors The nomination notice was
issued on 21 May 2013 to invite members to send their candidature for election at the AMM
scheduled on 25 September 2013rdquo Deva Armoogum ndash Chairman NMC
Attendance at meetings
ARMOOGUM Devapragassen
BENOIT James
CAPDEVILA-JANGEERKHAN Heba1
COLLENDAVELLOO Aruna2
DAY-HOOKOOMSING Patricia1
DINAN Pierre3
DVORAK Catherine
HEBERDEN Vaughan
LAGESSE Danielle
LAMA Ravin
LEUNG SHING Georges
SUDHOO Arjoon3
THOMAS Appalsamy3
VALLS Jane Elizabeth Orde
WOODING Richard
Board
77
57
55
33
45
12
57
57
67
47
77
02
22
77
47
ARC
na
11
na
na
na
na
33
na
na
na
23
11
na
33
02
EC
11
13
na
na
23
na
na
01
44
34
na
na
na
44
14
NMC
22
11
11
na
na
na
na
na
na
na
22
na
11
22
na
CGC
na
na
na
11
na
na
na
22
33
na
na
01
na
33
11
in attendance1 Appointed at AMM held on 26 September 20122 Appointed at AMM held on 26 September 2012 and resigned on 7 February 20133 Resigned at AMM held on 26 September 2012
5Board Performance and Evaluation An evaluation of the Boardrsquos performance is undertaken every year and reviewed with the objective of improving its performance procedures practices and administration and those of its Committees as well as the overall achievement of the Companyrsquos Vision Mission Values and Objectives The last Board Evaluation Report in August 2012 identified the following key area for improvement the need for the Board to become more strategic and less operational As a result 2 half day Board strategy off-sites were held in November 2012 and the Board agenda now focuses on key strategic and important issues first
6 Conflicts of InterestThe Boardrsquos policy on conflicts of interest with which all employees and directors are expected to comply is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
7 Statement of Remuneration PhilosophyThe NMC is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position and at levels which take into account industry and market benchmarks
The Non-Executive Directors are not remunerated for serving on the Board
The total remuneration of the CEO for the year was
Name Remuneration VALLS Jane Elizabeth Orde Rs 3629715
8 Annual Meeting of MembersAs at 30 June 2013 the MIoD had 850 membersThe MIoD communicates to its members through its Annual Report publications newsletters website emails and Annual Members Meeting The key members events held during the year were
10 Internal Control and Risk Management(a) Risk ManagementThe Board is responsible for the process of risk management which incorporates internal control and audit and has delegated its overall responsibility to the ARC The ARC assists the Board in fulfilling its responsibilities by monitoring decisions and processes designed to ensure the integrity of financial reporting and sound systems of internal control and risk management Management is accountable to the Board to establish processes and procedures for identifying evaluating and managing any significant risks faced by the Company
A full risk analysis has been undertaken and a register of key risks has been established and presented to the ARC for the appropriate mitigation actions and decisions to be taken
The key risks identified and which require monitoring are as followsbull reputationbull lossofFoundersandPatronsfundingespeciallyafterthe initial 5 year periodbull technologyfailureanddatalossbull naturaldisastersandbull creditriskattributabletotradereceivables
These risks are being addressed in the following waysbull anethicsriskassessmentwascompletedinAugust2012bull theMIoDCodeofConducthasbeenreviewedbull aWhistleblowingPolicyhasbeenimplementedbull theMIoDhasputinplaceanew3yearbusinessplanto ensure its sustainabilitybull aDisasterRecoveryandBusinessContinuityPlanhasbeen put in place and now needs to be testedbull improveddebtormanagementandregularfollowupbull currentrelianceonfundingbyFoundersandPatronshas been reviewed and a sector analysis undertaken to ensure limited vulnerability to a financial downturn in any one sectorbull 5newPatronshavebeensecuredbull theoriginalFoundersandPatronscontinuedsupporthas been sought and secured andbull ITsecurityhasalsobeenreviewedandimproved
(b) Internal ControlCays Associates was appointed in May 2010 to look after the MIoDrsquos accounts Segregation of duties is ensured for approval of all purchases payments of bills and signing of cheques Cash transactions are limited and receipts are immediately issued A new Pastel software accounting system has been introduced to further improve the management of accounts and debtors
(c) External AuditMoore Stephens was re-appointed as external auditor for the year 2012-3 No non-audit services were rendered by the external auditor
1 Members Networking Evening at the Blue Penny Museum2 Annual Meeting of Members at La Grande Cannelle Domaine les Pailles3 Members Networking Evening at the Maritim Hotel Balaclava4 5th Anniversary event at Angsana Balaclava
31 August 2012
26 September 2012
30 November 2012
17 May 2013
9 Share PriceThe Company is not listed on any stock exchange and share price information is therefore not applicable
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport28 29
11 Corporate Social Responsibility (CSR)The Company is a non-profit organization and is therefore not accountable for CSR contributions The MIoD has however decided this year to implement a corporate social responsibility programme which consists of the offer of pro-bono training on corporate governance to registered non-governmental organisations as well as using its Directorsrsquo Register to conduct pro-bono searches for such organisations
12 EthicsThe Companyrsquos Code of Conduct was reviewed and updated on 15 July 2012 The members of the Company are expected at all times to act in such a way as not to bring themselves or the MIoD into disrepute They are also expected to comply with the Code of Conduct of the MIoD which provides guidance on behaviour to be adopted by the members
The MIoD has this year implemented a Whistleblowing Policy
The Code of Conduct and the Whistleblowing Policy are available on the website of the MIoD
Two of the MIoD team have undertaken Ethics Officer training this year bringing the total number who have undergone this training to three
13 EnvironmentTo support the MIoD in its endeavour to promote corporate sustainability in Mauritius an exercise was undertaken to calculate the MIoDrsquos Ecological Footprint (EF)
Please refer to the sustainability report on pages 29 to 36 for more information on this matter
14 Health and SafetyThe Company complies with health and safety legislations No incidents have been reported during the year
15 Social IssuesThe Company is an equal opportunities employer and considers the welfare and development of its employees to be very important
Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD workshops and events as well as external training for their professional development Team building exercises are held regularly to reinforce team values and teamwork
Please consult our website to know more about our HR policies and practices wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
16 Related Party TransactionsThe MIoD has procured training services from Consultancy Company Limited amongst other service providers since 2011 With the nomination of Mrs Patricia Day-Hookoomsing as a Director of the MIoD in September 2012 such services are now recorded as a related party transaction and disclosed in the Financial Statements in note 13
17 Management AgreementsNo management agreement has been entered into by the Company
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
21 August 2013
1 Report Content and Reporting ParametersThis report marks two significant milestones for the MIoD It is the MIoDrsquos first Integrated Report and it also marks the first time that the GRI framework has been adopted for sustainability reporting by the MIoD These milestones are timely and are squarely aligned with MIoDrsquos position in the market to promote corporate sustainability and to lead by exampleThe integrated report has adopted the G31 guidelines of the Global Reporting Initiative and it reflects MIoDrsquos commitment to provide a transparent and fair review of its strategy performance and activities in 2012-3 to its stakeholders The triple bottom line reporting has endeavoured to provide an open and honest summary of the social economic and environmental impacts stemming from our activities and commitments practices objectives and performance results regarding the management of our impacts The report contains a combination of quantitative and qualitative impactsMIoD has also adopted a learning-by-doing approach to internalise integrated sustainability reporting as a strategic management tool To reflect this approach we have realised this report in the GRI Level C application with the view that MIoD will graduate progressively to higher level reporting over time It is understood that the learning-by-doing approach implies that the processes tools and methodologies applied to identify prioritise and validate report content and reporting parameters will evolve over time Nevertheless the processes tools and methodologies are systemic and have been applied systematically to allow year-on-year comparisons of MIoDrsquos performance This is even more so because MIoD is a relatively young organisation that holds a unique position vis-agrave-vis its stakeholdersWe have used GRI Reporting Standard principles in determining the scope of the report content structure and quality and data calculation and disclosure techniques The content of this report discloses MIoDrsquos performance for the period starting July 1 2012 and ending June 30 2013
2 Report Scope amp BoundaryThe activities of MIoD cover the geographical area of the Republic of Mauritius and most of these activities take place in the island of Mauritius The report boundary is therefore the activities of MIoD in Mauritius In addition to GRIrsquos Sustainability Reporting Guidelines (GRI 31) the report also follows the International Financial Reporting Standards (IFRS) for financial reporting and the Code of Corporate Governance of Mauritius 2004 Boundaries for non-financial data collection are consistent with our financial reporting thus aligning financial environmental and social reporting Since stakeholder inclusiveness is a cross-cutting issue in determining the content and scope of reporting we have attempted to take into consideration the expectations of our stakeholders as well as to quantify or qualify the impacts of our activities on their well-being including present and future considerations and to take remedial actions Our stakeholder engagement processes are discussed below
3 Determining Report ContentGuided by the G31 reporting guidelines and principles and technical protocol the following criteria have been observed in preparing this reportStakeholder inclusivenessStakeholder identification and engagement have been carried out using a combination of three methods namely (1) market knowledge by virtue of being the main organization mandated to foster the development of corporate governance at the level of Boards and upper management in Mauritius (2) value-chain analysis to establish the entire supply chain of MIoDrsquos services including the enabling environment and business providers and (3) on-going surveys with existing and potential members
The stakeholders of the MIoD are set out below
MIoD appreciates the benefits derived from stakeholder engagement and endeavours to maintain close proximity with key stakeholders We carry out membership surveys ethics risk assessments and on-going evaluations of our training programmes to identify and address issues that are relevant to our stakeholders and also to engage our stakeholders in assessing MIoDrsquos performance risks and opportunities For instance the following examples are pertinent
bull MIoDcarriedout43publictrainingworkshopsinvolving1262 participants during the reporting period and each one was accompanied by a written evaluation The response rate across all the courses was close to 90 with a 95 customer satisfaction rate Please refer to page 17 of the Report)bull InJuly2011anEthicsRiskAssessmenthasenabledkeystakeholders to share their views and to highlight the key ethics risks for the MIoD The stakeholders included members MIoD directors suppliers employees media MIoD founders and patrons and MIoD partners The assessment combined questionnaire surveys interviews and focus group discussions and covered the following areas organisational culture financial operational governance conduct and behaviour of individuals relating to or
SUSTAINABILITY REPORT
FOUNDERS AND
PATRONS
DIRECTORS
FORUM amp
AUDIT
COMMITTEE
FORUM
KINDRED
ORGANISATIONS
amp PARTNERS
MEMBERS
THE
BOARD
MANAGEMENT
amp EMPLOYEES
CORPORATE
SECTOR ndash
PRIVATE AND
PUBLIC
POLICY
MAKERS AND
REGULATORS
SUPPLIERS
THE
COMMUNITY
THE
ENVIRONMENT
THE MEDIA
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport30 31
working with MIoD (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull InJuly2012MIoDalsocarriedoutaqualitativesurveyofthemotivations and needs of its Associate Members (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull PeriodiconlineandtelephonicmembersrsquosurveysThelastsurvey was completed in June 2012 and the latest one was completed by the end of June 2013 (a copy of the questionnaire can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull TheMIoDDirectorsForumcomposedofdirectorsfromtheprivate and the public sector acts as an advisory and technical committee to the MIoD and draws on the experience and knowledge of its members to represent the collective view of directors across a broad spectrum of organisations (a list of members of the Directors Forum can be found on page 19 of the Reportbull TheviewsofFoundersandPatronsoftheMIoDwhorepresent a cross section of public and private sector companies in Mauritius are sought in annual individual meetings while regular meetings with partner and kindred organisations provide feedback from these stakeholders andbull ByincorporatingtheimpactsofsuppliersontheEcologicalFootprint of MIoD (please see more in the section on Materiality below) thereby serving as a basis for involving suppliers in the value chain to take remedial actions in partnership with MIoD
Sustainability ContextAs a leading organization promoting corporate sustainability we consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic social and environmental fronts This is important on two counts namely (1) the increasing awareness in the Mauritian public and private sector for mainstreaming the three pillars of sustainable development and (2) the recognition that corporate sustainability can be a significant comparative advantage and differentiation strategy It is worth mentioning here that MIoDrsquos Integrated Report is squarely aligned with the newly adopted Maurice Ile Durable (MID) Policy Strategy and Action Plan of Mauritius especially concerning lsquoenhancing the corporate environment social responsibility and accountabilityrsquo (wwwmidmu ndash accessed 12 July 2013) The sectorial MID Strategy for employmenteconomy specifically refers to the use of GRI as a benchmark for developing a Sustainability Index for publicly listed companies
CompletenessWe have ensured that all the material topics and indicators covered in this report reflect completely the significant economic environmental and social impacts of our activities and enable our stakeholders to assess our performance in 2012-3 effectively
BalanceWe have attempted to present an unbiased picture of our performance by avoiding selections omissions or presentation formats that are reasonably likely to unduly or inappropriately influence the readerrsquos decision or judgment The report provides both favourable and unfavourable results as well as results that can influence the decisions of stakeholders in proportion to their materiality This is a commitment to MIoDrsquos transparency
ComparabilitySince this is the first integrated sustainability report results present the baseline data and information against which comparative performance analysis will be carried out in the future
AccuracyThe different data in this report have been presented both on a qualitative and quantitative basis In any case we have ensured openness in measurements and qualitative analyses while bearing in mind that data would need to be verifiable While the non-financial components of the present report have not been subject to an independent third party audit the processes methodologies and tools for generating and analysing quantitative and qualitative data were adopted because they lend themselves to such audits Where applicable such as in the case of Ecological Footprint analysis discussed below error analysis is provided to deal with uncertainties in measurements
TimelinessThis report will be issued for the purpose of the Annual Meeting of Members on 25 September 2013 It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting This open review process forms an integral part of the learning-by-doing approach
ClarityThis report has been presented in a manner that is understandable accessible and usable by our stakeholders As far as practicable graphics and data tables have been used to present information
ReliabilityInformation and processes used in the preparation of this report have been consistently gathered recorded compiled analysed and disclosed in a way that has been subject to constant examination by a competent internal team together with the help of an external consultancy firm with experience in integrated sustainability reporting using the GRI G31 Reporting Guidelines and Principles
MaterialityAccording to the GRI G31 Guidelines materiality has to be determined by considering the economic environmental and social impacts that cross a threshold in affecting the ability to
meet the needs of the present without compromising the needs of future generations Since the identification of thresholds is not trivial especially when considering long-term impacts or impacts where root causes and their effects are delocalised geographically and across different time horizons the methodology applied by MIoD to gauge materiality is evolving as it strives to better integrate sustainability across its entire spectrum of operations and services The underlying approach is to identify and prioritise those impacts that have a propensity to create preserve or erode economic environmental and social value for itself and its stakeholders In order to be methodological and systematic a combination of approaches has been used to determine materiality and the contents of this reportbull ThelegalrequirementsoftheRepublicofMauritiusInmanyinstances the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts and these thresholds are usually identified because of their materialitybull Adoptionofathoroughriskmanagementprocessthatallowsus to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative The risk management process also makes visible opportunities to better serve our stakeholdersbull Bykeepingacloseproximitywithourstakeholdersasexplained above under lsquoStakeholder Inclusivenessrsquobull IdentificationofinternalissuesthroughmeetingswithMIoDteam members as well as subscribing to continuous learning to better adhere to our policies values strategies targets and risk management processes andbull CarryingoutanEcologicalFootprintanalysisofouroperationsthat cover the impacts of the following (1) food (mainly provided by third parties during delivery of MIoD training) (2) consumables (3) utilities buildings and transport and (4) waste The first Ecological Footprint analysis was carried out for the calendar year 2012 (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage) and its results and recommendations were approved by the MIoDrsquos Board of Directors on 5 December 2012 The time period for the Ecological Footprint analysis has been revised to match the reporting period July 2012-June 2013 and the Footprint updated The analysis has been used to quantify impacts identify impacts of most significance and provide a basis for taking remedial actions across the value chain as discussed in this report Ecological Footprint analysis has been adopted as one way to deal with the difficulties in establishing thresholds for sustainability impacts The Ecological Footprint analysis also captures the ecological impacts of services delivered (except for electricity and primary energy consumption) by third party venues during MIoD training
