66 LEADERS ENL Limited Annual Report 2016 ENL Limited ......Qualifications: BSc University of Cape Town, BSc (Hons) Louisiana State University and MBA INSEAD Gilbert Espitalier-Noël

6766ENL Limited | Annual Report 2016ENL Limited | Annual Report 2016

LEADERSLEADERS

Board of directors

Hector Espitalier-Noël (58 years)Chairman, Executive Director

First appointed to the Board: March 1984Qualifications: Member of the Institute of Chartered Accountants in England and Wales

Hector Espitalier-Noël previously worked with Coopers and Lybrand in London and with De Chazal du Mée in Mauritius. He is the Chief Executive Officer of ENL Limited and the ENL Group since 1990. He is also the Chairman of New Mauritius Hotels Ltd, the Mauritius Sugar Syndicate and Bel Ombre Sugar Estate Ltd and a past chair of Rogers and Company Limited, the Mauritius Chamber of Agriculture and the Mauritius Sugar Producers Association. Hector Espitalier-Noël has a vast experience in the sugar cane industry, property, hospitality and financial services sectors being the Chairman and a board member of various companies evolving in those sectors.

Directorship in listed companies: - Ascencia Limited - ENL Commercial Limited - ENL Land Ltd - New Mauritius Hotels Limited

- Rogers and Company Limited - Swan General Ltd - Swan Life Ltd - Tropical Paradise Co Ltd

André Espitalier-Noël (55 years)Independent Non-Executive Director

First appointed to the Board: December 2011Qualifications: DEUG in Biology & Chemistry, Diploma in Chemical and Food Technology Engineering

André Espitalier-Noël started his career at New Maurifoods Ltd as Food Engineer before shifting to the Chemical/Paint industry at Fapcom, Mauvillac and Penlac in Seychelles. He moved to Plastic Industry (Mtius) Ltd in 1996 as Managing Director till 2014. During these 18 years, he greatly contributed to the restructuring and growth of this enterprise. He acquired a good knowledge of the manufacturing industry and developed good negotiating skill with Trade Unions. He joined the Board of Directors of the Mauritius Oil Refineries Limited in March 2007 and has been appointed as Managing Director Designate of Moroil Group in April 2014 and since 1 January 2015 he is the Managing Director of Moroil Group. He has actively participated in the re-dynamization of Moroil’s subsidiaries namely Metal Can Manufacturers Ltd and Pharmalab Plastic Supplies Ltd.

Directorship in listed companies: - Mauritius Oil Refineries Ltd - Plastic Industry (Mauritius) Ltd

Christian Espitalier-Noël (61 years) Independent Non-Executive DirectorFirst appointed to the Board: December 2011 - up for re-election at the next annual meetingQualifications: Bachelor degree in Accountability, Articles for the Accountants & Auditors Board of SA

Christian Espitalier-Noël worked as Financial Manager in commercial, contracting and air transportation industries in South Africa. He returned to Mauritius to join Robert Le Maire Group as Finance and Administrative Manager in August 2005, and was made Group Chief Finance Officer in September 2009. He resigned in April 2013 to join Evaco Ltd, a property developer, where he had worked for one year as Group Finance Director. Since then he has joined the firm of Chartered Accountants, Deloitte, as Director of Finance and Administration.

Edouard Espitalier-Noël (57 years)Independent Non-Executive Director

First appointed to the Board: April 1987Qualifications: BSc (Hons) Electrical & Electronic Engineering

Edouard Espitalier-Noël started in the retail business of electronic equipment in 1987 as Sales Manager of JM Goupille, a leader in its field. He then took over the General Management of Galaxy in 1995 and in 1996 was promoted as Managing Director of both JM Goupille and Galaxy. In 2008 Edouard Espitalier-Noël was promoted as Chief Retail Executive of the Cim Group. He has now retired after some 30 years of service.Edouard Espitalier-Noël has a good experience in the trade and retail market of Mauritius.

Directorship in listed companies: - ENL Commercial Limited

Eric Espitalier-Noël (57 years)Executive Director

First appointed to the Board: September 1987Qualifications: Bachelor of Social Science, MBA Eric Espitalier-Noël previously worked with De Chazal Du Mée & Co, Chartered Accountants in Mauritius. He joined the ENL Group in 1986 and is currently the Chief Executive Officer of ENL Commercial Limited.Eric Espitalier-Noël has an extensive experience in the commercial and hospitality sectors being a board member of various companies evolving in those sectors.

Directorship in listed companies: - Automatic Systems Limited - ENL Commercial Limited - ENL Land Ltd - Les Moulins de la Concorde Ltée

- Livestock Feed Limited - Rogers and Company Limited - Tropical Paradise Co Ltd (Alternate Director)


LEADERSLEADERS

Gilbert Espitalier-Noël (52 years)Non- Executive Director

First appointed to the Board: September 1999Qualifications: BSc University of Cape Town, BSc (Hons) Louisiana State University and MBA INSEAD

Gilbert Espitalier-Noël joined the Food and Allied Group in 1990 and was appointed Group Operations Director in 2000. He left the Food and Allied Group in February 2007 to join the ENL Group as executive director until June 2015. He is since July 2015 the Chief Executive Officer of New Mauritius Hotels Ltd. Gilbert Espitalier-Noël was President of the Mauritius Chamber of Commerce and Industry in 2001, of the Joint Economic Council in 2002 and 2003 and the Mauritius Sugar Producers Association in 2008 and 2014. Gilbert Espitalier-Noël possesses an extensive experience in the agro industrial, property and hospitality sectors.

