Corporate Governance Report

Directors' PROFILE

Executive Management's PROFILE

Corporate Governance Framework

Shareholding Structure

As at 31 December 2018, Bank One Limited’s share capital stood at MUR 856,456,000 represented by 8,564,560 ordinary shares of no par value, held equally between CIEL Finance Limited and I&M Holdings PLC. The shareholding structure is illustrated as per below:

Shareholders’ Profiles

CIEL Finance Limited

Ebène Skies, Rue de L’Institut, Ebène, Mauritius

It is the specialized Banking & Financial Services cluster of the CIEL Group, actively involved in 4 sub-sectors namely: Banking, Fiduciary Services and Companies / Funds Administration and Management, Asset Management and Private Equity.

CIEL Limited is a leading diversified investment company in Mauritius, also operating in Africa and Asia, with some 35,000 employees. With a market capitalization of about MUR11.5bn as at 30 June 2018 and a consolidated turnover of MUR22.6bn for the 12 months’ period ended 30 June 2018, CIEL is one of the largest listed Mauritian companies. As at 30 September 2018, its portfolio was valued at MUR15.5bn and the group total assets at MUR69.7bn. The activities of the Group are organized under five distinct business segments, namely Agro Industry & Property; Banking & Financial Services; Healthcare; Hotel & Resorts; and Textile.

I&M Holdings Limited

I&M Bank House, 2nd Ngong Avenue, Nairobi, Kenya

I&M Holdings PLC (I&M Holdings) is part of the I&M Group which has interests in Banking, Insurance, Manufacturing and Real Estate. Listed on the Nairobi Securities Exchange (NSE) soon after it was incorporated in August 1950, it has the distinction of being one of the oldest companies to list on the NSE. It is regulated by the Capital Markets Authority, the Central Bank of Kenya as a non-operating bank holding company and the Nairobi Securities Exchange. Following a major corporate restructuring in 2013-2014, I&M Holdings became the parent company of all the regional banking entities of the I&M Bank Group.

I&M Holdings operates in five countries: Kenya, Tanzania, Rwanda, Uganda and Mauritius. As at June 2018, its market capitalization was approx. USD 475 million with Total Assets of over USD 2.8 billion, a branch network of close to 80 branches and a staff complement of over 1,780 spread across the 5 countries.

I&M Bank Limited, Kenya, the flagship entity of I&M Bank Group is a wholly owned subsidiary of I&M Holdings. With a rich history spanning over 40 years and offering a full range of personal, business and alternative banking products, I&M Bank is a dominant player in the East African banking industry.

Common Directorship

Mr. Marc-Emmanuel Vives is the only director in CIEL Finance Limited who also sits on the Board of the Bank. There is no further common directorship between the boards of any direct and indirect shareholders and the Bank.

Corporate Governance Framework

The Board of Directors of Bank One Limited (the “Bank”) is fully committed to maintaining the highest standards of corporate governance and ethical business conduct across all aspects of the Bank’s operations and decision-making process with the objective of enhancing shareholders’ value whilst having regard to stakeholders at large.

Governance Framework and Accountabilities

The governance framework of the Bank includes a Board of Directors which has been entrusted with the necessary powers to lead, direct and supervise the management of the business and the affairs of the Bank in an ethical and responsible manner as per its Constitution and the shareholders’ agreement and to ensure that all legal and regulatory requirements are met. Some of the responsibilities are discharged directly, whilst others are discharged through committees of the Board. The day-to-day management and operation of the Bank’s business has been delegated to the Chief Executive Officer. The Chief Executive Officer is responsible for establishing a management structure that promotes accountability and transparency throughout the Bank for the good implementation of business strategies, risk management systems, risk culture, processes and controls.