MIoDrsquos materiality framework is evolving We are confident that the results presented here are sufficiently robust to instil confidence in the quality of the report The integrated Sustainability Report should be read in conjunction with our online resources
Validation is currently essentially an internally orientated process with authorisation by the CEO and Executive Secretary and ultimate approval of the Integrated Report by the Board of Directors
Performance indicators have been chosen for reporting purposes based on three main factors1 Results of the Ecological Footprint Analysis2 Our ability or maturity to respond and3 The opportunity for MIoD to grow and gain advantage from the impacts
The calculation of Performance Indicators has followed the GRI Indicator Protocols GHG emissions arising from the use of electricity has been calculated from the Grid Emission Factor of Mauritius using the methodological tool 07 ndash ie ldquoTool to calculate the emission factor for an electricity system (Version 0300) - proposed by the Clean Development Mechanism for calculating the operating margin (httpcdmunfcccintmethodologiesPAmethodologiestoolsam-tool-07-v300pdf )rdquo GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator (httpwww2icaointencarbonoffsetPagesdefaultaspx)
Re-statements of information are not applicable to MIoDrsquos first Integrated Report
4 Market Position41 Range of Ratios of Standard Entry Level Wage by Gender The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees Entry salaries are based on industry and market benchmarks the entrantrsquos educational level and relevant experience The Board Nominations Committee is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position
The MIoD employs 5 staff excluding the CEO ndash 3 female and 2 male The lowest male basic salary is Rs 28618 and the lowest female basic monthly salary is Rs 14478 There is no official minimum wage in Mauritius in our sector However as per the Ministry of Labour and the National Remuneration Order for Travel Agents and Tour Operators Workers a similar service sector the minimum wages prescribed for comparable jobs are as follows
bull SeniorAccountsClerkRs10306bull AdministrativeClerkRs8717
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport32 33
Based on this methodology the ratio of entry level wage by gender compared to local minimum wage for comparable jobs is 126 for male staff and 117 for female staff The apparent difference between the two ratios does not imply gender bias at MIoD since for any specific position a male or female employee would receive the same remuneration all else being equal
The MIoD is focused on continually developing a workforce that is dedicated motivated and well trained in order to assure the Institutersquos future development and growth as well as providing long term employment for individual employees
To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions A competitive total compensation package includes an effective salary and a benefits plan which aims tobull payafairbasicsalaryforthejobbybenchmarkingagainst similar jobs and similar organisations in Mauritius and taking into consideration internal equity specific job requirements and the skills knowledge and abilities of the employeebull providebasicbenefitsandbull recogniseindividualcontributionthroughtheperformance bonus system
The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation which is normally paid in December and is calculated proportionately to the time of service during the year All employees receive a pay slip and salaries are paid on 26th of each month by standing order
42 Suppliers The MIoD has adopted a lsquoProcurement Policyrsquo to ensure that all procurement activities carried out by the MIoDbull provide best possible valuebull are conducted in a fair objective and transparent mannerbull are compliant with all relevant legislation and any other related policiesbull use best practice in the application of ethical standards andbull are consistent with the MIoDrsquos Vision Mission and Values
The choice of suppliers is influenced by the above mentioned objectives Although environmental benefits are considered as part of the procurement process with due consideration given to all relevant aspects of whole life-cycle costs of products the MIoD does not have a specific policy of preferring locally based suppliers
For some events and where a local capacity gap exists the MIoD has recourse to overseas facilitators to bring best practice to Mauritius
The MIoD intends to assess the geographical spread of its
procurement practices and report on the percentage of procurement budget which is spent on local suppliers in its next financial year At the same time the need to amend the procurement policy to promote local suppliers will also be considered
43 Recruitment Policy Under the Equal Opportunities Act 2008 (lsquoEOArsquo) an employer cannot discriminate against an employeeprospective employee on the basis of the following
The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting recruiting employing appraising promoting or dismissing an employee
Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis the MIoD is committed to a policy of equal opportunities
Its HR Policies amp Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race religion or belief colour sex age national origin disability or sexual orientation The MIoDrsquos HR Policy and Guidelines can be found on the website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepageAll employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines
5 Environmental Performance51 MaterialsThe main consumable materials used by the MIoD are shown in this chart
52 Energy Consumption The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes This amounted to 94113 MJ for the reporting period Also the indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid This was 10386 kWh electric for the reporting year ndash ie 11217 GJ thermal MIoD is not a producer of direct or indirect energiesInitiatives to reduce indirect energy consumption need to be investigated in the coming year This could for example include more energy-efficient lighting technologies A key constraint for the implementation of energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner or manager
53 Water The MIoDrsquos consumption of water includes water delivered by the Central Water Authority water consumed from water fountains and bottled water for training workshops This was 26 m3year for the reporting period
54 Greenhouse Gas Emissions The total CO2 emissions of the MIoD has been estimated at 206 tonnes for the reporting period with direct and indirect emissions contributing 57 and 149 tonnes of CO2 respectively as follows bull IndirectemissionsofCO2 arose from the consumption of electricity and air travel This amounted to 107 tonnes and 42 tonnes of CO2 respectivelybull TotaldirectCO2 emissions related to land transport has been estimated at 57 tonnes of CO2 The estimation is based on the total distance travelled (km) during the reporting year an average fuel efficiency of 12 kmlitre of gasoline and the emission factor of motor gasoline
55 Waste All waste produced by MIoD and related to MIoD activities were sent to the landfill during the reporting period The main sources of waste were paper (350 kg or 035 tonnes) and plastic (37 kg or 0037 tonnes) By virtue of its activities MIoD does not deal with hazardous wastes of any kind
56 Mitigation of Environmental Impacts Following the Ecological Footprint Report undertaken in 2012 three areas were highlighted that needed attention
(i) food (mainly provided by third parties during delivery of MIoD trainings) (ii) consumables and(iii) waste management
In this respect the MIoD has undertaken in the financial year 2013-4 to bull workwithourkeythirdpartyfoodsupplierstoimprovethequality of the food offered during our training sessions especially taking into account the health problems in Mauritian society such as diabetes and to reduce our ecological footprint in this respect We have also engaged the advice of a nutritionistbull reducetheamountofplasticthatwepurchasebothinourownoffice but also through our third party suppliers In this respect we now have a water dispenser delivered to each training venue on the day of our training workshop to avoid the use of plastic bottles for our training sessions The next step is to work with our suppliers to encourage them to adopt this practicebull reducetheamountofpaperandinthisrespectwehaveagreedwith our Board Directors that effective August 2013 that we will no longer use paper but instead adopt appropriate laptop or tablet software for board papers During this year we will also undertake a complete review of our use of paper especially the printing of training manuals and see if we can fully or partially adopt alternative solutions to reduce our footprint The objective over time must be to become paperless We also intend to meet with the Registrar of Companies to lobby for the reduction in printing of Annual Reports and to allow shareholders to receive a soft copy and opt for a hard copy by exceptionbull ensurethatallouroldelectronicgoodssuchasprintersorcomputers are properly recycled using genuine recyclers andbull workwithourlandlordstointroducerecyclingbinsforallthetenants in our building Raffles Tower
57 Total Environmental Protection Expenditure and InvestmentTo date the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its first Integrated Report at a total cost of Rs 150000 The Ecological Footprint calculation is the benchmark for reducing our footprint in the future
6 Social61 Risks Related to Corruption An ethics risk assessment which also covered corruption risks was undertaken in 2011-2 The assessment covered all the activities of the MIoD Thereafter the MIoD Code of Conduct was reviewed and revised to address ethical conduct within the Company and by its members A Whistleblowing Policy has also been implemented The Ethics Risk Assessment Report and the MIoD Whistleblowing Policy can be found on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
2 2
96
Central Water Authority
Water fountains
Bottled water
Total water withdrawal by source
Materials
Hec
tare
(Ha)
1200
1000
800
600
400
200
-
Clot
hes
Fabr
ics -
Cotto
n
Clot
hes
Fabr
ics - W
ool
Clot
hes
Fabr
ics -
Synt
hetic
Leat
her -
Bas
ed P
rodu
cts
Pape
r - B
ased
Pro
duct
s
Met
al -
Base
d Pr
oduc
ts
Plas
tic -
Base
d Pr
oduc
ts
Woo
d - B
ased
Pro
duct
s
Elec
trica
l Equ
ipm
ent
Glass
war
e Po
rcel
ain
Med
icina
l Pro
duct
s
Hygie
ne an
d Cl
eani
ng P
rodu
cts
Ciga
rette
s
Age
Caste
Colour
Creed
Ethnic origin
Impairment
Marital status
Place of origin
Political opinion
Race
Sex
Sexual orientation
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport26 27
ldquoDuring the year the Nominations and Membership Committee met twice and approved
194 new members Building on the qualitative research conducted by TNS Analysis on
the Associate memberrsquos category we identified new strategies to attract more associate
members which will be implemented in 2013 With regards to nominations as three
directorswillreachtheirtermofofficeatthe2013AnnualMeetingofMembers(AMM)and
following a vacancy which arose on the board during the course of the year as well as one
director who will be stepping down at the AMM the Committee reviewed the composition
of the Board to identify the profiles of prospective directors The nomination notice was
issued on 21 May 2013 to invite members to send their candidature for election at the AMM
scheduled on 25 September 2013rdquo Deva Armoogum ndash Chairman NMC
Attendance at meetings
ARMOOGUM Devapragassen
BENOIT James
CAPDEVILA-JANGEERKHAN Heba1
COLLENDAVELLOO Aruna2
DAY-HOOKOOMSING Patricia1
DINAN Pierre3
DVORAK Catherine
HEBERDEN Vaughan
LAGESSE Danielle
LAMA Ravin
LEUNG SHING Georges
SUDHOO Arjoon3
THOMAS Appalsamy3
VALLS Jane Elizabeth Orde
WOODING Richard
Board
77
57
55
33
45
12
57
57
67
47
77
02
22
77
47
ARC
na
11
na
na
na
na
33
na
na
na
23
11
na
33
02
EC
11
13
na
na
23
na
na
01
44
34
na
na
na
44
14
NMC
22
11
11
na
na
na
na
na
na
na
22
na
11
22
na
CGC
na
na
na
11
na
na
na
22
33
na
na
01
na
33
11
in attendance1 Appointed at AMM held on 26 September 20122 Appointed at AMM held on 26 September 2012 and resigned on 7 February 20133 Resigned at AMM held on 26 September 2012
5Board Performance and Evaluation An evaluation of the Boardrsquos performance is undertaken every year and reviewed with the objective of improving its performance procedures practices and administration and those of its Committees as well as the overall achievement of the Companyrsquos Vision Mission Values and Objectives The last Board Evaluation Report in August 2012 identified the following key area for improvement the need for the Board to become more strategic and less operational As a result 2 half day Board strategy off-sites were held in November 2012 and the Board agenda now focuses on key strategic and important issues first
6 Conflicts of InterestThe Boardrsquos policy on conflicts of interest with which all employees and directors are expected to comply is available on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
7 Statement of Remuneration PhilosophyThe NMC is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position and at levels which take into account industry and market benchmarks
The Non-Executive Directors are not remunerated for serving on the Board
The total remuneration of the CEO for the year was
Name Remuneration VALLS Jane Elizabeth Orde Rs 3629715
8 Annual Meeting of MembersAs at 30 June 2013 the MIoD had 850 membersThe MIoD communicates to its members through its Annual Report publications newsletters website emails and Annual Members Meeting The key members events held during the year were
10 Internal Control and Risk Management(a) Risk ManagementThe Board is responsible for the process of risk management which incorporates internal control and audit and has delegated its overall responsibility to the ARC The ARC assists the Board in fulfilling its responsibilities by monitoring decisions and processes designed to ensure the integrity of financial reporting and sound systems of internal control and risk management Management is accountable to the Board to establish processes and procedures for identifying evaluating and managing any significant risks faced by the Company
A full risk analysis has been undertaken and a register of key risks has been established and presented to the ARC for the appropriate mitigation actions and decisions to be taken
The key risks identified and which require monitoring are as followsbull reputationbull lossofFoundersandPatronsfundingespeciallyafterthe initial 5 year periodbull technologyfailureanddatalossbull naturaldisastersandbull creditriskattributabletotradereceivables
These risks are being addressed in the following waysbull anethicsriskassessmentwascompletedinAugust2012bull theMIoDCodeofConducthasbeenreviewedbull aWhistleblowingPolicyhasbeenimplementedbull theMIoDhasputinplaceanew3yearbusinessplanto ensure its sustainabilitybull aDisasterRecoveryandBusinessContinuityPlanhasbeen put in place and now needs to be testedbull improveddebtormanagementandregularfollowupbull currentrelianceonfundingbyFoundersandPatronshas been reviewed and a sector analysis undertaken to ensure limited vulnerability to a financial downturn in any one sectorbull 5newPatronshavebeensecuredbull theoriginalFoundersandPatronscontinuedsupporthas been sought and secured andbull ITsecurityhasalsobeenreviewedandimproved
(b) Internal ControlCays Associates was appointed in May 2010 to look after the MIoDrsquos accounts Segregation of duties is ensured for approval of all purchases payments of bills and signing of cheques Cash transactions are limited and receipts are immediately issued A new Pastel software accounting system has been introduced to further improve the management of accounts and debtors
(c) External AuditMoore Stephens was re-appointed as external auditor for the year 2012-3 No non-audit services were rendered by the external auditor
1 Members Networking Evening at the Blue Penny Museum2 Annual Meeting of Members at La Grande Cannelle Domaine les Pailles3 Members Networking Evening at the Maritim Hotel Balaclava4 5th Anniversary event at Angsana Balaclava
31 August 2012
26 September 2012
30 November 2012
17 May 2013
9 Share PriceThe Company is not listed on any stock exchange and share price information is therefore not applicable
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport28 29
11 Corporate Social Responsibility (CSR)The Company is a non-profit organization and is therefore not accountable for CSR contributions The MIoD has however decided this year to implement a corporate social responsibility programme which consists of the offer of pro-bono training on corporate governance to registered non-governmental organisations as well as using its Directorsrsquo Register to conduct pro-bono searches for such organisations
12 EthicsThe Companyrsquos Code of Conduct was reviewed and updated on 15 July 2012 The members of the Company are expected at all times to act in such a way as not to bring themselves or the MIoD into disrepute They are also expected to comply with the Code of Conduct of the MIoD which provides guidance on behaviour to be adopted by the members
The MIoD has this year implemented a Whistleblowing Policy
The Code of Conduct and the Whistleblowing Policy are available on the website of the MIoD
Two of the MIoD team have undertaken Ethics Officer training this year bringing the total number who have undergone this training to three
13 EnvironmentTo support the MIoD in its endeavour to promote corporate sustainability in Mauritius an exercise was undertaken to calculate the MIoDrsquos Ecological Footprint (EF)
Please refer to the sustainability report on pages 29 to 36 for more information on this matter
14 Health and SafetyThe Company complies with health and safety legislations No incidents have been reported during the year
15 Social IssuesThe Company is an equal opportunities employer and considers the welfare and development of its employees to be very important
Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD workshops and events as well as external training for their professional development Team building exercises are held regularly to reinforce team values and teamwork
Please consult our website to know more about our HR policies and practices wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
16 Related Party TransactionsThe MIoD has procured training services from Consultancy Company Limited amongst other service providers since 2011 With the nomination of Mrs Patricia Day-Hookoomsing as a Director of the MIoD in September 2012 such services are now recorded as a related party transaction and disclosed in the Financial Statements in note 13
17 Management AgreementsNo management agreement has been entered into by the Company
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
21 August 2013
1 Report Content and Reporting ParametersThis report marks two significant milestones for the MIoD It is the MIoDrsquos first Integrated Report and it also marks the first time that the GRI framework has been adopted for sustainability reporting by the MIoD These milestones are timely and are squarely aligned with MIoDrsquos position in the market to promote corporate sustainability and to lead by exampleThe integrated report has adopted the G31 guidelines of the Global Reporting Initiative and it reflects MIoDrsquos commitment to provide a transparent and fair review of its strategy performance and activities in 2012-3 to its stakeholders The triple bottom line reporting has endeavoured to provide an open and honest summary of the social economic and environmental impacts stemming from our activities and commitments practices objectives and performance results regarding the management of our impacts The report contains a combination of quantitative and qualitative impactsMIoD has also adopted a learning-by-doing approach to internalise integrated sustainability reporting as a strategic management tool To reflect this approach we have realised this report in the GRI Level C application with the view that MIoD will graduate progressively to higher level reporting over time It is understood that the learning-by-doing approach implies that the processes tools and methodologies applied to identify prioritise and validate report content and reporting parameters will evolve over time Nevertheless the processes tools and methodologies are systemic and have been applied systematically to allow year-on-year comparisons of MIoDrsquos performance This is even more so because MIoD is a relatively young organisation that holds a unique position vis-agrave-vis its stakeholdersWe have used GRI Reporting Standard principles in determining the scope of the report content structure and quality and data calculation and disclosure techniques The content of this report discloses MIoDrsquos performance for the period starting July 1 2012 and ending June 30 2013
2 Report Scope amp BoundaryThe activities of MIoD cover the geographical area of the Republic of Mauritius and most of these activities take place in the island of Mauritius The report boundary is therefore the activities of MIoD in Mauritius In addition to GRIrsquos Sustainability Reporting Guidelines (GRI 31) the report also follows the International Financial Reporting Standards (IFRS) for financial reporting and the Code of Corporate Governance of Mauritius 2004 Boundaries for non-financial data collection are consistent with our financial reporting thus aligning financial environmental and social reporting Since stakeholder inclusiveness is a cross-cutting issue in determining the content and scope of reporting we have attempted to take into consideration the expectations of our stakeholders as well as to quantify or qualify the impacts of our activities on their well-being including present and future considerations and to take remedial actions Our stakeholder engagement processes are discussed below
3 Determining Report ContentGuided by the G31 reporting guidelines and principles and technical protocol the following criteria have been observed in preparing this reportStakeholder inclusivenessStakeholder identification and engagement have been carried out using a combination of three methods namely (1) market knowledge by virtue of being the main organization mandated to foster the development of corporate governance at the level of Boards and upper management in Mauritius (2) value-chain analysis to establish the entire supply chain of MIoDrsquos services including the enabling environment and business providers and (3) on-going surveys with existing and potential members
The stakeholders of the MIoD are set out below
MIoD appreciates the benefits derived from stakeholder engagement and endeavours to maintain close proximity with key stakeholders We carry out membership surveys ethics risk assessments and on-going evaluations of our training programmes to identify and address issues that are relevant to our stakeholders and also to engage our stakeholders in assessing MIoDrsquos performance risks and opportunities For instance the following examples are pertinent
bull MIoDcarriedout43publictrainingworkshopsinvolving1262 participants during the reporting period and each one was accompanied by a written evaluation The response rate across all the courses was close to 90 with a 95 customer satisfaction rate Please refer to page 17 of the Report)bull InJuly2011anEthicsRiskAssessmenthasenabledkeystakeholders to share their views and to highlight the key ethics risks for the MIoD The stakeholders included members MIoD directors suppliers employees media MIoD founders and patrons and MIoD partners The assessment combined questionnaire surveys interviews and focus group discussions and covered the following areas organisational culture financial operational governance conduct and behaviour of individuals relating to or
SUSTAINABILITY REPORT
FOUNDERS AND
PATRONS
DIRECTORS
FORUM amp
AUDIT
COMMITTEE
FORUM
KINDRED
ORGANISATIONS
amp PARTNERS
MEMBERS
THE
BOARD
MANAGEMENT
amp EMPLOYEES
CORPORATE
SECTOR ndash
PRIVATE AND
PUBLIC
POLICY
MAKERS AND
REGULATORS
SUPPLIERS
THE
COMMUNITY
THE
ENVIRONMENT
THE MEDIA
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport30 31
working with MIoD (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull InJuly2012MIoDalsocarriedoutaqualitativesurveyofthemotivations and needs of its Associate Members (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull PeriodiconlineandtelephonicmembersrsquosurveysThelastsurvey was completed in June 2012 and the latest one was completed by the end of June 2013 (a copy of the questionnaire can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull TheMIoDDirectorsForumcomposedofdirectorsfromtheprivate and the public sector acts as an advisory and technical committee to the MIoD and draws on the experience and knowledge of its members to represent the collective view of directors across a broad spectrum of organisations (a list of members of the Directors Forum can be found on page 19 of the Reportbull TheviewsofFoundersandPatronsoftheMIoDwhorepresent a cross section of public and private sector companies in Mauritius are sought in annual individual meetings while regular meetings with partner and kindred organisations provide feedback from these stakeholders andbull ByincorporatingtheimpactsofsuppliersontheEcologicalFootprint of MIoD (please see more in the section on Materiality below) thereby serving as a basis for involving suppliers in the value chain to take remedial actions in partnership with MIoD
Sustainability ContextAs a leading organization promoting corporate sustainability we consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic social and environmental fronts This is important on two counts namely (1) the increasing awareness in the Mauritian public and private sector for mainstreaming the three pillars of sustainable development and (2) the recognition that corporate sustainability can be a significant comparative advantage and differentiation strategy It is worth mentioning here that MIoDrsquos Integrated Report is squarely aligned with the newly adopted Maurice Ile Durable (MID) Policy Strategy and Action Plan of Mauritius especially concerning lsquoenhancing the corporate environment social responsibility and accountabilityrsquo (wwwmidmu ndash accessed 12 July 2013) The sectorial MID Strategy for employmenteconomy specifically refers to the use of GRI as a benchmark for developing a Sustainability Index for publicly listed companies
CompletenessWe have ensured that all the material topics and indicators covered in this report reflect completely the significant economic environmental and social impacts of our activities and enable our stakeholders to assess our performance in 2012-3 effectively
BalanceWe have attempted to present an unbiased picture of our performance by avoiding selections omissions or presentation formats that are reasonably likely to unduly or inappropriately influence the readerrsquos decision or judgment The report provides both favourable and unfavourable results as well as results that can influence the decisions of stakeholders in proportion to their materiality This is a commitment to MIoDrsquos transparency
ComparabilitySince this is the first integrated sustainability report results present the baseline data and information against which comparative performance analysis will be carried out in the future
AccuracyThe different data in this report have been presented both on a qualitative and quantitative basis In any case we have ensured openness in measurements and qualitative analyses while bearing in mind that data would need to be verifiable While the non-financial components of the present report have not been subject to an independent third party audit the processes methodologies and tools for generating and analysing quantitative and qualitative data were adopted because they lend themselves to such audits Where applicable such as in the case of Ecological Footprint analysis discussed below error analysis is provided to deal with uncertainties in measurements
TimelinessThis report will be issued for the purpose of the Annual Meeting of Members on 25 September 2013 It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting This open review process forms an integral part of the learning-by-doing approach
ClarityThis report has been presented in a manner that is understandable accessible and usable by our stakeholders As far as practicable graphics and data tables have been used to present information
ReliabilityInformation and processes used in the preparation of this report have been consistently gathered recorded compiled analysed and disclosed in a way that has been subject to constant examination by a competent internal team together with the help of an external consultancy firm with experience in integrated sustainability reporting using the GRI G31 Reporting Guidelines and Principles
MaterialityAccording to the GRI G31 Guidelines materiality has to be determined by considering the economic environmental and social impacts that cross a threshold in affecting the ability to
meet the needs of the present without compromising the needs of future generations Since the identification of thresholds is not trivial especially when considering long-term impacts or impacts where root causes and their effects are delocalised geographically and across different time horizons the methodology applied by MIoD to gauge materiality is evolving as it strives to better integrate sustainability across its entire spectrum of operations and services The underlying approach is to identify and prioritise those impacts that have a propensity to create preserve or erode economic environmental and social value for itself and its stakeholders In order to be methodological and systematic a combination of approaches has been used to determine materiality and the contents of this reportbull ThelegalrequirementsoftheRepublicofMauritiusInmanyinstances the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts and these thresholds are usually identified because of their materialitybull Adoptionofathoroughriskmanagementprocessthatallowsus to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative The risk management process also makes visible opportunities to better serve our stakeholdersbull Bykeepingacloseproximitywithourstakeholdersasexplained above under lsquoStakeholder Inclusivenessrsquobull IdentificationofinternalissuesthroughmeetingswithMIoDteam members as well as subscribing to continuous learning to better adhere to our policies values strategies targets and risk management processes andbull CarryingoutanEcologicalFootprintanalysisofouroperationsthat cover the impacts of the following (1) food (mainly provided by third parties during delivery of MIoD training) (2) consumables (3) utilities buildings and transport and (4) waste The first Ecological Footprint analysis was carried out for the calendar year 2012 (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage) and its results and recommendations were approved by the MIoDrsquos Board of Directors on 5 December 2012 The time period for the Ecological Footprint analysis has been revised to match the reporting period July 2012-June 2013 and the Footprint updated The analysis has been used to quantify impacts identify impacts of most significance and provide a basis for taking remedial actions across the value chain as discussed in this report Ecological Footprint analysis has been adopted as one way to deal with the difficulties in establishing thresholds for sustainability impacts The Ecological Footprint analysis also captures the ecological impacts of services delivered (except for electricity and primary energy consumption) by third party venues during MIoD training
MIoDrsquos materiality framework is evolving We are confident that the results presented here are sufficiently robust to instil confidence in the quality of the report The integrated Sustainability Report should be read in conjunction with our online resources
Validation is currently essentially an internally orientated process with authorisation by the CEO and Executive Secretary and ultimate approval of the Integrated Report by the Board of Directors
Performance indicators have been chosen for reporting purposes based on three main factors1 Results of the Ecological Footprint Analysis2 Our ability or maturity to respond and3 The opportunity for MIoD to grow and gain advantage from the impacts
The calculation of Performance Indicators has followed the GRI Indicator Protocols GHG emissions arising from the use of electricity has been calculated from the Grid Emission Factor of Mauritius using the methodological tool 07 ndash ie ldquoTool to calculate the emission factor for an electricity system (Version 0300) - proposed by the Clean Development Mechanism for calculating the operating margin (httpcdmunfcccintmethodologiesPAmethodologiestoolsam-tool-07-v300pdf )rdquo GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator (httpwww2icaointencarbonoffsetPagesdefaultaspx)
Re-statements of information are not applicable to MIoDrsquos first Integrated Report
4 Market Position41 Range of Ratios of Standard Entry Level Wage by Gender The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees Entry salaries are based on industry and market benchmarks the entrantrsquos educational level and relevant experience The Board Nominations Committee is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position
The MIoD employs 5 staff excluding the CEO ndash 3 female and 2 male The lowest male basic salary is Rs 28618 and the lowest female basic monthly salary is Rs 14478 There is no official minimum wage in Mauritius in our sector However as per the Ministry of Labour and the National Remuneration Order for Travel Agents and Tour Operators Workers a similar service sector the minimum wages prescribed for comparable jobs are as follows
bull SeniorAccountsClerkRs10306bull AdministrativeClerkRs8717
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport32 33
Based on this methodology the ratio of entry level wage by gender compared to local minimum wage for comparable jobs is 126 for male staff and 117 for female staff The apparent difference between the two ratios does not imply gender bias at MIoD since for any specific position a male or female employee would receive the same remuneration all else being equal
The MIoD is focused on continually developing a workforce that is dedicated motivated and well trained in order to assure the Institutersquos future development and growth as well as providing long term employment for individual employees
To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions A competitive total compensation package includes an effective salary and a benefits plan which aims tobull payafairbasicsalaryforthejobbybenchmarkingagainst similar jobs and similar organisations in Mauritius and taking into consideration internal equity specific job requirements and the skills knowledge and abilities of the employeebull providebasicbenefitsandbull recogniseindividualcontributionthroughtheperformance bonus system
The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation which is normally paid in December and is calculated proportionately to the time of service during the year All employees receive a pay slip and salaries are paid on 26th of each month by standing order
42 Suppliers The MIoD has adopted a lsquoProcurement Policyrsquo to ensure that all procurement activities carried out by the MIoDbull provide best possible valuebull are conducted in a fair objective and transparent mannerbull are compliant with all relevant legislation and any other related policiesbull use best practice in the application of ethical standards andbull are consistent with the MIoDrsquos Vision Mission and Values
The choice of suppliers is influenced by the above mentioned objectives Although environmental benefits are considered as part of the procurement process with due consideration given to all relevant aspects of whole life-cycle costs of products the MIoD does not have a specific policy of preferring locally based suppliers
For some events and where a local capacity gap exists the MIoD has recourse to overseas facilitators to bring best practice to Mauritius
The MIoD intends to assess the geographical spread of its
procurement practices and report on the percentage of procurement budget which is spent on local suppliers in its next financial year At the same time the need to amend the procurement policy to promote local suppliers will also be considered
43 Recruitment Policy Under the Equal Opportunities Act 2008 (lsquoEOArsquo) an employer cannot discriminate against an employeeprospective employee on the basis of the following
The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting recruiting employing appraising promoting or dismissing an employee
Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis the MIoD is committed to a policy of equal opportunities
Its HR Policies amp Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race religion or belief colour sex age national origin disability or sexual orientation The MIoDrsquos HR Policy and Guidelines can be found on the website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepageAll employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines
