Governance

Governance framework


Good corporate governance practices represent a key pillar of the way in which Fincorp operates and conducts business. Indeed, the Board of Fincorp is committed to continuously foster a corporate culture towards upholding the highest standard of business integrity, transparency and professionalism in all its activities to ensure that the activities within the Company and its subsidiary are managed ethically and responsibly to enhance business value for all stakeholders.


The Board is responsible for setting out the strategic directions of the Company, oversees their execution and establishes the procedures and practices for effective capital management and internal controls alongside ensuring adherence of the Company and its subsidiary to relevant legislations and policies.


The Board has set up an Audit committee to assist it in fulfilling its financial reporting responsibilities. Moreover, corporate governance matters are taken up at the level of the Board which ensures that principles adopted adhere to those of MCB Group Ltd, the ultimate holding Company. Furthermore, the Board Charter provides for an appropriate reporting mechanism whereby matters affecting the affairs and reputation of the Company and its subsidiary are escalated as appropriate to the Board by the relevant Board Committee and the Chairperson of the Board of its subsidiary respectively.

Fincorp Constitution

Statement of Main Accountabilities

The Directors have approved the following Statement of Accountabilities:

  • The Board assumes the responsibility for leading and controlling the Company and meeting all legal and regulatory requirements. Directors are aware of their legal duties.
  • The Board is accountable for the performance and affairs of the Company and for achieving sustainable growth.
  • The Board is responsible for ensuring that the Company adheres to high standards of ethical behavior and acts in the best interest of shareholders.
  • The Board has the responsibility of reviewing and approving the results announcements of the Company.

Additionally, the Board Charter and the Position Statements, which have been approved and regularly reviewed by the Board, provides for a clear definition of the roles and responsibilities of the Chairperson, the Directors and the Company Secretary.


Position Statements
Statement of Main Accountabilities

Board and Board Committees

Board Charter

In accordance with the Board Charter of Fincorp Investment Ltd, the objective of the Board is to define the Company’s purpose, strategy and value and to determine all matters relating to the directions, policies, practices, management and operations of the Company.

Board Charter


Board Committees

The Board may from time to time establish standing and ad hoc committees to assist it in carrying out its responsibilities. As such, it has set up an Audit Committee which has its own charter approved by the Board and reviewed periodically as deemed necessary. The Charter sets out the committee’s role, composition, powers, responsibility, structure, resources and any other relevant matters.


Audit Committee

The Committee currently consists of two directors with relevant financial expertise and experience, namely Messrs Sunil Banymandhub and Michel Doger de Speville, C.B.E. It meets on a regular basis and on an ad hoc basis when required. Its duties are to assist the Board in fulfilling its financial reporting responsibilities by overseeing the financial reporting process to ensure the integrity and transparency of the financial information published by Fincorp. It also reviews the internal control system, the management of financial risk and the audit process as well as monitors compliance with relevant laws and regulations.

Audit Committee Charter


Corporate Governance Committee

The Company being a subsidiary of MCB Group Limited does not have a separate Corporate Governance Committee. The Board ensures that the principles of good governance of MCB Group Ltd are followed and applied throughout.


Directorate

The Board of Fincorp consists of five non-executive directors. The Company has no workforce and all administrative matters are outsourced to MCB Group Limited and its subsidiaries.

The directors of Fincorp are shown below. Bioprahies are available by clicking on the relevant name.


Jean-Pierre MONTOCCHIO, Chairperson

Sunil BANYMANDHUB

Marivonne OXENHAM

Margaret Wong Ping Lun

Jean-Philippe Coulier



MCB Group Corporate Services Ltd acts as Secretary to the Board. Click here for biographies of its representatives.



Director nomination and appointment process

The nomination and appointment process of new directors are carried out by the Remuneration, Corporate Governance and Ethics Committee of MCB Group Limited, the ultimate holding company of Fincorp Investment Limited.


Appointment Process of Non-Executive Directors

Terms and Conditions of Appointment of Non-Executive Directors



Internal Audit function


As the Company is a holding company with no operations, the requirement for an internal audit function at the level of the Company is not considered as relevant. The board of Fincorp is appraised at its board meetings and through its Audit Committee, of all material matters reported by the internal audit function and audit committee of its subsidiary.

Moreover, the Board reviews annually the need to establish an internal audit function and is of opinion that the costs to be incurred compared to the benefits to be derived from establishing an internal audit function are presently not justified.



Risk Management and Internal Control System


The Board of Directors is ultimately responsible for risk management, the organisation’s systems of internal control, procedures in place within the organisation and for the definition of the overall strategy for risk tolerance. The Company’s policy on risk management encompasses all significant business risks including physical, operational, business continuity, financial, compliance and reputational which could influence the achievement of the Company’s objectives.


The risk management mechanisms in place include:

  • a system for the ongoing identification and assessment of risk;
  • development of strategies in respect of risk and definition of acceptable and non-acceptable levels of risk;
  • reviewing the effectiveness of the system of internal control; and
  • processes to reduce or mitigate identified risks and contain them within the levels of tolerance defined by the Board.

Given that the Company is a holding company, any material matters arising out of the risk management committee and audit committee of its subsidiary, are reported and discussed at the board of the Company.


At the Company level, the key residual risks are legal, regulatory, reputational, performance and financial risks and the Board is directly responsible for the management and monitoring of these risks.



Relations with shareholders and other stakeholders

The shareholders are properly kept informed on matters affecting the Company as they are fairly represented on the Board. All Board members are requested to attend the Annual Meeting to which all shareholders are invited. Open lines of communication are maintained to ensure transparency and optimal disclosure.


Codes and Rules

The Board has the duty of ensuring that the Company complies with all the relevant laws, regulations and codes of business practice. View code and policies which have been approved by the Board.


Code of Ethics

Whistle Blowing Policy

Information, Information Technology and Information Security Governance Policy

Conflicts of Interest & Related Party Transactions Policy

The Board has reviewed and approved the Board Charter, the Job positions and the Statement of Accountabilities of the Company. These documents are monitored regularly and are updated in a timely manner further to any changes in laws, requirements from regulatory bodies or decisions taken by the Board.

The Code of Ethics of MCB Group Ltd, which has been adopted by all the subsidiaries within the group, is monitored and updated by the Remuneration, Corporate Governance and Ethics Committee of MCB Group Ltd on a regular basis.