Directorship in listed companies: - ENL Commercial Limited - ENL Land Ltd

- Livestock Feed Limited - New Mauritius Hotels Limited

- Rogers and Company Limited

Gerard Espitalier Noël (70 years) Independent Non-Executive Director – up for appointment at the next annual meeting

Qualifications: Diplôme de Perfectionnement en Administration des Entreprises (IAE)

Gérard Espitalier-Noël, C.S.K., C.O.N.M. has had a long career as the Head of Air Mauritius in Europe. In April 2007, he was appointed by the then French Minister of Tourism as technical adviser to the “Conseil National du Tourisme (CNT)” in France. He also held the position of Hotels & Leisure Director of Indigo Hotels & Resorts Ltd in Mauritius between January 2008 and December 2009.

Directorship in listed companies: - ENL Land Ltd

Robert Espitalier Noël (72 years)Independent Non-Executive Director

First appointed to the Board: November 2006 Resigned as Director: June 2016Qualifications: Diplôme de Formation Supérieure en Hôtellerie et Tourisme

Patrice de Robillard (65 years)Independent Non-Executive Director

First appointed to the Board: November 2006Qualifications: MBA with specialisation in Strategic Marketing and International Branding

Patrice de Robillard joined the Food and Allied Group in the 1980’s as Marketing and Sales Manager of the newly formed Panagora Marketing Co Ltd and was subsequently appointed Managing Director of the company. He has held a senior management role in the Group for several years greatly contributing to the development and success of Panagora which is now the number one food marketing and distribution company on the island. He also acted as Director on the board of several companies of the Food and Allied Group. He has retired from Panagora in April 2014 and is now Regional Development Director of the same Group, responsible for developing its food products in the region. Patrice de Robillard has extensive experience in the field of Corporate and Strategic Marketing.

Philippe Espitalier-Noël (51 years) Executive Director

First appointed to the Board: September 1999Resigned as Director: October 2016Qualifications: BSc in Agricultural Economics (University of Natal, South Africa), MBA from London Business School

Roger Espitalier-Noël (61 years)Independent Non-Executive Director

First appointed to the Board: June 2005Qualifications: Certificate in Textile and Knitwear Technology

Roger Espitalier-Noël has headed the operational division of Floreal Knitwear until his nomination as General Manager in 1998. He retired in 2010 after 36 years of service. Roger Espitalier-Noël was involved in the restructuring and relaunch of the Malagasy Production Units after the political unrest of 2001 and as from 2008 acted as consultant for Ciel Textile Ltd where his activities were focused on the environmental, logistic, utilities as well as the retail aspects of the Knits division. He is presently working for Ciel Ltd as Corporate Sustainable Advisor and also chairs its Environment & Social Committee.

Directorship in listed companies: - Ciel Limited - Ciel Textile Limited

- ENL Commercial Limited - ENL Land Ltd

Thierry Koenig (58 years)Independent Non-Executive Director – up for appointment at the next annual meeting

Qualifications: Qualified as Attorney-at-Law from University of Reunion

Thierry Koenig is a director at ENSafrica (Mauritius). He is the Country Head of the Mauritius Office and is the Business Unit leader for the Commercial Dispute Resolution (CDR) Business Unit, firm wide. Thierry Koenig specialises in corporate mergers and acquisitions, capital markets, project financing and commercial litigation and arbitration and is also involved in insolvency matters and Intellectual Property. He is the standing legal adviser to numerous large Mauritian conglomerates.

Thierry Koenig has led numerous M&A transactions and cross border transactions in Mauritius as well as in the Indian Ocean region. He has also been involved in international litigation and arbitrations, acted in several high profile cases of national importance and worked over a dozen of appeals before the Judicial Committee of the Privy Council.

He is currently the President of the LCIA-MIAC Users’ Council and the Chairman of the Takeover Rules Committee. He sits on the Supreme Court Rules Committee and the Council for Vocational Legal Education. Thierry Koenig was made Senior Attorney on June 2010 and is listed by Chambers and Partners as a band 1 lawyer. Thierry Koenig is recognised as a leading lawyer by IFLR1000– Banking and Finance and Mergers and Acquisitions (Mauritius).


LEADERSLEADERS

Hector Espitalier-Noël Group Chief Executive Officer and Chairman - ENL

Hector Espitalier-Noël previously worked with Coopers and Lybrand in London and with De Chazal du Mée in Mauritius. He is the Chief Executive Officer of ENL Limited and the ENL Group since 1990. He is also the Chairman of New Mauritius Hotels Ltd, the Mauritius Sugar Syndicate and Bel Ombre Sugar Estate Ltd and a past chair of Rogers and Company Limited, the Mauritius Chamber of Agriculture and the Mauritius Sugar Producers Association. Hector Espitalier-Noël has a vast experience in the sugar cane industry, property, hospitality and financial services sectors being the Chairman and a board member of various companies evolving in those sectors. Hector Espitalier-Noël is a member of the Institute of Chartered Accountants in England and Wales.