5 Environmental Performance51 MaterialsThe main consumable materials used by the MIoD are shown in this chart
52 Energy Consumption The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes This amounted to 94113 MJ for the reporting period Also the indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid This was 10386 kWh electric for the reporting year ndash ie 11217 GJ thermal MIoD is not a producer of direct or indirect energiesInitiatives to reduce indirect energy consumption need to be investigated in the coming year This could for example include more energy-efficient lighting technologies A key constraint for the implementation of energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner or manager
53 Water The MIoDrsquos consumption of water includes water delivered by the Central Water Authority water consumed from water fountains and bottled water for training workshops This was 26 m3year for the reporting period
54 Greenhouse Gas Emissions The total CO2 emissions of the MIoD has been estimated at 206 tonnes for the reporting period with direct and indirect emissions contributing 57 and 149 tonnes of CO2 respectively as follows bull IndirectemissionsofCO2 arose from the consumption of electricity and air travel This amounted to 107 tonnes and 42 tonnes of CO2 respectivelybull TotaldirectCO2 emissions related to land transport has been estimated at 57 tonnes of CO2 The estimation is based on the total distance travelled (km) during the reporting year an average fuel efficiency of 12 kmlitre of gasoline and the emission factor of motor gasoline
55 Waste All waste produced by MIoD and related to MIoD activities were sent to the landfill during the reporting period The main sources of waste were paper (350 kg or 035 tonnes) and plastic (37 kg or 0037 tonnes) By virtue of its activities MIoD does not deal with hazardous wastes of any kind
56 Mitigation of Environmental Impacts Following the Ecological Footprint Report undertaken in 2012 three areas were highlighted that needed attention
(i) food (mainly provided by third parties during delivery of MIoD trainings) (ii) consumables and(iii) waste management
In this respect the MIoD has undertaken in the financial year 2013-4 to bull workwithourkeythirdpartyfoodsupplierstoimprovethequality of the food offered during our training sessions especially taking into account the health problems in Mauritian society such as diabetes and to reduce our ecological footprint in this respect We have also engaged the advice of a nutritionistbull reducetheamountofplasticthatwepurchasebothinourownoffice but also through our third party suppliers In this respect we now have a water dispenser delivered to each training venue on the day of our training workshop to avoid the use of plastic bottles for our training sessions The next step is to work with our suppliers to encourage them to adopt this practicebull reducetheamountofpaperandinthisrespectwehaveagreedwith our Board Directors that effective August 2013 that we will no longer use paper but instead adopt appropriate laptop or tablet software for board papers During this year we will also undertake a complete review of our use of paper especially the printing of training manuals and see if we can fully or partially adopt alternative solutions to reduce our footprint The objective over time must be to become paperless We also intend to meet with the Registrar of Companies to lobby for the reduction in printing of Annual Reports and to allow shareholders to receive a soft copy and opt for a hard copy by exceptionbull ensurethatallouroldelectronicgoodssuchasprintersorcomputers are properly recycled using genuine recyclers andbull workwithourlandlordstointroducerecyclingbinsforallthetenants in our building Raffles Tower
57 Total Environmental Protection Expenditure and InvestmentTo date the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its first Integrated Report at a total cost of Rs 150000 The Ecological Footprint calculation is the benchmark for reducing our footprint in the future
6 Social61 Risks Related to Corruption An ethics risk assessment which also covered corruption risks was undertaken in 2011-2 The assessment covered all the activities of the MIoD Thereafter the MIoD Code of Conduct was reviewed and revised to address ethical conduct within the Company and by its members A Whistleblowing Policy has also been implemented The Ethics Risk Assessment Report and the MIoD Whistleblowing Policy can be found on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
2 2
96
Central Water Authority
Water fountains
Bottled water
Total water withdrawal by source
Materials
Hec
tare
(Ha)
1200
1000
800
600
400
200
-
Clot
hes
Fabr
ics -
Cotto
n
Clot
hes
Fabr
ics - W
ool
Clot
hes
Fabr
ics -
Synt
hetic
Leat
her -
Bas
ed P
rodu
cts
Pape
r - B
ased
Pro
duct
s
Met
al -
Base
d Pr
oduc
ts
Plas
tic -
Base
d Pr
oduc
ts
Woo
d - B
ased
Pro
duct
s
Elec
trica
l Equ
ipm
ent
Glass
war
e Po
rcel
ain
Med
icina
l Pro
duct
s
Hygie
ne an
d Cl
eani
ng P
rodu
cts
Ciga
rette
s
Age
Caste
Colour
Creed
Ethnic origin
Impairment
Marital status
Place of origin
Political opinion
Race
Sex
Sexual orientation
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport28 29
11 Corporate Social Responsibility (CSR)The Company is a non-profit organization and is therefore not accountable for CSR contributions The MIoD has however decided this year to implement a corporate social responsibility programme which consists of the offer of pro-bono training on corporate governance to registered non-governmental organisations as well as using its Directorsrsquo Register to conduct pro-bono searches for such organisations
12 EthicsThe Companyrsquos Code of Conduct was reviewed and updated on 15 July 2012 The members of the Company are expected at all times to act in such a way as not to bring themselves or the MIoD into disrepute They are also expected to comply with the Code of Conduct of the MIoD which provides guidance on behaviour to be adopted by the members
The MIoD has this year implemented a Whistleblowing Policy
The Code of Conduct and the Whistleblowing Policy are available on the website of the MIoD
Two of the MIoD team have undertaken Ethics Officer training this year bringing the total number who have undergone this training to three
13 EnvironmentTo support the MIoD in its endeavour to promote corporate sustainability in Mauritius an exercise was undertaken to calculate the MIoDrsquos Ecological Footprint (EF)
Please refer to the sustainability report on pages 29 to 36 for more information on this matter
14 Health and SafetyThe Company complies with health and safety legislations No incidents have been reported during the year
15 Social IssuesThe Company is an equal opportunities employer and considers the welfare and development of its employees to be very important
Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD workshops and events as well as external training for their professional development Team building exercises are held regularly to reinforce team values and teamwork
Please consult our website to know more about our HR policies and practices wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
16 Related Party TransactionsThe MIoD has procured training services from Consultancy Company Limited amongst other service providers since 2011 With the nomination of Mrs Patricia Day-Hookoomsing as a Director of the MIoD in September 2012 such services are now recorded as a related party transaction and disclosed in the Financial Statements in note 13
17 Management AgreementsNo management agreement has been entered into by the Company
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
21 August 2013
1 Report Content and Reporting ParametersThis report marks two significant milestones for the MIoD It is the MIoDrsquos first Integrated Report and it also marks the first time that the GRI framework has been adopted for sustainability reporting by the MIoD These milestones are timely and are squarely aligned with MIoDrsquos position in the market to promote corporate sustainability and to lead by exampleThe integrated report has adopted the G31 guidelines of the Global Reporting Initiative and it reflects MIoDrsquos commitment to provide a transparent and fair review of its strategy performance and activities in 2012-3 to its stakeholders The triple bottom line reporting has endeavoured to provide an open and honest summary of the social economic and environmental impacts stemming from our activities and commitments practices objectives and performance results regarding the management of our impacts The report contains a combination of quantitative and qualitative impactsMIoD has also adopted a learning-by-doing approach to internalise integrated sustainability reporting as a strategic management tool To reflect this approach we have realised this report in the GRI Level C application with the view that MIoD will graduate progressively to higher level reporting over time It is understood that the learning-by-doing approach implies that the processes tools and methodologies applied to identify prioritise and validate report content and reporting parameters will evolve over time Nevertheless the processes tools and methodologies are systemic and have been applied systematically to allow year-on-year comparisons of MIoDrsquos performance This is even more so because MIoD is a relatively young organisation that holds a unique position vis-agrave-vis its stakeholdersWe have used GRI Reporting Standard principles in determining the scope of the report content structure and quality and data calculation and disclosure techniques The content of this report discloses MIoDrsquos performance for the period starting July 1 2012 and ending June 30 2013
2 Report Scope amp BoundaryThe activities of MIoD cover the geographical area of the Republic of Mauritius and most of these activities take place in the island of Mauritius The report boundary is therefore the activities of MIoD in Mauritius In addition to GRIrsquos Sustainability Reporting Guidelines (GRI 31) the report also follows the International Financial Reporting Standards (IFRS) for financial reporting and the Code of Corporate Governance of Mauritius 2004 Boundaries for non-financial data collection are consistent with our financial reporting thus aligning financial environmental and social reporting Since stakeholder inclusiveness is a cross-cutting issue in determining the content and scope of reporting we have attempted to take into consideration the expectations of our stakeholders as well as to quantify or qualify the impacts of our activities on their well-being including present and future considerations and to take remedial actions Our stakeholder engagement processes are discussed below
3 Determining Report ContentGuided by the G31 reporting guidelines and principles and technical protocol the following criteria have been observed in preparing this reportStakeholder inclusivenessStakeholder identification and engagement have been carried out using a combination of three methods namely (1) market knowledge by virtue of being the main organization mandated to foster the development of corporate governance at the level of Boards and upper management in Mauritius (2) value-chain analysis to establish the entire supply chain of MIoDrsquos services including the enabling environment and business providers and (3) on-going surveys with existing and potential members
The stakeholders of the MIoD are set out below
MIoD appreciates the benefits derived from stakeholder engagement and endeavours to maintain close proximity with key stakeholders We carry out membership surveys ethics risk assessments and on-going evaluations of our training programmes to identify and address issues that are relevant to our stakeholders and also to engage our stakeholders in assessing MIoDrsquos performance risks and opportunities For instance the following examples are pertinent
bull MIoDcarriedout43publictrainingworkshopsinvolving1262 participants during the reporting period and each one was accompanied by a written evaluation The response rate across all the courses was close to 90 with a 95 customer satisfaction rate Please refer to page 17 of the Report)bull InJuly2011anEthicsRiskAssessmenthasenabledkeystakeholders to share their views and to highlight the key ethics risks for the MIoD The stakeholders included members MIoD directors suppliers employees media MIoD founders and patrons and MIoD partners The assessment combined questionnaire surveys interviews and focus group discussions and covered the following areas organisational culture financial operational governance conduct and behaviour of individuals relating to or
SUSTAINABILITY REPORT
FOUNDERS AND
PATRONS
DIRECTORS
FORUM amp
AUDIT
COMMITTEE
FORUM
KINDRED
ORGANISATIONS
amp PARTNERS
MEMBERS
THE
BOARD
MANAGEMENT
amp EMPLOYEES
CORPORATE
SECTOR ndash
PRIVATE AND
PUBLIC
POLICY
MAKERS AND
REGULATORS
SUPPLIERS
THE
COMMUNITY
THE
ENVIRONMENT
THE MEDIA
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport30 31
working with MIoD (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull InJuly2012MIoDalsocarriedoutaqualitativesurveyofthemotivations and needs of its Associate Members (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull PeriodiconlineandtelephonicmembersrsquosurveysThelastsurvey was completed in June 2012 and the latest one was completed by the end of June 2013 (a copy of the questionnaire can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull TheMIoDDirectorsForumcomposedofdirectorsfromtheprivate and the public sector acts as an advisory and technical committee to the MIoD and draws on the experience and knowledge of its members to represent the collective view of directors across a broad spectrum of organisations (a list of members of the Directors Forum can be found on page 19 of the Reportbull TheviewsofFoundersandPatronsoftheMIoDwhorepresent a cross section of public and private sector companies in Mauritius are sought in annual individual meetings while regular meetings with partner and kindred organisations provide feedback from these stakeholders andbull ByincorporatingtheimpactsofsuppliersontheEcologicalFootprint of MIoD (please see more in the section on Materiality below) thereby serving as a basis for involving suppliers in the value chain to take remedial actions in partnership with MIoD
Sustainability ContextAs a leading organization promoting corporate sustainability we consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic social and environmental fronts This is important on two counts namely (1) the increasing awareness in the Mauritian public and private sector for mainstreaming the three pillars of sustainable development and (2) the recognition that corporate sustainability can be a significant comparative advantage and differentiation strategy It is worth mentioning here that MIoDrsquos Integrated Report is squarely aligned with the newly adopted Maurice Ile Durable (MID) Policy Strategy and Action Plan of Mauritius especially concerning lsquoenhancing the corporate environment social responsibility and accountabilityrsquo (wwwmidmu ndash accessed 12 July 2013) The sectorial MID Strategy for employmenteconomy specifically refers to the use of GRI as a benchmark for developing a Sustainability Index for publicly listed companies
CompletenessWe have ensured that all the material topics and indicators covered in this report reflect completely the significant economic environmental and social impacts of our activities and enable our stakeholders to assess our performance in 2012-3 effectively
BalanceWe have attempted to present an unbiased picture of our performance by avoiding selections omissions or presentation formats that are reasonably likely to unduly or inappropriately influence the readerrsquos decision or judgment The report provides both favourable and unfavourable results as well as results that can influence the decisions of stakeholders in proportion to their materiality This is a commitment to MIoDrsquos transparency
ComparabilitySince this is the first integrated sustainability report results present the baseline data and information against which comparative performance analysis will be carried out in the future
AccuracyThe different data in this report have been presented both on a qualitative and quantitative basis In any case we have ensured openness in measurements and qualitative analyses while bearing in mind that data would need to be verifiable While the non-financial components of the present report have not been subject to an independent third party audit the processes methodologies and tools for generating and analysing quantitative and qualitative data were adopted because they lend themselves to such audits Where applicable such as in the case of Ecological Footprint analysis discussed below error analysis is provided to deal with uncertainties in measurements
TimelinessThis report will be issued for the purpose of the Annual Meeting of Members on 25 September 2013 It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting This open review process forms an integral part of the learning-by-doing approach
ClarityThis report has been presented in a manner that is understandable accessible and usable by our stakeholders As far as practicable graphics and data tables have been used to present information
ReliabilityInformation and processes used in the preparation of this report have been consistently gathered recorded compiled analysed and disclosed in a way that has been subject to constant examination by a competent internal team together with the help of an external consultancy firm with experience in integrated sustainability reporting using the GRI G31 Reporting Guidelines and Principles
MaterialityAccording to the GRI G31 Guidelines materiality has to be determined by considering the economic environmental and social impacts that cross a threshold in affecting the ability to
