Framework

STATEMENT OF COMMITMENT

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

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

BOARD OF DIRECTORS

The Board comprises eight non-executive directors, the majority of whom are independent (including the Chairman) and four executive directors (two of which are alternate directors). In compliance with the King IV Code on Corporate Governance, at Board level, a clear division of responsibilities is in place to ensure a balance of power and authority. The roles of Chairman and CEO are clearly defined and segregated to ensure that no individual can hold single and unlimited power or control over significant decision-making processes.

All directors have the skills, experience and/or qualifications required to make adequate judgements on issues of risk, strategy performance, resources, standards of conduct and evaluation of performance. The Board’s expertise and knowledge are comprehensive and balanced, and facilitate efficient business management. The Board comprises experienced and qualified individuals, including accountants, surveyors, chartered directors, lawyers and investment professionals. The majority hold, or have held, other Non-executive positions, increasing their ability to fulfil appropriate committee roles.

The Board is fully committed to demonstrating the importance of good governance to the success of the business and will continue to encourage robust oversight and constructive challenges from its non-executives.

The Board meets regularly, at least three times a year and is responsible for setting the Group’s strategy, approving major matters, governing risk management processes and monitoring the overall company performance. The Board oversees the overall effectiveness of the internal control framework, which ensures assets are appropriately safeguarded, operations are run efficiently, proper accounting records are maintained, and published financial information is reliable. 

The Board acts as a focal point for, and is the custodian of, corporate governance by managing the relationship with management, shareholders and other stakeholders using sound corporate governance principles.

Board committees

Audit and Risk Committee

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

Remuneration and Nomination Committee

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

Social and Ethics Committee

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