Philippe Espitalier-Noël Chief Executive Officer – Rogers and Company Limited

Philippe Espitalier-Noël has worked extensively on change management within multinational companies in Europe as management consultant with CSC Index before returning to Mauritius to join the Rogers Group in 1997. He has since applied his proven experience of mergers and acquisitions, business turnaround and transformation to drive change and business renewal within the Group. In 2007, Philippe Espitalier-Noël was appointed Chief Executive Officer of Rogers. He has provided strategic thought leadership to the transformation of the Group from its involvement as a commercial conglomerate into an international investment holding focusing on four key service sectors: FinTech, Hospitality, Logistics and Property. Rogers’ international presence now extends to some fifty offices across three continents, including territories such as France, Singapore, India as well as Kenya and Mozambique in East Africa. Philippe Espitalier-Noël is the holder of a BSc in Agricultural Economics from the University of Natal, South Africa and an MBA from the London Business School.

Johan PilotChief Executive Officer - ENL Property

Johan Pilot joined ENL in August 2007 and is presently the Chief Executive Officer of ENL Property Limited. Johan Pilot has more than 10 years of experience in the property developments of ENL group. He has previously worked at PWC-Mauritius. Johan Pilot is a Chartered Accountant from the “Institute of Chartered Accountants in England & Wales”.

Virginie CorneilletHead of ENL Corporate Services

Virginie Corneillet joined ENL in 2010 as Head of Legal and Corporate Affairs and is now Head of Corporate Services. In addition to managing the team providing corporate services to ENL subsidiaries, she is involved in mergers and acquisitions, corporate transactions and corporate governance matters. She also oversees corporate communication. Virginie Corneillet previously worked at Groupe Mon Loisir (now IBL) where she was mainly responsible for the legal aspects of mergers and acquisitions within the group. She started her career at Soulier & Associés, a French law firm based in Paris and Lyons, France. Virginie Corneillet holds a “Maîtrise en Droit des Affaires” from the University of Paris V (France).

Jean Raymond Hardy Chief Executive Officer - ENL Agribusiness

Jean Raymond Hardy is presently the Chief Executive Officer of ENL Agri-business. Prior to joining The Savannah S.E. in 2001, he worked at Lonhro Group Britannia S.E, Deep River Beau Champ and Société de Gérance Mon Loisir. Jean Raymond Hardy has 35 years’ experience in the sugarcane industry and has been actively involved in the centralisation process of sugar factories in the centre and the south of Mauritius during the last 15 years. Jean Raymond Hardy is a former President of the Mauritius Chamber of Agriculture and is presently the Chairman of the Sugar Industry Pension Fund Board. Jean Raymond Hardy is holder of an MBA from Surrey University.

Eric Espitalier-Noël Chief Executive Officer - ENL Commercial

Eric Espitalier-Noël previously worked with De Chazal Du Mée & Co, Chartered Accountants in Mauritius. He joined the ENL Group in 1986 and is currently the Chief Executive Officer of ENL Commercial Limited. Eric Espitalier-Noël has an extensive experience in the commercial and hospitality sectors being a board member of various companies evolving in those sectors. Eric Espitalier-Noël holds a Bachelor of Social Science and an MBA.

SENIOR MANAGERS

Richard StedmanManaging Director - ENL Lifestyle cluster

Richard Stedman is the Managing Director of ENL Lifestyle. He holds a Diploma in Hotel Management from Ecole Hoteliere de Lausanne. He joined the ENL Group in 2008, previously having worked with Hyatt International as well as Food & Allied in Executive Hotel Management positions.

Paul TsangChief Financial Officer

Paul Tsang is the Chief Financial Officer of ENL. He joined ENL Limited in December 1994 after a nine year stint with De Chazal du Mée. He has extensive experience in preparation of consolidated financial statements, feasibility studies and structured debts financing.


The Directors have pleasure in submitting the Company’s report on corporate governance.

This report describes the main corporate governance framework and compliance of the Company with the disclosures required under the Code of Corporate Governance for Mauritius (‘The Code’). Reasons for non-compliance are provided in the Corporate Governance Report, where applicable.

ENL Limited (‘ENL’) was incorporated in 1944 as a holding company to bring together the interests held by the Espitalier-Noël family. ENL remains at the outset a family owned business whose control is exercised by the Espitalier-Noël family. This is reflected in the composition of the Board of Directors and the executive management of ENL. The family values are thus upheld and infused in every action undertaken by the Group.

The ultimate holding company of ENL is L’Accord Limited, a limited-liability public company while the ultimate control of the Company remains with Société Caredas, a société civile.

ENL is the holding Company of the ENL group of companies, with two main subsidiaries, namely ENL Land Ltd and ENL Commercial Limited, which together contributed most of the Group’s turnover and profit after tax for the year under review. Effective 1 October 2012, Rogers & Company Limited became a subsidiary company of ENL and effective 1 February 2016, ENL Investment Limited has been amalgamated with and into ENL Land Ltd.

Both ENL Land Ltd and ENL Commercial Limited are listed on the Official List of the Stock Exchange of Mauritius Limited and have implemented the recommendations of The Code, as reported under their respective report on corporate governance, notably:

> Independent directors on the Board;

> An audit and risk management committee composed entirely of Non-Executive Directors;

> A corporate-governance committee chaired by an independent Non-Executive Director.