meet the needs of the present without compromising the needs of future generations Since the identification of thresholds is not trivial especially when considering long-term impacts or impacts where root causes and their effects are delocalised geographically and across different time horizons the methodology applied by MIoD to gauge materiality is evolving as it strives to better integrate sustainability across its entire spectrum of operations and services The underlying approach is to identify and prioritise those impacts that have a propensity to create preserve or erode economic environmental and social value for itself and its stakeholders In order to be methodological and systematic a combination of approaches has been used to determine materiality and the contents of this reportbull ThelegalrequirementsoftheRepublicofMauritiusInmanyinstances the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts and these thresholds are usually identified because of their materialitybull Adoptionofathoroughriskmanagementprocessthatallowsus to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative The risk management process also makes visible opportunities to better serve our stakeholdersbull Bykeepingacloseproximitywithourstakeholdersasexplained above under lsquoStakeholder Inclusivenessrsquobull IdentificationofinternalissuesthroughmeetingswithMIoDteam members as well as subscribing to continuous learning to better adhere to our policies values strategies targets and risk management processes andbull CarryingoutanEcologicalFootprintanalysisofouroperationsthat cover the impacts of the following (1) food (mainly provided by third parties during delivery of MIoD training) (2) consumables (3) utilities buildings and transport and (4) waste The first Ecological Footprint analysis was carried out for the calendar year 2012 (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage) and its results and recommendations were approved by the MIoDrsquos Board of Directors on 5 December 2012 The time period for the Ecological Footprint analysis has been revised to match the reporting period July 2012-June 2013 and the Footprint updated The analysis has been used to quantify impacts identify impacts of most significance and provide a basis for taking remedial actions across the value chain as discussed in this report Ecological Footprint analysis has been adopted as one way to deal with the difficulties in establishing thresholds for sustainability impacts The Ecological Footprint analysis also captures the ecological impacts of services delivered (except for electricity and primary energy consumption) by third party venues during MIoD training
MIoDrsquos materiality framework is evolving We are confident that the results presented here are sufficiently robust to instil confidence in the quality of the report The integrated Sustainability Report should be read in conjunction with our online resources
Validation is currently essentially an internally orientated process with authorisation by the CEO and Executive Secretary and ultimate approval of the Integrated Report by the Board of Directors
Performance indicators have been chosen for reporting purposes based on three main factors1 Results of the Ecological Footprint Analysis2 Our ability or maturity to respond and3 The opportunity for MIoD to grow and gain advantage from the impacts
The calculation of Performance Indicators has followed the GRI Indicator Protocols GHG emissions arising from the use of electricity has been calculated from the Grid Emission Factor of Mauritius using the methodological tool 07 ndash ie ldquoTool to calculate the emission factor for an electricity system (Version 0300) - proposed by the Clean Development Mechanism for calculating the operating margin (httpcdmunfcccintmethodologiesPAmethodologiestoolsam-tool-07-v300pdf )rdquo GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator (httpwww2icaointencarbonoffsetPagesdefaultaspx)
Re-statements of information are not applicable to MIoDrsquos first Integrated Report
4 Market Position41 Range of Ratios of Standard Entry Level Wage by Gender The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees Entry salaries are based on industry and market benchmarks the entrantrsquos educational level and relevant experience The Board Nominations Committee is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position
The MIoD employs 5 staff excluding the CEO ndash 3 female and 2 male The lowest male basic salary is Rs 28618 and the lowest female basic monthly salary is Rs 14478 There is no official minimum wage in Mauritius in our sector However as per the Ministry of Labour and the National Remuneration Order for Travel Agents and Tour Operators Workers a similar service sector the minimum wages prescribed for comparable jobs are as follows
bull SeniorAccountsClerkRs10306bull AdministrativeClerkRs8717
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport32 33
Based on this methodology the ratio of entry level wage by gender compared to local minimum wage for comparable jobs is 126 for male staff and 117 for female staff The apparent difference between the two ratios does not imply gender bias at MIoD since for any specific position a male or female employee would receive the same remuneration all else being equal
The MIoD is focused on continually developing a workforce that is dedicated motivated and well trained in order to assure the Institutersquos future development and growth as well as providing long term employment for individual employees
To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions A competitive total compensation package includes an effective salary and a benefits plan which aims tobull payafairbasicsalaryforthejobbybenchmarkingagainst similar jobs and similar organisations in Mauritius and taking into consideration internal equity specific job requirements and the skills knowledge and abilities of the employeebull providebasicbenefitsandbull recogniseindividualcontributionthroughtheperformance bonus system
The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation which is normally paid in December and is calculated proportionately to the time of service during the year All employees receive a pay slip and salaries are paid on 26th of each month by standing order
42 Suppliers The MIoD has adopted a lsquoProcurement Policyrsquo to ensure that all procurement activities carried out by the MIoDbull provide best possible valuebull are conducted in a fair objective and transparent mannerbull are compliant with all relevant legislation and any other related policiesbull use best practice in the application of ethical standards andbull are consistent with the MIoDrsquos Vision Mission and Values
The choice of suppliers is influenced by the above mentioned objectives Although environmental benefits are considered as part of the procurement process with due consideration given to all relevant aspects of whole life-cycle costs of products the MIoD does not have a specific policy of preferring locally based suppliers
For some events and where a local capacity gap exists the MIoD has recourse to overseas facilitators to bring best practice to Mauritius
The MIoD intends to assess the geographical spread of its
procurement practices and report on the percentage of procurement budget which is spent on local suppliers in its next financial year At the same time the need to amend the procurement policy to promote local suppliers will also be considered
43 Recruitment Policy Under the Equal Opportunities Act 2008 (lsquoEOArsquo) an employer cannot discriminate against an employeeprospective employee on the basis of the following
The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting recruiting employing appraising promoting or dismissing an employee
Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis the MIoD is committed to a policy of equal opportunities
Its HR Policies amp Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race religion or belief colour sex age national origin disability or sexual orientation The MIoDrsquos HR Policy and Guidelines can be found on the website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepageAll employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines
5 Environmental Performance51 MaterialsThe main consumable materials used by the MIoD are shown in this chart
52 Energy Consumption The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes This amounted to 94113 MJ for the reporting period Also the indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid This was 10386 kWh electric for the reporting year ndash ie 11217 GJ thermal MIoD is not a producer of direct or indirect energiesInitiatives to reduce indirect energy consumption need to be investigated in the coming year This could for example include more energy-efficient lighting technologies A key constraint for the implementation of energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner or manager
53 Water The MIoDrsquos consumption of water includes water delivered by the Central Water Authority water consumed from water fountains and bottled water for training workshops This was 26 m3year for the reporting period
54 Greenhouse Gas Emissions The total CO2 emissions of the MIoD has been estimated at 206 tonnes for the reporting period with direct and indirect emissions contributing 57 and 149 tonnes of CO2 respectively as follows bull IndirectemissionsofCO2 arose from the consumption of electricity and air travel This amounted to 107 tonnes and 42 tonnes of CO2 respectivelybull TotaldirectCO2 emissions related to land transport has been estimated at 57 tonnes of CO2 The estimation is based on the total distance travelled (km) during the reporting year an average fuel efficiency of 12 kmlitre of gasoline and the emission factor of motor gasoline
55 Waste All waste produced by MIoD and related to MIoD activities were sent to the landfill during the reporting period The main sources of waste were paper (350 kg or 035 tonnes) and plastic (37 kg or 0037 tonnes) By virtue of its activities MIoD does not deal with hazardous wastes of any kind
56 Mitigation of Environmental Impacts Following the Ecological Footprint Report undertaken in 2012 three areas were highlighted that needed attention
(i) food (mainly provided by third parties during delivery of MIoD trainings) (ii) consumables and(iii) waste management
In this respect the MIoD has undertaken in the financial year 2013-4 to bull workwithourkeythirdpartyfoodsupplierstoimprovethequality of the food offered during our training sessions especially taking into account the health problems in Mauritian society such as diabetes and to reduce our ecological footprint in this respect We have also engaged the advice of a nutritionistbull reducetheamountofplasticthatwepurchasebothinourownoffice but also through our third party suppliers In this respect we now have a water dispenser delivered to each training venue on the day of our training workshop to avoid the use of plastic bottles for our training sessions The next step is to work with our suppliers to encourage them to adopt this practicebull reducetheamountofpaperandinthisrespectwehaveagreedwith our Board Directors that effective August 2013 that we will no longer use paper but instead adopt appropriate laptop or tablet software for board papers During this year we will also undertake a complete review of our use of paper especially the printing of training manuals and see if we can fully or partially adopt alternative solutions to reduce our footprint The objective over time must be to become paperless We also intend to meet with the Registrar of Companies to lobby for the reduction in printing of Annual Reports and to allow shareholders to receive a soft copy and opt for a hard copy by exceptionbull ensurethatallouroldelectronicgoodssuchasprintersorcomputers are properly recycled using genuine recyclers andbull workwithourlandlordstointroducerecyclingbinsforallthetenants in our building Raffles Tower
57 Total Environmental Protection Expenditure and InvestmentTo date the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its first Integrated Report at a total cost of Rs 150000 The Ecological Footprint calculation is the benchmark for reducing our footprint in the future
6 Social61 Risks Related to Corruption An ethics risk assessment which also covered corruption risks was undertaken in 2011-2 The assessment covered all the activities of the MIoD Thereafter the MIoD Code of Conduct was reviewed and revised to address ethical conduct within the Company and by its members A Whistleblowing Policy has also been implemented The Ethics Risk Assessment Report and the MIoD Whistleblowing Policy can be found on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
2 2
96
Central Water Authority
Water fountains
Bottled water
Total water withdrawal by source
Materials
Hec
tare
(Ha)
1200
1000
800
600
400
200
-
Clot
hes
Fabr
ics -
Cotto
n
Clot
hes
Fabr
ics - W
ool
Clot
hes
Fabr
ics -
Synt
hetic
Leat
her -
Bas
ed P
rodu
cts
Pape
r - B
ased
Pro
duct
s
Met
al -
Base
d Pr
oduc
ts
Plas
tic -
Base
d Pr
oduc
ts
Woo
d - B
ased
Pro
duct
s
Elec
trica
l Equ
ipm
ent
Glass
war
e Po
rcel
ain
Med
icina
l Pro
duct
s
Hygie
ne an
d Cl
eani
ng P
rodu
cts
Ciga
rette
s
Age
Caste
Colour
Creed
Ethnic origin
Impairment
Marital status
Place of origin
Political opinion
Race
Sex
Sexual orientation
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport30 31
working with MIoD (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull InJuly2012MIoDalsocarriedoutaqualitativesurveyofthemotivations and needs of its Associate Members (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull PeriodiconlineandtelephonicmembersrsquosurveysThelastsurvey was completed in June 2012 and the latest one was completed by the end of June 2013 (a copy of the questionnaire can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage)bull TheMIoDDirectorsForumcomposedofdirectorsfromtheprivate and the public sector acts as an advisory and technical committee to the MIoD and draws on the experience and knowledge of its members to represent the collective view of directors across a broad spectrum of organisations (a list of members of the Directors Forum can be found on page 19 of the Reportbull TheviewsofFoundersandPatronsoftheMIoDwhorepresent a cross section of public and private sector companies in Mauritius are sought in annual individual meetings while regular meetings with partner and kindred organisations provide feedback from these stakeholders andbull ByincorporatingtheimpactsofsuppliersontheEcologicalFootprint of MIoD (please see more in the section on Materiality below) thereby serving as a basis for involving suppliers in the value chain to take remedial actions in partnership with MIoD
Sustainability ContextAs a leading organization promoting corporate sustainability we consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic social and environmental fronts This is important on two counts namely (1) the increasing awareness in the Mauritian public and private sector for mainstreaming the three pillars of sustainable development and (2) the recognition that corporate sustainability can be a significant comparative advantage and differentiation strategy It is worth mentioning here that MIoDrsquos Integrated Report is squarely aligned with the newly adopted Maurice Ile Durable (MID) Policy Strategy and Action Plan of Mauritius especially concerning lsquoenhancing the corporate environment social responsibility and accountabilityrsquo (wwwmidmu ndash accessed 12 July 2013) The sectorial MID Strategy for employmenteconomy specifically refers to the use of GRI as a benchmark for developing a Sustainability Index for publicly listed companies
CompletenessWe have ensured that all the material topics and indicators covered in this report reflect completely the significant economic environmental and social impacts of our activities and enable our stakeholders to assess our performance in 2012-3 effectively
BalanceWe have attempted to present an unbiased picture of our performance by avoiding selections omissions or presentation formats that are reasonably likely to unduly or inappropriately influence the readerrsquos decision or judgment The report provides both favourable and unfavourable results as well as results that can influence the decisions of stakeholders in proportion to their materiality This is a commitment to MIoDrsquos transparency
ComparabilitySince this is the first integrated sustainability report results present the baseline data and information against which comparative performance analysis will be carried out in the future
AccuracyThe different data in this report have been presented both on a qualitative and quantitative basis In any case we have ensured openness in measurements and qualitative analyses while bearing in mind that data would need to be verifiable While the non-financial components of the present report have not been subject to an independent third party audit the processes methodologies and tools for generating and analysing quantitative and qualitative data were adopted because they lend themselves to such audits Where applicable such as in the case of Ecological Footprint analysis discussed below error analysis is provided to deal with uncertainties in measurements
TimelinessThis report will be issued for the purpose of the Annual Meeting of Members on 25 September 2013 It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting This open review process forms an integral part of the learning-by-doing approach
ClarityThis report has been presented in a manner that is understandable accessible and usable by our stakeholders As far as practicable graphics and data tables have been used to present information
ReliabilityInformation and processes used in the preparation of this report have been consistently gathered recorded compiled analysed and disclosed in a way that has been subject to constant examination by a competent internal team together with the help of an external consultancy firm with experience in integrated sustainability reporting using the GRI G31 Reporting Guidelines and Principles
MaterialityAccording to the GRI G31 Guidelines materiality has to be determined by considering the economic environmental and social impacts that cross a threshold in affecting the ability to
meet the needs of the present without compromising the needs of future generations Since the identification of thresholds is not trivial especially when considering long-term impacts or impacts where root causes and their effects are delocalised geographically and across different time horizons the methodology applied by MIoD to gauge materiality is evolving as it strives to better integrate sustainability across its entire spectrum of operations and services The underlying approach is to identify and prioritise those impacts that have a propensity to create preserve or erode economic environmental and social value for itself and its stakeholders In order to be methodological and systematic a combination of approaches has been used to determine materiality and the contents of this reportbull ThelegalrequirementsoftheRepublicofMauritiusInmanyinstances the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts and these thresholds are usually identified because of their materialitybull Adoptionofathoroughriskmanagementprocessthatallowsus to assess and mitigate the impacts of our operations (and vice versa) beyond the financial imperative The risk management process also makes visible opportunities to better serve our stakeholdersbull Bykeepingacloseproximitywithourstakeholdersasexplained above under lsquoStakeholder Inclusivenessrsquobull IdentificationofinternalissuesthroughmeetingswithMIoDteam members as well as subscribing to continuous learning to better adhere to our policies values strategies targets and risk management processes andbull CarryingoutanEcologicalFootprintanalysisofouroperationsthat cover the impacts of the following (1) food (mainly provided by third parties during delivery of MIoD training) (2) consumables (3) utilities buildings and transport and (4) waste The first Ecological Footprint analysis was carried out for the calendar year 2012 (a copy of the report can be obtained from our website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage) and its results and recommendations were approved by the MIoDrsquos Board of Directors on 5 December 2012 The time period for the Ecological Footprint analysis has been revised to match the reporting period July 2012-June 2013 and the Footprint updated The analysis has been used to quantify impacts identify impacts of most significance and provide a basis for taking remedial actions across the value chain as discussed in this report Ecological Footprint analysis has been adopted as one way to deal with the difficulties in establishing thresholds for sustainability impacts The Ecological Footprint analysis also captures the ecological impacts of services delivered (except for electricity and primary energy consumption) by third party venues during MIoD training