No Audit and Risk Management Committee and Corporate Governance Committee have been implemented at the level of ENL since the Company’s core business consists in investment and management of two subsidiaries all of which are equipped with fully fledged systems of corporate governance as explained above. Besides, the Board of Directors remains the focal point of the corporate governance system and is accountable and responsible for the performance and affairs of the Company.

1. CORPORATE TRANSACTION

> In May 2013, the shareholders of ENL had, at a special meeting, approved the following Bonus Issue:

(i)104,339,424 new Preference Shares (listed shares on the DEM) credited as fully paid up to:

holders of Preference Shares in the proportion of 149 new Preference Shares for every Preference Share held;

holders of Ordinary Shares (unlisted shares) in the propor-tion of 53 new Preference Shares for every Ordinary Share held.

(ii)108,074,976 new Ordinary Shares (unlisted shares) credited as fully paid up to holders of Ordinary Shares in the proportion of 96 new Ordinary Shares for every Ordinary Share held.

> The stated capital of the Company now amounts to:

No. of Ordinary shares of Rs 10 each 109,200,757

No. of Preference shares of Rs 10 each 104,639,243

Stated Capital Rs 2,138,400,000

2. SHAREHOLDERS

(i) Holding Structure

The Company’s holding structure as at 30 June 2016 was as follows:(The % disclosed relates to voting rights)

Société Caredas

L’Accord Limited

La Sablonnière Limited

ENL Limited

59.6%

77.8%

71.8%

CORPORATE GOVERNANCE REPORT

CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT


(ii) Common Directors

For the year ended 30 June 2016, the common directors within the Company’s holding structure were as follows:

L’Accord Limited La Sablonnière Limited

Eric Espitalier-Noël

Gilbert Espitalier-Noël

Hector Espitalier-Noël

Roger Espitalier Noël

Patrice de Robillard

Robert Espitalier Noël (resigned on 22 June 2016) Resigned on 22 June 2016

(iii) Substantial Shareholders

As at 30 June 2016, the sole shareholder holding more than 5% of the ordinary shares of the Company was as follows:

Ordinary (%)

La Sablonnière Limited 71.8

(iv) Shareholders’ Relations and Communication

> The Board of Directors places great importance on open and transparent communication with its shareholders.

> The Company communicates to its shareholders through its Annual Report, circulars issued in compliance with the DEM Rules of the Stock of Exchange of Mauritius Limited, press announcements, publication of unaudited quarterly and audited abridged financial statements of the Company, dividend declaration and the Annual Meeting of shareholders.

> The website (www.enl.mu/investors/enl-limited/), which includes an investors’ corner, provides timely information to stakeholders. Interim, audited financial statements, press releases and so forth are already accessible therefrom.

> Analysts meetings are also organised after the publication of audited abridged financial statements and analysts are invited to interact with management.

> In compliance with The Companies Act 2001, shareholders are invited to the Annual Meeting of ENL at which the Board of Directors is also present. The Company’s Annual meeting provides an opportunity to shareholders to raise and discuss matters relating to the Company with the Board.

(v) Dividend Policy

> The Company has no formal dividend policy.

> However, the Board believes that shareholders expect reasonable dividends to be paid by the Company, subject to its profitability, cash flow, working capital and capital-expenditure requirements.

> The following table and graph outline the dividends paid by the Company over the last five financial years:

Financial years DIVIDEND PER SHARE

Interim (Rs) Final (Rs)

Ordinary Shares

Preference Shares

Ordinary Shares

Preference Shares

30 June 2012 50 50 40 40

30 June 2013 50 50 0.37 0.37

30 June 2014 0.35 0.35 0.39 0.39

30 June 2015 0.39 0.39 0.39 0.39

30 June 2016 0.39 0.39 0.39 0.39

Total dividend value (Rs)

2015 201620132012 2014

166,

795,

200

158,

241,

600

150,

400,

800

128,

304,

000

166,

795,

200



http://www.enl.mu/investors/enl-limited/


(vi) Shareholders’ Calendar

September 2016 Publication of abridged audited financial statements for year ended 30 June 2016

November 2016

Issue of Annual Report 2016

Declaration of Interim Dividend

Publication of 1st Quarter results to 30 September 2016

December 2016Payment of Interim Dividend

Annual Meeting of Shareholders

February 2017 Publication of half-year results to 31 December 2016

May 2017Publication of 3rd Quarter results to 31 March 2017

Declaration of Final Dividend

July 2017 Payment of Final Dividend

(vii) Stock Market Information

> The Company’s Preference shares are listed on the DEM.

> The Company is governed by the rules for DEM companies issued by the Stock Exchange of Mauritius Limited.

> Hereunder is the graphical representation of the price movement of the Company’s Preference shares from 1 July 2015 to 1 July 2016.