MIoDrsquos materiality framework is evolving We are confident that the results presented here are sufficiently robust to instil confidence in the quality of the report The integrated Sustainability Report should be read in conjunction with our online resources
Validation is currently essentially an internally orientated process with authorisation by the CEO and Executive Secretary and ultimate approval of the Integrated Report by the Board of Directors
Performance indicators have been chosen for reporting purposes based on three main factors1 Results of the Ecological Footprint Analysis2 Our ability or maturity to respond and3 The opportunity for MIoD to grow and gain advantage from the impacts
The calculation of Performance Indicators has followed the GRI Indicator Protocols GHG emissions arising from the use of electricity has been calculated from the Grid Emission Factor of Mauritius using the methodological tool 07 ndash ie ldquoTool to calculate the emission factor for an electricity system (Version 0300) - proposed by the Clean Development Mechanism for calculating the operating margin (httpcdmunfcccintmethodologiesPAmethodologiestoolsam-tool-07-v300pdf )rdquo GHG emissions arising from business-related air travel have been calculated using the official ICAO online calculator (httpwww2icaointencarbonoffsetPagesdefaultaspx)
Re-statements of information are not applicable to MIoDrsquos first Integrated Report
4 Market Position41 Range of Ratios of Standard Entry Level Wage by Gender The MIoD does not differentiate salaries on the basis of gender nor do we have a standard entry wage level for employees Entry salaries are based on industry and market benchmarks the entrantrsquos educational level and relevant experience The Board Nominations Committee is responsible for reviewing and recommending to the Board any changes to employeesrsquo remuneration Employees are rewarded for their contribution to the Companyrsquos performance based on their performance against annual KPIs and the companyrsquos financial position
The MIoD employs 5 staff excluding the CEO ndash 3 female and 2 male The lowest male basic salary is Rs 28618 and the lowest female basic monthly salary is Rs 14478 There is no official minimum wage in Mauritius in our sector However as per the Ministry of Labour and the National Remuneration Order for Travel Agents and Tour Operators Workers a similar service sector the minimum wages prescribed for comparable jobs are as follows
bull SeniorAccountsClerkRs10306bull AdministrativeClerkRs8717
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport32 33
Based on this methodology the ratio of entry level wage by gender compared to local minimum wage for comparable jobs is 126 for male staff and 117 for female staff The apparent difference between the two ratios does not imply gender bias at MIoD since for any specific position a male or female employee would receive the same remuneration all else being equal
The MIoD is focused on continually developing a workforce that is dedicated motivated and well trained in order to assure the Institutersquos future development and growth as well as providing long term employment for individual employees
To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions A competitive total compensation package includes an effective salary and a benefits plan which aims tobull payafairbasicsalaryforthejobbybenchmarkingagainst similar jobs and similar organisations in Mauritius and taking into consideration internal equity specific job requirements and the skills knowledge and abilities of the employeebull providebasicbenefitsandbull recogniseindividualcontributionthroughtheperformance bonus system
The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation which is normally paid in December and is calculated proportionately to the time of service during the year All employees receive a pay slip and salaries are paid on 26th of each month by standing order
42 Suppliers The MIoD has adopted a lsquoProcurement Policyrsquo to ensure that all procurement activities carried out by the MIoDbull provide best possible valuebull are conducted in a fair objective and transparent mannerbull are compliant with all relevant legislation and any other related policiesbull use best practice in the application of ethical standards andbull are consistent with the MIoDrsquos Vision Mission and Values
The choice of suppliers is influenced by the above mentioned objectives Although environmental benefits are considered as part of the procurement process with due consideration given to all relevant aspects of whole life-cycle costs of products the MIoD does not have a specific policy of preferring locally based suppliers
For some events and where a local capacity gap exists the MIoD has recourse to overseas facilitators to bring best practice to Mauritius
The MIoD intends to assess the geographical spread of its
procurement practices and report on the percentage of procurement budget which is spent on local suppliers in its next financial year At the same time the need to amend the procurement policy to promote local suppliers will also be considered
43 Recruitment Policy Under the Equal Opportunities Act 2008 (lsquoEOArsquo) an employer cannot discriminate against an employeeprospective employee on the basis of the following
The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting recruiting employing appraising promoting or dismissing an employee
Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis the MIoD is committed to a policy of equal opportunities
Its HR Policies amp Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race religion or belief colour sex age national origin disability or sexual orientation The MIoDrsquos HR Policy and Guidelines can be found on the website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepageAll employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines
5 Environmental Performance51 MaterialsThe main consumable materials used by the MIoD are shown in this chart
52 Energy Consumption The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes This amounted to 94113 MJ for the reporting period Also the indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid This was 10386 kWh electric for the reporting year ndash ie 11217 GJ thermal MIoD is not a producer of direct or indirect energiesInitiatives to reduce indirect energy consumption need to be investigated in the coming year This could for example include more energy-efficient lighting technologies A key constraint for the implementation of energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner or manager
53 Water The MIoDrsquos consumption of water includes water delivered by the Central Water Authority water consumed from water fountains and bottled water for training workshops This was 26 m3year for the reporting period
54 Greenhouse Gas Emissions The total CO2 emissions of the MIoD has been estimated at 206 tonnes for the reporting period with direct and indirect emissions contributing 57 and 149 tonnes of CO2 respectively as follows bull IndirectemissionsofCO2 arose from the consumption of electricity and air travel This amounted to 107 tonnes and 42 tonnes of CO2 respectivelybull TotaldirectCO2 emissions related to land transport has been estimated at 57 tonnes of CO2 The estimation is based on the total distance travelled (km) during the reporting year an average fuel efficiency of 12 kmlitre of gasoline and the emission factor of motor gasoline
55 Waste All waste produced by MIoD and related to MIoD activities were sent to the landfill during the reporting period The main sources of waste were paper (350 kg or 035 tonnes) and plastic (37 kg or 0037 tonnes) By virtue of its activities MIoD does not deal with hazardous wastes of any kind
56 Mitigation of Environmental Impacts Following the Ecological Footprint Report undertaken in 2012 three areas were highlighted that needed attention
(i) food (mainly provided by third parties during delivery of MIoD trainings) (ii) consumables and(iii) waste management
In this respect the MIoD has undertaken in the financial year 2013-4 to bull workwithourkeythirdpartyfoodsupplierstoimprovethequality of the food offered during our training sessions especially taking into account the health problems in Mauritian society such as diabetes and to reduce our ecological footprint in this respect We have also engaged the advice of a nutritionistbull reducetheamountofplasticthatwepurchasebothinourownoffice but also through our third party suppliers In this respect we now have a water dispenser delivered to each training venue on the day of our training workshop to avoid the use of plastic bottles for our training sessions The next step is to work with our suppliers to encourage them to adopt this practicebull reducetheamountofpaperandinthisrespectwehaveagreedwith our Board Directors that effective August 2013 that we will no longer use paper but instead adopt appropriate laptop or tablet software for board papers During this year we will also undertake a complete review of our use of paper especially the printing of training manuals and see if we can fully or partially adopt alternative solutions to reduce our footprint The objective over time must be to become paperless We also intend to meet with the Registrar of Companies to lobby for the reduction in printing of Annual Reports and to allow shareholders to receive a soft copy and opt for a hard copy by exceptionbull ensurethatallouroldelectronicgoodssuchasprintersorcomputers are properly recycled using genuine recyclers andbull workwithourlandlordstointroducerecyclingbinsforallthetenants in our building Raffles Tower
57 Total Environmental Protection Expenditure and InvestmentTo date the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its first Integrated Report at a total cost of Rs 150000 The Ecological Footprint calculation is the benchmark for reducing our footprint in the future
6 Social61 Risks Related to Corruption An ethics risk assessment which also covered corruption risks was undertaken in 2011-2 The assessment covered all the activities of the MIoD Thereafter the MIoD Code of Conduct was reviewed and revised to address ethical conduct within the Company and by its members A Whistleblowing Policy has also been implemented The Ethics Risk Assessment Report and the MIoD Whistleblowing Policy can be found on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
2 2
96
Central Water Authority
Water fountains
Bottled water
Total water withdrawal by source
Materials
Hec
tare
(Ha)
1200
1000
800
600
400
200
-
Clot
hes
Fabr
ics -
Cotto
n
Clot
hes
Fabr
ics - W
ool
Clot
hes
Fabr
ics -
Synt
hetic
Leat
her -
Bas
ed P
rodu
cts
Pape
r - B
ased
Pro
duct
s
Met
al -
Base
d Pr
oduc
ts
Plas
tic -
Base
d Pr
oduc
ts
Woo
d - B
ased
Pro
duct
s
Elec
trica
l Equ
ipm
ent
Glass
war
e Po
rcel
ain
Med
icina
l Pro
duct
s
Hygie
ne an
d Cl
eani
ng P
rodu
cts
Ciga
rette
s
Age
Caste
Colour
Creed
Ethnic origin
Impairment
Marital status
Place of origin
Political opinion
Race
Sex
Sexual orientation
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport32 33
Based on this methodology the ratio of entry level wage by gender compared to local minimum wage for comparable jobs is 126 for male staff and 117 for female staff The apparent difference between the two ratios does not imply gender bias at MIoD since for any specific position a male or female employee would receive the same remuneration all else being equal
The MIoD is focused on continually developing a workforce that is dedicated motivated and well trained in order to assure the Institutersquos future development and growth as well as providing long term employment for individual employees
To achieve this goal the MIoD provides competitive compensation and certain social benefits to all employees while maintaining a positive work environment The MIoD is committed to providing a total compensation package that enables the Institute to attract and retain skilled employees for all positions A competitive total compensation package includes an effective salary and a benefits plan which aims tobull payafairbasicsalaryforthejobbybenchmarkingagainst similar jobs and similar organisations in Mauritius and taking into consideration internal equity specific job requirements and the skills knowledge and abilities of the employeebull providebasicbenefitsandbull recogniseindividualcontributionthroughtheperformance bonus system
The total compensation package also includes payment of a 13th month salary in line with Mauritian legislation which is normally paid in December and is calculated proportionately to the time of service during the year All employees receive a pay slip and salaries are paid on 26th of each month by standing order
42 Suppliers The MIoD has adopted a lsquoProcurement Policyrsquo to ensure that all procurement activities carried out by the MIoDbull provide best possible valuebull are conducted in a fair objective and transparent mannerbull are compliant with all relevant legislation and any other related policiesbull use best practice in the application of ethical standards andbull are consistent with the MIoDrsquos Vision Mission and Values
The choice of suppliers is influenced by the above mentioned objectives Although environmental benefits are considered as part of the procurement process with due consideration given to all relevant aspects of whole life-cycle costs of products the MIoD does not have a specific policy of preferring locally based suppliers
For some events and where a local capacity gap exists the MIoD has recourse to overseas facilitators to bring best practice to Mauritius
The MIoD intends to assess the geographical spread of its
procurement practices and report on the percentage of procurement budget which is spent on local suppliers in its next financial year At the same time the need to amend the procurement policy to promote local suppliers will also be considered
43 Recruitment Policy Under the Equal Opportunities Act 2008 (lsquoEOArsquo) an employer cannot discriminate against an employeeprospective employee on the basis of the following
The EOA also specifies that employers should be exclusively merit-oriented in their approach when it comes to selecting recruiting employing appraising promoting or dismissing an employee
Although the guidelines are not of a mandatory nature for the MIoD as it employs less than 10 employees on a full-time basis the MIoD is committed to a policy of equal opportunities
Its HR Policies amp Guidelines provides that no unlawful discrimination occurs in the recruitment and selection process on the grounds of race religion or belief colour sex age national origin disability or sexual orientation The MIoDrsquos HR Policy and Guidelines can be found on the website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepageAll employees are hired from the local community although this is not explicitly stated in our HR Policy and Guidelines
5 Environmental Performance51 MaterialsThe main consumable materials used by the MIoD are shown in this chart
52 Energy Consumption The only direct energy consumption relates to fossil fuel used in transportation by MIoD staff for work purposes This amounted to 94113 MJ for the reporting period Also the indirect energy used by MIoD relates to the consumption of electricity derived from the national electricity grid This was 10386 kWh electric for the reporting year ndash ie 11217 GJ thermal MIoD is not a producer of direct or indirect energiesInitiatives to reduce indirect energy consumption need to be investigated in the coming year This could for example include more energy-efficient lighting technologies A key constraint for the implementation of energy efficiency measures in office spaces is attributed to the fact that MIoD is only a tenant and such changes will have to be carried out by the building owner or manager
53 Water The MIoDrsquos consumption of water includes water delivered by the Central Water Authority water consumed from water fountains and bottled water for training workshops This was 26 m3year for the reporting period
54 Greenhouse Gas Emissions The total CO2 emissions of the MIoD has been estimated at 206 tonnes for the reporting period with direct and indirect emissions contributing 57 and 149 tonnes of CO2 respectively as follows bull IndirectemissionsofCO2 arose from the consumption of electricity and air travel This amounted to 107 tonnes and 42 tonnes of CO2 respectivelybull TotaldirectCO2 emissions related to land transport has been estimated at 57 tonnes of CO2 The estimation is based on the total distance travelled (km) during the reporting year an average fuel efficiency of 12 kmlitre of gasoline and the emission factor of motor gasoline
55 Waste All waste produced by MIoD and related to MIoD activities were sent to the landfill during the reporting period The main sources of waste were paper (350 kg or 035 tonnes) and plastic (37 kg or 0037 tonnes) By virtue of its activities MIoD does not deal with hazardous wastes of any kind
56 Mitigation of Environmental Impacts Following the Ecological Footprint Report undertaken in 2012 three areas were highlighted that needed attention
(i) food (mainly provided by third parties during delivery of MIoD trainings) (ii) consumables and(iii) waste management
In this respect the MIoD has undertaken in the financial year 2013-4 to bull workwithourkeythirdpartyfoodsupplierstoimprovethequality of the food offered during our training sessions especially taking into account the health problems in Mauritian society such as diabetes and to reduce our ecological footprint in this respect We have also engaged the advice of a nutritionistbull reducetheamountofplasticthatwepurchasebothinourownoffice but also through our third party suppliers In this respect we now have a water dispenser delivered to each training venue on the day of our training workshop to avoid the use of plastic bottles for our training sessions The next step is to work with our suppliers to encourage them to adopt this practicebull reducetheamountofpaperandinthisrespectwehaveagreedwith our Board Directors that effective August 2013 that we will no longer use paper but instead adopt appropriate laptop or tablet software for board papers During this year we will also undertake a complete review of our use of paper especially the printing of training manuals and see if we can fully or partially adopt alternative solutions to reduce our footprint The objective over time must be to become paperless We also intend to meet with the Registrar of Companies to lobby for the reduction in printing of Annual Reports and to allow shareholders to receive a soft copy and opt for a hard copy by exceptionbull ensurethatallouroldelectronicgoodssuchasprintersorcomputers are properly recycled using genuine recyclers andbull workwithourlandlordstointroducerecyclingbinsforallthetenants in our building Raffles Tower