Share Price Movement

Demex ENL Limited

Sep15

Oct15

Nov15

Dec15

Jan16

Mar16

Feb16

Apr16

Jul16

Jun16

May16

Jul15

Aug15

60

70

80

90

100

110

120

(viii) Share Ownership:

Distribution of Shareholders at 30 June 2016

Range of Shareholding

ORDINARY SHARES PREFERENCE SHARES

ShareholderCount*

Number ofshares held

%Shares held

ShareholderCount*

Number of shares held

%Shares held

1 - 500 18 4,983 0.005 132 25,923 0.025

501 – 1,000 18 14,841 0.014 47 39,891 0.038

1,001 – 5,000 55 151,356 0.139 193 507,196 0.485

5,001 – 10,000 11 94,090 0.086 126 886,136 0.847

10,001 – 50,000 86 2,125,669 1.947 239 5,563,619 5.317

50,001 – 100,000 36 2,697,182 2.470 74 5,103,006 4.877

100,001 – 250,000 31 4,863,968 4.454 52 7,549,493 7.215

250,001 – 500,000 4 1,589,830 1.456 39 13,414,343 12.820

Over 500,000 15 97,658,838 89.431 37 71,549,636 68.377

Total 274 109,200,757 100 939 104,639,243 100

* The above number of shareholders is indicative, due to consolidation of multi portfolios for reporting purposes. The total number of active Ordinary and Preference shareholders as at 30 June 2016 was 275 and 959 respectively.

Spread of Shareholders

To the best knowledge of the directors, the spread of shareholders at 30 June 2016 was as follows:

ORDINARY SHARES PREFERENCE SHARES

No of Shareholders

No. of Shares

held % No of

Shareholders No. of Shares

Held %

Individuals 240 22,350,726 20.468 797 44,522,271 42.548

Insurance & Assurance Cos 1 3,007 0.003 7 3,092,126 2.955

Pension & Provident Funds - - - 14 2,326,832 2.224

Investment & Trust Cos 8 4,502,812 4.123 31 17,862,692 17.071

Other Corporate Bodies 25 82,344,212 75.406 90 36,835,322 35.202

Total 274 109,200,757 100 939 104,639,243 100




3. BOARD OF DIRECTORS

> ENL is governed by a Board of Directors consisting of ten Directors. The Board of Directors is the Company’s supreme governing body and has full power over the affairs of the Company.

> The Directors are aware that the Code recommends that each director should be elected (or re-elected as the case may be) every year at the Annual Meeting of shareholders. However, at each Annual Meeting of the Company, one Director who has held office during a period of three years, retires by rotation and is eligible for re-appointment, in compliance with the provisions of the Company’s Memorandum & Articles of Association.

> Newly appointed Directors go through a full induction process in order to become familiar with the Group’s operations, business environment and senior management. During the year under review, Mr Robert Espitalier-Noël has resigned as director and in September 2016, Mr Gerard Espitalier-Noël has been appointed as additional director of ENL Limited.

> During the discharge of their duties, the Directors are entitled to seek independent professional advice at the Company’s expense and have access to the records of the Company.

> Mr Hector Espitalier-Noël is the CEO and Chairman of ENL. During the performance of his duties, Mr Hector Espitalier-Noël ensures that information pertaining to the subsidiaries is communicated to the Board of Directors of ENL regularly so that the latter can exercise its supervisory function and ensures upholding of the family values and principles.

> One of the primary roles of ENL is to provide corporate and management services to its main subsidiaries as per the management contracts with those companies. As such, Mr Hector Espitalier-Noël also leads the CEOs of the clusters of the Group.

> ENL’s Board focuses on strategic matters and policy decision making at Group level, while decisions of an operational nature are taken independently at the level of the Board of Directors of ENL’s subsidiaries. Proper governance principles are exercised at the level of all subsidiaries. The Board of Directors of ENL’s main subsidiaries is composed of a number of Non-Executive and Independent Non-Executive Directors.

> Given the organisational structure of ENL Group, the Board of Directors of ENL believes that the role of the Chairman and CEO is thus efficiently carried out by the same person.

> The Chief Financial Officer attends all board meetings and assists in reporting at Board meetings.

> During the year under review, the deliberations by the Board of Directors included the following:

o Approval of the Annual Report for the year ended 30 June 2015;

o Approval of Financial Results:

- Abridged audited financial statements for the year ended 30 June 2015 for publication purposes;

- The unaudited quarterly consolidated results of the Company for publication purposes.

o Preparation of Annual Meeting held in December 2015;

o Declaration and payment of interim and final dividends for the year ended 30 June 2016;

o Review of the Group’s operations;

o Review of the performance of the Group against budget;

o Adoption of the ENL Code of Ethics and approval of the Anti-Fraud Policy, Internal Control Policy and Framework, ICT Governance Framework as well as Group authority matrix.

o Approval of transfers of shares;

o Assessment and approval of investment opportunities;

o Approval of banking facilities with financial institutions.

(i) Directors’ Profile

The names and profiles of ENL’s Directors are disclosed on pages 66 to 69 of the Annual Report.

(ii) Directors’ Interests

> Directors inform the Company as soon as they become aware that they are interested in a transaction. The Company Secretary keeps a register of Directors’ interests and ensures that the latter is updated regularly.

> All new Directors are required to notify in writing to the Company Secretary their direct and indirect interests in ENL.

> At 30 June 2016, the Directors’ interests in the shares of the Company were as follows:

Directors ORDINARY SHARES PREFERENCE SHARES

DIRECT INDIRECT DIRECT INDIRECT

No. of shares

% No. of shares % No. of shares

% No. of shares

%

André Espitalier-Noël - - 544,912 0.50 - - 331,845 0.32

Christian Espitalier-Noël 10,476 0.01 172,537 0.16 89,996 0.09 14,557 0.01

Edouard Espitalier-Noël 194 0.00 372,375 0.34 220,786 0.21 7,600 0.01

Eric Espitalier-Noël 1 0.00 9,787,664 8.96 - - 5,739,505 5.49

Gilbert Espitalier-Noël 1 0.00 9,651,163 8.84 - - 6,033,793 5.77

Hector Espitalier-Noël 319,130 0.29 10,127,278 9.27 - - 5,746,433 5.49

Philippe Espitalier-Noël 25,996 0.02 10,075,954 9.23 282,340 0.27 6,075,073 5.81

Robert Espitalier Noël(resigned on 22 June 2016)

14,700 0.01 895,446 0.82 534,688 0.51 20,038 0.02

Roger Espitalier Noël - - 1,285,293 1.18 233,964 0.22 544,189 0.52

Patrice de Robillard 19,400 0.02 756,761 0.69 - - 460,562 0.44




(iii) Share Dealings by Directors

> The Board adheres to the principles of the rules for DEM companies issued by the Stock Exchange of Mauritius Limited and The Companies Act 2001 in respect of share dealings.

> The Company Secretary keeps the Directors apprised of closed periods and of their responsibilities in respect of the above rules.

> During the financial year under review, none of the Directors have traded in the shares of ENL except for the following:

Ordinary shares

No. of shares Acquired

No. of shares Disposed

Indirectly through associates of Directors:

Roger Espitalier Noël through Societe Fleurdesel Argente 20,855 -

(iv) Board Appraisal

> The Board of Directors has earlier resolved that Board appraisals shall be conducted every two years by the Company, the last one having been carried out in May/June 2016.

> This time frame enables ENL to ensure on going improvements in governance matters.

> This year’s approach to enhance governance effectiveness, aimed at focusing on specific areas of improvement namely strategic foresight, stakeholder management and self-evaluation.

> The objective was to enable Directors to drill into specific issues and devise action plans to address particular areas of improvement.

> Interviews were conducted with each Director by the Company Secretary.

> Effort was laid on the collection of qualitative data from the Directors.

(v) Board Charter

The Board is of the view that the responsibilities of the Directors should not be confined in a board charter and has consequently resolved not to adopt a charter.

(vi) Attendance at Board Meetings

The attendance of the Directors at the Board meetings of the Company was as follows:

No. of Board Meetings held 4

Category Directors Attendance

Executive

Eric Espitalier-Noël 2

Hector Espitalier-Noël 4

Philippe Espitalier-Noël 3

Non-Executive Gilbert Espitalier-Noël 2

Independent Non-Executive

André Espitalier-Noël 4

Christian Espitalier-Noël 4

Edouard Espitalier-Noël 3

Robert Espitalier Noël (resigned on 22 June 2016) 3

Roger Espitalier Noël 4

Patrice de Robillard 3

(vii) Remuneration of Directors

> The underlying philosophy for the remuneration of Directors is to set remuneration at appropriate level to attract, retain and motivate high calibre personnel and reward in alignment with their individual as well as joint contribution towards the achievement of the Company’s objective and performance, whilst taking into account the current market conditions and Company’s financial position. The Directors are remunerated for their knowledge, experience and insight given to the Board.

> There is currently no executive director approaching retirement.

> Any Director who is in full time employment of ENL does not receive any additional remuneration for sitting on the Board of Directors.

> Any remuneration perceived by an employee of ENL Group in respect of his sitting on the Board of Directors of any other company, is deducted from his yearly remuneration.




> For the year under review, the actual remuneration and benefits perceived by the Directors are as per below:

Directors Remuneration from the Company

Remuneration from

Subsidiaries

Remuneration from companies on which

Director serves as representative of the

Company

(Rs) (Rs) (Rs)

André Espitalier-Noël 85,000 - -

Christian Espitalier-Noël 85,000 - -

Edouard Espitalier-Noël 75,000 172,500 -

Eric Espitalier-Noël 65,000 11,437,320 -

Gilbert Espitalier-Noël 65,000 641,364 -

Hector Espitalier-Noël 17,189,154 1,184,000 -

Philippe Espitalier-Noël 75,000 18,153,102 -

Robert Espitalier Noël (resigned on 22 June 2016)

75,000 - -

Roger Espitalier Noël 85,000 425,000 -

Patrice de Robillard 75,000 - -

4. PROFILE OF THE SENIOR MANAGEMENT TEAM

The profile of the Senior Management team of ENL is disclosed on pages 70 to 71 of the Annual Report.

5. ENL CORPORATE SERVICES LIMITED (ENLCS)

ENLCS is a wholly owned subsidiary of ENL which provides a range of corporate services such as human resources, communication, legal, secretarial, information & communication technology, internal audit and marketing services mainly to companies forming part of the ENL Group.

Human resources

The human resources (HR) department endeavours to provide HR services to meet the Group’s goals in terms of attraction and retention of talents, development of people’s potential, performance enhancement, employee engagement, and work-life balance in line with the values of the ENL Group.

Communication

The corporate communication department has the overall responsibility to preserve and promote the ENL brand image and reputation. It does so by implementing an integrated communication strategy that optimises the use of multiple channels to effectively reach the different constituencies of ENL.