57 Total Environmental Protection Expenditure and InvestmentTo date the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its first Integrated Report at a total cost of Rs 150000 The Ecological Footprint calculation is the benchmark for reducing our footprint in the future
6 Social61 Risks Related to Corruption An ethics risk assessment which also covered corruption risks was undertaken in 2011-2 The assessment covered all the activities of the MIoD Thereafter the MIoD Code of Conduct was reviewed and revised to address ethical conduct within the Company and by its members A Whistleblowing Policy has also been implemented The Ethics Risk Assessment Report and the MIoD Whistleblowing Policy can be found on the MIoD website wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
2 2
96
Central Water Authority
Water fountains
Bottled water
Total water withdrawal by source
Materials
Hec
tare
(Ha)
1200
1000
800
600
400
200
-
Clot
hes
Fabr
ics -
Cotto
n
Clot
hes
Fabr
ics - W
ool
Clot
hes
Fabr
ics -
Synt
hetic
Leat
her -
Bas
ed P
rodu
cts
Pape
r - B
ased
Pro
duct
s
Met
al -
Base
d Pr
oduc
ts
Plas
tic -
Base
d Pr
oduc
ts
Woo
d - B
ased
Pro
duct
s
Elec
trica
l Equ
ipm
ent
Glass
war
e Po
rcel
ain
Med
icina
l Pro
duct
s
Hygie
ne an
d Cl
eani
ng P
rodu
cts
Ciga
rette
s
Age
Caste
Colour
Creed
Ethnic origin
Impairment
Marital status
Place of origin
Political opinion
Race
Sex
Sexual orientation
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport34 35
62 Training in Anti-Corruption Policies and Procedures The MIoD has adopted a Code of Conduct which requires all employees to behave ethically in a manner consistent with the values of the MIoD If in doubt employees should seek advice from managementEmployees are encouraged to report to management any behaviour by another employee they consider to be unethical This may include behaviour that the employee believes violates any law rule or regulation or represents corrupt conduct substantial mismanagement of company resources or is a danger to public health or safety or to the environment Employees making such reports shall be protected against reprisals providing the claim is based on a reasonable belief is reported to an appropriate person and is not malicious
During the course of the financial year two employees of the MIoD were trained in the lsquoEthics Officer Certification Programmersquo which the MIoD runs jointly with the Ethics Institute of South Africa thus bringing the number of trained employees to three out of a total of six
63 Public Policy Positions The MIoD is actively lobbying the Government for the review of the Mauritian Code of Corporate Governance The Code
which was issued in October 2003 and published in April 2004 is in urgent need of update to incorporate the latest corporate governance concepts
Notwithstanding the fact that the Code has not yet been updated the MIoD continues to promote the latest trends and concepts in Corporate Governance by organising workshops and seminars with input from international experts
The MIoD sent its recommendations to the Minister of Finance for the 2012 Budget ndash for more information see page 20 of the Report
On the international front the MIoD has spearheaded along with the IoDSA the setting up of an African Corporate Governance Network See page 20 of the Report for more information
64 Stakeholders The MIoD actively engages with its stakeholders to receive their input in the design implementation monitoring and evaluation of policies and programmes
The main stakeholders and the modes of engagement are set out below
The MIoD is keen to maintain dynamic relationships with all its stakeholders and to identify and address relevant issues as and when required
65 Programme Monitoring Evaluation and Learning All participants are asked to complete an evaluation form after each training course or workshop delivered by the MIoD The feedback obtained from the participants ranges from the content of the training the course material provided the performance of the trainers the suitability of the venue and future topics for workshopsAll trainers and facilitators are also asked to complete an evaluation form after each workshop they deliver on behalf of the MIoD in order to ascertain if they feel the learning objectives were achieved any recommendations for improving the workshop the course content and the materials for the next occasion and any other useful feedbackThe feedback is monitored by the CEO as well as the Education Committee of the MIoD Changes are brought to the workshops run by the MIoD in the light of the feedback received Suggestions for new topics are fed into the Training Calendar All facilitators receive a copy of the participantsrsquo feedback
66 Integration of Gender and Diversity into Programme DesignDuring the financial year 2012-3 we have approved our HR Policy and Procedures with the objectives of ensuring that inter aliabull recruitment practices are professional transparent and equitablebull employment relationships are based on mutual trust fairness and equality of opportunity for allbull the dignity and individuality of all employees is respectedbull no applicant or employee is subjected to discrimination of any kindbull all employees are trained to carry out their role competently and are supported to develop to their full potentialbull equality of access to all development opportunitiesbull fair and equal treatment of all employees
The MIoD has run in this reporting year workshops on the topics of ldquoBoard Diversity ndash A Buzz Word or a Benefitrdquo and ldquoEmpowering Women Directorsrdquo
67 Advocacy Positions and Public Awareness Campaigns The Directors Forum has been set up to act as an advisory council and technical committee to the MIoD Its objectives are tobull identify issues which are of most concern to directorsbull produce position documents and through consultation with Government and regulators contribute to policy development
bull be the voice for governance and directorsrsquo issues in Mauritius and bull develop guidance on governance issues for directors
Collectively the Forum is made up of members with high level academic qualifications and professional backgrounds in law economics accounting corporate and securities regulation the public sector business and directorships
A list of members of the Directors Forum can be found on page19The MIoD Directors Forum is co-sponsored by Phoenix Beverages and PwC and has published in this reporting year a ldquoBest Practice Guidelines for the Appointment of Directorsrdquo Copies have been sent to the Chairmen and CEOs of the Top 100 companies as well as all members of Parliament A copy along with a resource pack can be found on the website of the MIoD wwwmiodmu under the section lsquoIntegrated Report 2012-3rsquo on the homepage
The MIoD Directors Forum is currently working on ldquoAn Ethics Guide for Boardsrdquo to be published in the coming year
The MIoD is also setting up an Audit Committee Forum (ACF) in collaboration with KPMG The ACF will provide information resources and knowledge-sharing opportunities mdash through a variety of interactions surveys and publications mdash to help audit committee members and their boards enhance the effectiveness and integrity of the financial reporting process
The activities of the MIoD are publicised in the press and its resource persons often give interviews on corporate governance and related topics in the press A newsletter is also issued on a quarterly basis by the MIoD to all of its members
The MIoD also supports the PwC Annual Reporting Awards and sponsors the Risk Management Award
68 Coordination with Other Actors Regular meetings are held with regulatory bodies such as the Financial Services Commission (FSC) the Financial Reporting Council (FRC) the Registrar of Companies (ROC) the Bank of Mauritius (BOM) and the Stock Exchange of Mauritius (SEM) to discuss issues of mutual interest and concern
Furthermore the Chairman of the MIoD is a member of the NCCG and the FRC whilst the CEO of the FSC and the SEM and the Registrar of Companies are members of the Directors Forum
In the coming year the MIoD intends to enter into Memoranda of Understanding with the FSC the FRC and the ROC as well as other regulatory bodies to formalise the sharing of information
Stakeholders
Founders amp Patrons
Members
Corporate Sector ndash Private And Public
The Community
Directors Forum amp Audit Committee Forum
Board amp Committees
Policy Makers amp Regulators
Kindred Organisation amp Partners
Management amp Employees
Suppliers
The Media
Engagement Mechanism
One to one meetings training events networking events newsletters surveys
website focus groups
Annual Meeting of Members newsletters surveys training events networking
events conferences website social media email focus groups
One to one meetings training events advertisements networking events
conferences social media website newsletters surveys focus groups
Advertisements press communicates social media website
Monthly meetings training events
Board amp Committee meetings Management reports one to one meetings with
directors Board evaluation
One to one meetings training events advertisements website newsletters
Directors Forum Audit Committee Forum
One to one meetings training events conferences advertisements website
newsletters
One to one meetings training events surveys staff meetings performance
evaluations
One to one meetings website email focus groups
One to one meetings advertisement training events social media newsletters
press conferences communiqueacutes
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport36 37
The MIoD has worked this year with other local partners and kindred organisations such as
International partners include
ACCA Competition CommissionESSECFRC GIIFICACMauritius Bankers AssociationMIPAOPSGTransparency International
African Corporate Governance Network
Ethics Institute of South Africa
Institut Franccedilais des Administrateurs
IFC Global Corporate Governance Forum
IoDSA
trainingtrainingtrainingtrainingnewsletterprivate sector anti-corruption initiativetrainingnewslettertrainingnewsletter and whistleblowing services
Founding of the network
MOU for training research and sharing information
Training
MOU for training
Training and conference planning
DIRECTORSrsquo RESPONSIBILITY STATEMENT
VALUE ADDED STATEMENT
1 Financial StatementsThe directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the objectivity of the other items of information presented in these statements
The Board confirms that in preparing the audited financial statements it hasbull selectedsuitableaccountingpoliciesandappliedthem consistentlybull madejudgmentsandestimatesthatarereasonableand prudentbull statedwhetherapplicableaccountingstandardshavebeen followed subject to any material departures explained in the financial statementsbull keptproperaccountingrecordswhichdisclosewith reasonable accuracy at any time that the financial position of the Companybull safeguardedtheassetsoftheCompanybymaintaining internal accounting and administrative control systems and procedures andbull takenreasonablestepsforthepreventionanddetectionof fraud and other irregularities
2 Going Concern StatementOn the basis of current projections we are confident that the Company has adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted
3 Internal Control and Risk ManagementThe Board is responsible for the system of Internal Control and Risk Management for the Company It is committed to maintain continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and risk issues are identified reported on and dealt with appropriately
4 DonationsThe Company did not make any donations during the financial year
5 Annual Financial StatementsThe audited financial statements of the Company which appear on pages 41 to 54 were approved by the Board on 21 August 2013 and are signed on their behalf by
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Direct Economic Value Generated
Income from ContributionsIncome from SubscriptionsIncome from Seminars and othersInterest receivedLess Membership expensesLess Seminar expensesLess Other operating expensesTotal direct economic value generated
Wealth distributedTo employees as salaries wages and other benefitsTotal wealth distributed
Wealth reinvestedMembersrsquo fundsDepreciationTotal wealth reinvested
2012Rs
5141667 1625700 7004204
267940 (354324)
(5553183)(2322368)
5809636
5297777 5297777
184491 327368 511859
2013Rs
5358333 2301950 7057770
616246 (513890)
(5095799) (2836480)
6888130
6212930 6212930
349315 325885 675200
4
35
46
15
Income from Contributions
Income fro Subscriptions
Income from Seminars and others
Interest received
Income Analysis
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport38 39
SECRETARYrsquoS CERTIFICATE INDEPENDENT AUDITORSrsquo REPORT
I confirm that to the best of my knowledge and belief the Company has filed with the Registrar of Companies for the financial year ended 30 June 2013 all such returns as are required of the Company under the Companies Act 2001
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS
This report including the opinion has been prepared for and only for the companyrsquos members as a body in accordance with Section 205 of the Mauritius Companies Act 2001 and for no other purpose We do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Report on the financial statementsWehaveauditedthefinancialstatementsofMauritiusInstituteofDirectors(TheldquoCompanyrdquo)setoutonpages41to54 which comprise the statement of financial position as at 30 June 2013 and the statement of profit or loss and other comprehensive income statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes
Directorsrsquo responsibility for the financial statementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances
Auditorsrsquo responsibilityOur responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with International Standards on Auditing Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditorsrsquo judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditors consider internal control relevant to the companyrsquos preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the companyrsquos internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipTioumitra MaharahajeCompany Secretary
Date 21 August 2013
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport40 41
INDEPENDENT AUDITORSrsquo REPORTTO THE MEMBERS OFMAURITIUS INSTITUTE OF DIRECTORS (continued)
ReportontheFinancialStatements(continued)
OpinionIn our opinion the financial statements on pages 41 to 54 give a true and fair view of the financial position of the Company at 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors
We have obtained all the information and explanations we have required
In our opinion proper accounting records have been kept by the Company as far as it appears from our examination of those records
PORT LOUISMAURITIUS
Date 21 August 2013
FINANCIAL STATEMENTS
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2013
ASSETS
Non-current assets
Plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Membersrsquo funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Trade and other payables
Deferred revenue
Bank overdraft
2012
Rs
532693
925527
6664247
8122467
4421793
276909
1149456
2222963
51346
8122467
2013
Rs
512153
1794746
8912520
11219419
4775299
456648
1514637
4151004
321831
11219419
Notes
5
6
7
8
9
10
7
Approved by the Board of Directors and authorised for issue on 21 August 2013
The notes on pages 45 to 54 form an integral part of these financial statements
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Deva ArmoogumChairman
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipMr Georges Leung ShingDirector and Chairman Audit and Risk Committee
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport42 43
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CHANGES IN MEMBERSrsquo FUNDSFOR THE YEAR ENDED 30 JUNE 2013
INCOME
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Director search expenses
Depreciation
Electricity
Entertainment
General expenses
Gifts
Insurance
Legal expenses
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Researchwork(survey)
Retirement benefit obligations
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
SURPLUS OF INCOME OVER EXPENDITURE
2012
Rs
5141667
1625700
7019204
267940
14039511
194075
57500
23375
26127
30015
327368
71344
54389
69816
-
77159
12938
6567
10500
78591
275733
63838
150174
27500
127781
488406
47275
199008
276909
5020868
272967
5553183
-
23698
158813
144103
13855020
184491
2013
Rs
5358333
2301950
7089769
616246
15366298
305653
60000
18804
57052
31999
325885
78395
79939
82433
78000
88606
-
48500
12750
360980
152910
124805
155730
50100
352000
532574
47974
96600
179739
6033191
202513
5095799
15000
96874
182089
65898
15012792
353506
Notes
3 ( c )
The notes on pages 45 to 54 form an integral part of these financial statements The notes on pages 45 to 54 form an integral part of these financial statements
As at 01 July 2011
Surplus of income over expenditure
As at 30 June 2012
Surplus of income over expenditure
As at 30 June 2013
Total
Rs
4237302
184491
4421793
353506
4775299
Membersrsquo
funds
Rs
4237302
184491
4421793
353506
4775299
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport44 45
Surplus of income over expenditure
Adjustments for
Interest received
Retirement benefit obligations
Depreciation
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in deferred revenue
Cash flows generated from operating activities
Cash flows from investing activities
Purchase of plant and equipment
Interest received
Net increase in cash and cash equivalents
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Net increase in cash and cash equivalents
2012
Rs
184491
(267940)
276909
327368
27500
548328
(86791)
171820
1262213
1895570
(67463)
267940
2096047
4516854
6612901
2096047
2013
Rs
352506
(616246)
179739
325885
50100
292984
(919319)
365181
1928041
1666887
(305345)
616246
1977788
6612901
8590689
1977788
Notes
7
MAURITIUS INSTITUTE OF DIRECTORSSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2013
The notes on pages 45 to 54 form an integral part of these financial statements
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
1 CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors
The principal place of business and registered office is 1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
21 Amendments to IFRSs affecting amounts reported in the financial statements
The following amendments to IFRSs have been applied in the current year and have affected the amounts reported in these
financial statements
211 Amendments to IFRSs affecting presentation and disclosure only
bull Amendments to IFRS 7 Disclosures ndash Transfers of Financial Assets
The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide
greater transparency around risk exposures when financial assets are transferred
bull Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendments introduce new terminology for the statement of comprehensive income and income statement Under the
amendments to IAS 1 the lsquostatement of comprehensive incomersquo is renamed the lsquostatement of profit or loss and other comprehensive
incomersquo and the lsquoincome statementrsquo is renamed the lsquostatement of profit or lossrsquo The amendments to IAS 1 retain the option to
present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements
However the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other
comprehensiveincomesection(a)itemsthatwillnotbereclassifiedsubsequentlytoprofitorlossand(b)itemsthatmaybe
reclassified subsequently to profit or loss when specific conditions are met Income tax on items of other comprehensive income is
required to be allocated on the same basis ndash the amendments do not change the option to present items of other comprehensive
income either before tax or net of tax The amendments have been applied retrospectively and hence the presentation of items of
other comprehensive income has been modified to reflect the changes Other than the above mentioned presentation changes
the application of the amendments to IAS 1 does not result in any impact on profit or loss other comprehensive income and total
comprehensive income
bull Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual Improvements to IFRSs 2009-2011 Cycle issued in May
2012)
IAS 1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification
topresentastatementoffinancialpositionasatthebeginningoftheprecedingperiod(thirdstatementoffinancialposition)The
amendments to IAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective
application restatement or reclassification has a material effect on the information in the third statement of financial position and
that related notes are not required to accompany the third statement of financial position
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport46 47
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (Continued)
21 New and revised IFRSs in issue but not yet effective
The following new and revised IFRSs have been issued but have not been applied by the company as they are not yet effective
Effective for annual periods beginning on or after 1 January 2013
IFRS 13 Fair Value Measurement
Amendments to IFRS 7 Disclosures ndash Offsetting Financial Assets and Financial Liabilities
IAS19(asrevisedin2011) EmployeeBenefits
AmendmentstoIFRSs AnnualImprovementstoIFRSs2009-2011CycleexceptfortheamendmenttoIAS1(see
note211)
Effective for annual periods beginning on or after 1 January 2014
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015
IFRS 9 Financial Instruments
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively they would not have had any significant impact on the financial statements
3 SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis Historical cost is generally based on the fair value of the
consideration given in exchange for assets
(c) Revenue recognition
(i)Subscriptionandmemberscontribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate
(ii)Corporatepatronscontributionsanddonations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate
(iii)Seminarrevenue
Seminar revenue is recognised as income in the period in which the seminar is held
(iv)In-housetraining
In-house training is recognised as an income in the period in which the training is held
(v)Consultingservices
Consulting services are recognised as an income in the period in which the service is provided
(vi)Interestincome
Interest income is accounted on a time-proportion basis
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand demand deposits and bank overdrafts Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value
(f) Functional and presentation currency
(i)Reportingcurrency
The financial statements are presented in Mauritian Rupee which is the Companyrsquos functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates
(ii)Transactionsandbalances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income
(g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions
(h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables cash and cash equivalents
and trade and other payables The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts
(k) Trade and other payables
Trade and other payables are stated at their nominal value
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is probable
will result in an outflow of economic benefits that can be reasonably estimated
(m) Impairment of assets
At the end of each reporting year the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment If such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an assetrsquos net selling price and value in use
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport48 49
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
3 SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost
Depreciation is calculated to write off the cost or revalued amount of the assets on a straight line basis over the expected useful
lives as follows-
Rate per annum
Leasehold improvement 25
Computer equipment 3333
Office furniture 25
Where assets have been acquired during the year charges to the statement of comprehensive income have been pro-rated
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Companyrsquos accounting policies which are described in note 3 the directors are required to make
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant Actual results may differ from these estimates
The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year or in the period of the revision and future periods if the
revision affects both current and future periods
Where applicable the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements or estimations and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
41 Key sources of estimation uncertainty
With regards to the nature of the Companyrsquos business there were no key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting year that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year
5 PLANT AND EQUIPMENT
COST
At 01 July 2012
Additions
At 30 June 2013
DEPRECIATION
At 01 July 2012
Charge for the year
At 30 June 2013
NET BOOK VALUE
At 30 June 2013
At 30 June 2012
6 TRADE AND OTHER RECEIVABLES
Trade receivables
Less Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Debtors 90 days
Debtors 60 days
Debtors 30 days
Debtors current month
Total
Rs
1305307
305345
1610652
772614
325885
1098499
512153
532693
2012
Rs
898997
(55000)
843997
81530
925527
17350
(3000)
158300
94300
632047
898997
Computer
equipment
Rs
333965
181862
515827
206844
83052
289896
225931
127121
Office
furniture
Rs
113141
123483
236624
89474
28284
117758
118866
23667
2013
Rs
849153
(50000)
799153
995593
1794746
(33110)
(48700)
200800
88946
641217
849153
Leasehold
improvement
Rs
858201
-
858201
476296
214549
690845
167356
381905
Taking into consideration the credit quality of the trade receivables the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs 50000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport50 51
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
7 CASH AND CASH EQUIVALENTS
MPCB deposit account
Bank savings accounts
Bank current account
Cash in hand
Note The negative balance on the current account is due to cheques
issued but unpresented at year end
8 ACCUMULATED FUNDS
Membersrsquo funds
9 TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
10 DEFERRED REVENUE
The deferred income are in respect of
(i) Seminarrevenuebilledduringtheyearforseminarsheldaftertheyearend
(ii) Memberssubscriptionsbilledduringtheyearfortheperiodextending
beyond the year end
(iii) Contributionreceivedduringtheyearforthenextfinancialperiod
(iv) Contribution-ResearchWork
(v) Affinityrevenue
(vi) Presoldseminar
(vii) Contribution-DirectorsForum
(viii) Contribution-Inhousetraining
(ix) Conferencerevenue
2012
Rs
4300000
2362247
6662247
(51346)
2000
6612901
4421793
451983
697473
1149456
942180
854700
283333
100000
42750
-
-
-
-
2222963
2013
Rs
8300000
608520
8908520
(321831)
4000
8590689
4775299
330609
1184028
1514637
81900
1236000
1175000
100000
52250
698745
255809
22800
528500
4151004
No interest is charged on trade payables The company aims to ensure that all
payables are paid within the credit timeframe usually within one month
11 TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010
(ii)Thecompanyleasespremisesunderoperatingleaseforanaverageperiodof3yearswithaclauseprovidingforincreaseinrental
to cater for inflation
13 RELATED PARTY TRANSACTIONS
(i)Duringtheyearended30June2013theCompanytradedwitharelatedpartyThedetailsnaturevolumeoftransactionsand
balance at 30 June 2013 with the related party are as follows
(ii)Compensationtokeymanagementpersonnel
TheemolumentspaidtotheChiefExecutiveOfficerduringtheyearunderreviewwasRs3629715(yearended30June2012
Rs3495588)
14 LIABILITY OF MEMBERS
In terms of its constitution members of the Mauritius Institute of Directors have each guaranteed to contribute a maximum of
Rs 100 should there be a shortfall in net assets in the event of the company being wound up As at the date of these financial
statements there were 367 Fellows and 358 Members of the company to whom this guarantee applies
12 OPERATING LEASES
(i)OperatingLeaseRentals
Within 1 year
After 1 year and up to 3 years
Name of company
Consultancy Company Ltd
Relationship
Common director
Nature of transactions
Provision of training services
on behalf of the MIoD
2012
Rs
417322
180730
598052
2012
Rs
18000
2013
Rs
406140
169225
575365
2013
Rs
36000
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport52 53
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
15 FINANCIAL INSTRUMENTS
The Companyrsquos activities expose it to a variety of financial risks such as credit risk interest rate risk and liquidity risk
Fair values
The carrying amount of financial assets and financial liabilities approximate their values
Credit risk
The companyrsquos credit risk is primarily attributable to its trade receivables The amounts presented in the statement of financial
position are net of allowances for doubtful debts if any estimated by the companyrsquos management based on prior experience
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
2012
Rs
843997
6664247
7508244
451983
51346
503329
2013
Rs
799153
8912520
9711673
330609
321831
652440
The interest rate profile of the financial assets at 30 June was
Financial assets
Mauritian rupees
Balance with bank
- floating interest rate
2012
51
2013
446
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date For floating rate assets the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year A 50 basis point increase or decrease represents managementrsquos assessment of the reasonably possible change in
interest rates
If interest rates had been 50 basis points higherlower and all other variables were held constant the companyrsquos surplus for the year
ended30June2013wouldincreasedecreasebyRs44543(yearended30June2012increasedecreasebyRs33311)Thisismainly
attributable to the companyrsquos exposure to interest rates on its floating rate interest bearing asset The company does not have any
significant variable rate borrowings outstanding at year end
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities
The maturity profile of the financial instruments is summarised as follows
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Bank overdraft
Total
Rs
843997
6664247
7508244
451983
51346
503329
Total
Rs
799153
8912520
9711673
330609
321831
652440
Less than 1 month
Rs
843997
6664247
7508244
451983
51346
503329
Less than 1 month
Rs
799153
8912520
9711673
330609
321831
652440
Note Prepayments and accrual are excluded from financial assets and financial liabilities
2013 2013 2012
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport54 55
MAURITIUS INSTITUTE OF DIRECTORSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2013
16 EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2013
GRI CONTENT INDEX
Disclosure
11
Disclosure
21
22
23
24
25
26
27
28
29
210
Disclosure
31
32
33
34
35
36
37
38
310
Page
1014
6
14
22
6
29
22
29
31422
31422
na
na
na
na
na
29
29
29
29
29
Description
Statement from the most senior decision-maker of
the organization
Components of the Disclosure
Name of the organization
Primary brands products andor services
Operational structure of the organization including
main divisions operating companies subsidiaries
and joint ventures
Location of organizationrsquos headquarters
Number of countries where the organization
operates and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Nature of ownership and legal form
Marketsserved(includinggeographicbreakdown
sectorsservedandtypesofcustomersbeneficiaries)
Scale of the reporting organization
Significant changes during the reporting period
regarding size structure or ownership
Awards received in the reporting period
Reportingperiod(egfiscalcalendaryear)for
information provided
Dateofmostrecentpreviousreport(ifany)
Reportingcycle(annualbiennialetc)
Contact point for questions
Process for defining report content
Boundaryofthereport(egcountriesdivisions
subsidiaries leased facilities joint ventures
suppliers)SeeGRIBoundaryProtocolforfurther
guidance
State any specific limitations on the scope or
boundaryofthereport(seecompletenessPrinciple
forexplanationofscope)
Basis for reporting on joint ventures subsidiaries
leased facilities outsourced operations and other
entities that can significantly affect comparability
from period to period andor between organizations
Explanation of the effect of any re-statements
of information provided in earlier reports and
thereasonsforsuchre-statement(egmergers
acquisitions change of base yearsperiods nature of
businessmeasurementmethods)
Cross referencedirect answer
Chairmanrsquos Statement + Directorsrsquo Report
Corporate Information
Directorsrsquo Report
Corporate Governance Report
Corporate Information
Sustainability Report ndash Scope and Boundary
Corporate Governance Report
Sustainability Report ndash Scope and Boundary
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
Key Data and Highlights Directorsrsquo Report and
Corporate Governance Report
None
July 2012-June 2013
Annual Report 2012 published August 2012 available
on MIoD website wwwmiodmu
Annual
CEO Jane Valls ceomiodintnetmu or Executive
Secretary ambrishmiodmu
Sustainability Report- Determining Report Content
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report ndash Scope and Boundary
Sustainability Report- Determining Report Content
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors - IntegratedReport Mauritius Institute of Directors - IntegratedReport56 57
311
312
Disclosure
41
42
43
44
414
415
EN1
EN3
EC1
EC4
EC5
EC6
EC7
EN4
EN7
EN8
EN16
EN22
EN26
EN30
SO2
SO3
SO4
SO5
SO6
SO7
NG01
NG03
NGO4
NGO5
NGO6
29
55
22
22
22
22
29
29
32
33
14
na
31
32
32
33
33
33
33
33
33
33
33
34
na
34
na
na
34
35
35
35
35
Significant changes from previous reporting periods
in the scope boundary or measurement methods
applied in the report
Table identifying the location of the Standard
Disclosures in the report
Components of the Disclosure
Governance structure of the organization including
committees under the highest governance body
responsible for specific tasks such as setting strategy
or organizational oversight
Indicate whether the Chair of the highest governance
body is also an executive officer
Indicate whether the organization has a unitary
board For organizations that have a unitary
board structure state the number and gender of
members of the highest governance body that are
independent andor non-executive members
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body
List of stakeholder groups engaged by the
organization
Basis for identification of stakeholders with whom to
engage
Materials used by weight or volume
Direct energy consumption by primary energy
source
Direct economic value generated and distributed
including revenues operating costs employee
compensation donations and other community
investments retained earnings and payments to
capital providers and governments
Significant financial assistance received from
government
Range of ratios of standard entry level wage by
gender compared to local minimum wage at
significant locations of operation
Policy practices and proportion of spending on
locally-based suppliers at significant locations of
operation
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation
Indirect energy consumption by primary source
Initiatives to reduce indirect energy consumption
and reductions achieved
Total water withdrawal by source
Total direct and indirect greenhouse gas emissions
by weight
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts
of products and services and extent of impact
mitigation
Total environmental protection expenditures and
investments by type
Percentage and total number of business units
analyzed for risks related to corruption
Percentage of employees trained in organizationrsquos
anti-corruption policies and procedures
Actions taken in response to incidents of corruption
Public policy positions and participation in public
policy development and lobbying
Total value of financial and in-kind contributions to
political parties politicians and related institutions
by country
Total number of legal actions for anti-competitive
behaviour anti-trust and monopoly practices and
their outcomes
Processes for involvement of affected stakeholder
groups in the design implementation monitoring
and evaluation of policies and programs
System for programme monitoring evaluation and
learning(includingmeasuringprogrameffectiveness
andimpact)resultingchangestoprogramsandhow
they are communicated
Measures to integrate gender and diversity
into program design implementation and the
monitoring evaluation and learning cycle
Processes to formulate communicate implement
and change advocacy positions and public
awareness campaigns
Processes to take into account and coordinate with
the activities of other actors
Sustainability Report- Determining Report Content
GRI Content Index
Corporate Governance Report
No See Corporate Governance Report
Yes See Corporate Governance Report
Corporate Governance Report
Sustainability Report- Determining Report Content
Sustainability Report- Determining Report Content
Sustainability Report Para 51
Sustainability Report Para 52
Directors Report
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government It is
funded by contributions from Founder and Patrons
(whoaremainlycompaniesfromtheprivatesector)
membership fees and income received from training
services and other projects
Sustainability Report Para 41
Sustainability Report Para 42
Sustainability Report Para 42
Sustainability Report Para 52
Sustainability Report Para 52
Sustainability Report Para 53
Sustainability Report Para 54
Sustainability Report Para 55
Sustainability Report Para 56
Sustainability Report Para 57
Sustainability Report Para 61
Sustainability Report Para 62
No incidents of corruption have been reported at the
MIoD
Sustainability Report Para 63
The MIoD does not make political donations
There are no litigations against the MIoD for anti-
competitive behaviour anti-trust or monopoly
practices
Sustainability Report Para 64
Sustainability Report Para 65
Sustainability Report Para 66
Sustainability Report Para 67
Sustainability Report Para 68
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
The Mauritius Institute of Directors would like to thank the following organisations for their contribution
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu
Mauritius Institute of Directors
1st Floor Raffles Tower 19 Cybercity Ebene Mauritius
Tel(230)4681015|Fax(230)4681017|Websitewwwmiodmu