Secretarial & Legal

The secretarial & legal department provides secretarial services and legal assistance encompassing meetings’ management, contract drafting, assistance on mergers and acquisitions amongst others, thus ensuring that companies comply with their statutory and contractual obligations.

Information & Communication Technology (ICT)

The main mission of the ICT department is to provide strategic and operational support to ENL companies to leverage each company’s ICT to achieve their business objectives. A customized service is provided in terms of planning, management of ICT projects and provision of technical support.

Internal Audit & Risk Management

Using a risk based methodology, the Internal Audit team of ENLCS examines the adequacy and compliance with policies, plans and statutory requirements for Group Companies forming part of its audit universe. It is also responsible for assessing and improving the effectiveness of governance, risk management, control and ethics across the Group.

Business Process

This service empowers ENL business units to enhance their performance in a constantly changing environment through continuous improvement methods. It advocates for a participatory approach to problem solving, promoting a culture where processes are monitored and energies are focused on achieving common business objectives.

Marketing

The mission of the Marketing function is to grow the ENL brand and assist entities in uncovering business opportunities, define the commercial strategy, plan the overall brand experience and build engaging relationships with target customers.

6. REGISTERED OFFICE

The registered office of ENL is situated at ENL House, Vivéa Business Park, Moka.

7. HUMAN CAPITAL

Please refer to pages 56 to 59 of the Annual Report.




8. RELATED PARTY TRANSACTIONS

Note 39 of the audited Financial Statements for the year ended 30 June 2016 set out on page 182 of the Annual Report 2016 details all the Related Party Transactions between the Company or any of its subsidiaries or associates and a director, chief executive, controlling shareholder or companies owned or controlled by a director, chief executive or controlling shareholder. In addition, shareholders are apprised of related party transactions through press releases in compliance with the DEM Rules.

9. MATERIAL CLAUSES OF THE COMPANY’S CONSTITUTION

Preference shares are freely transferable both within and outside the shareholders of the Company. On the other hand, Ordinary shares are freely transferable only to other holders of such ordinary shares. Ordinary shareholders wishing to transfer their ordinary shares to persons, who are not already ordinary shareholders of the Company, shall do so via the Board of Directors as provided under the provisions of the articles of association of the Company.

10. SHAREHOLDERS’ AGREEMENT AFFECTING THE GOVERNANCE OF THE COMPANY BY THE BOARD

The Directors confirm that, to the best of their knowledge, they are not aware of the existence of any such agreement for the year under review.

11. CONTRACTS OF SIGNIFICANCE BETWEEN THE COMPANY AND ITS SUBSTANTIAL SHAREHOLDERS

The Directors confirm that, to the best of their knowledge, they are not aware of the existence of any such agreement during the year under review.

12. THIRD PARTY MANAGEMENT AGREEMENTS

The Group has the following management agreements with third parties:

> ENL Commercial has a management contract with Superdist Limited for the provision of management services and is remunerated at a fixed monthly fee of Rs 90,000 (exclusive of Value Added Tax).

> A development management agreement with Dolphin Coast Marina Estate Ltd for managing the development of an IRS at La Balise. The contract is remunerated at 3.8% of the total development costs and is discharged by ENL Property.

> A contract with FRCI Group for the provision of secretarial services remunerated at an annual fixed fee.

> Effective September 2016, a contract with New Mauritius Hotels Limited for the provision of secretarial services remunerated at an annual fixed fee.

13. SHARE OPTION PLANS

ENL has no share option plans.

14. INTERNAL CONTROL

The Board is responsible for the system of internal control and risk management of the Group and its subsidiaries. The Board is committed to continuously maintain adequate internal control procedures with a view to safeguard the assets of the Group. Areas with high residual risks are continuously assessed and reviewed with the assistance of the Internal Audit department.

The Board has instructed Management to continuously implement and maintain adequate and effective internal controls and also ensure that the processes and systems used are operating satisfactorily. The Board derives assurance that the internal control systems are effective through the Management of each subsidiary who is appraised regularly in respect of performance and operations and also through the Internal Audit function in accordance with their internal audit plan.

Over the financial years ended 30 June 2015 and 2016, the Boards of ENL Limited and its subsidiaries adopted ENL’s ‘Internal Control Policy and Framework’. The Policy stresses on the importance of the following:

> Responsibility of entities of the Group to ensure adequacy and regular monitoring of the internal control system within their business operations.

> How Internal Control is operated at all levels of the Group and is embedded in its daily activities.

> The independent assessment of the internal control environment by the Internal Audit Department of ENL, as the Third Line of Defence, which ultimately reports to the respective Audit and Risk Management Committee(ARMCs) of the holding subsidiaries’ being ENL Land Ltd and ENL Commercial Limited, on all internal control issues of the respective companies.

In the design of the internal control system, entities are encouraged to have the ‘right balance of internal controls’, i.e., neither too little nor too much as it may impact the business in terms of costs, growth and safeguarding of the business. This is well summarised in the diagram below which highlights that an optimal level of internal controls is key to ensure that organisations thrive and generate value.

Too little• Unknown “leakages” in systems• Erratic performance• Poor discipline

Too much• Overspending on controls• Bureaucratic culture• Predictable performance

Optimal• Disciplined culture• High degree of control consciousness• Enhanced performance

Source: Smart Control: Transforming controls to reduce cost, enable growth and keep the business safe, EY, 2013.




15. INTERNAL AUDIT

ENL Limited (ENL) provides internal audit services to its subsidiaries, with the exception of Rogers and Company Limited and the latter’s direct subsidiaries (thereafter referred to as ‘Rogers’). The services are provided in accordance with the terms of a management contract that binds the entities.

The Internal Audit function at Rogers is carried out by the Risk & Audit department, an independent in-house business unit operating within a framework aligned with the various policies in existence at this company. The Head of Internal Audit and Risk Management of Rogers reports to the Risk Management and Audit Committee (RMAC) of Rogers.

ENL’s internal audit department is adequately staffed with qualified auditors and certified internal auditor. ENL’s Head of Internal Audit functionally reports to the respective Audit and Risk Management Committee (ARMCs), of the holding’s subsidiaries being ENL Land Ltd and ENL Commercial Limited, on all internal audit issues of the respective companies.

The internal audit department of ENL operates in line with the Internal Audit Charter and provides independent assurance to the ARMCs as to the adequacy and effectiveness of governance, risk management and compliance processes. It has unrestricted access to review all activities and transactions undertaken within the Group and to appraise and report thereon. To protect and enhance organisational value, the internal audit department applies a risk-based methodology for auditing and compliance with policies and procedures being reviewed in areas of significant inherent risks.

The key drivers that guide the Internal Audit department of ENL in delivering effective results are:

Monitoring& Compliance

DriveEf�ciency &Performance

ValueCreation

INTERNALAUDIT

Internal audit activities are carried out in line with the internal audit plan, as approved by the respective ARMCs of the Group, prior to the start of each financial year. ENL’s Head of Internal Audit is invited to all meetings of the respective ARMCs and is entitled to convene a special meeting of the Committee in order to deal with any matter which he considers to be urgent. A follow-up mechanism which facilitates the monitoring of progress and the audit management system are continuously updated to international standards.



The internal audit department works closely with the external auditors for sharing of internal audit findings. It also coordinates activities, as regards to governance, risk and compliance, with other internal functions within the organisation and business partners to optimise the level of service to the Group.

During the year ended 30 June 2016, the main tasks carried out by the internal audit department of ENL were as follows:

> Conducting assurance reviews in accordance with the Internal Audit Plan. The key areas reviewed at entities of ENL related to :

ENL Agri Limited and its subsidiaries

ENL Property Limited and its subsidiaries

ENL Commercial Limited and its subsidiaries

ENL Lifestyle Limited and its subsidiaries

Internal Audit Engagements

o Procurement of materials and services;

o Stock management and store arrangement of Agro supplies;

o Sales and debtors management for the anthurium growing business unit.

o Post-construction audits, for completed projects, with areas of focus being accounting of revenue and construction costs.

o Other specific assignments being review of the plant department of a major construction company, revenue and accounts receivables management and procurement-to-payment cycles amongst others.

o Periodic review of inventory and accounts receivable management for one of the main subsidiaries.

o Other specific assignments at other subsidiaries include review of Procurement-to-payment processes, over key business processes for other entities

o Review over procurement to payment process, stock and store management, cash handling and banking procedures at one of its restaurants.

> The outcome of the internal audit engagement entailed in Management being apprised of salient audit observations and action plans, during closing meetings held with Operational and Senior Management, prior to finalisation. Such forums are intended to validate and prioritise on the importance of management action plans for addressing internal control deficiencies or improvements. The internal audit reports are subsequently reported to Senior Management of ENL and ARMCs of ENL Land Ltd and ENL Commercial Limited, as appropriate.

> Conducting detailed follow-up of action plans of previous internal audit reports, to appraise their implementation status, which are reported to the Senior Management and ARMCs for monitoring;

> Collaborating with external auditors and sharing of audit issues; and

> Preparing the Internal Audit plan for year ending 30 June 2017 for approval by the ARMCs


Building on the Initiatives of the Internal Audit Department

As from July 2015, the Internal Audit department has two distinct functions (i) an Assurance function and (ii) a Governance, Risk and Compliance (GRC) function. Whereas the GRC function operates autonomously, yet for practical reasons, the Head of Internal Audit still leads both functions. These two functions worked closely during year ended 30 June 2016 which enabled the Internal Audit Department to gain a better understanding of business realities and also to add higher value to clients.

The Internal Audit department is aligned to achieve its targeted role of being a trusted advisor to the stakeholders of the organisation while fulfilling its role of being the third line of defence. The journey to reach and build up on its value added function to the business can be summarised in the diagram below. The Internal Audit department presently positions itself in the mid of ‘Problem Solver’ and ‘Insight generator’.

Internal Audit ‘Journey to capture unrealised value’

Source: PwC’s, Higher performance by design: A blueprint for change

Internal Audit (Assurance) Methodology:

The visual diagram, as illustrated further, provides a snapshot of the improved internal audit (assurance) methodology in the planning, performance and delivery of engagements. The following activities are included:

(i) ‘Planning and Scoping’ of engagements whereby the internal audit plan is prepared, in light of significant risk areas of the business, and approved by the ARMCs prior to start of each financial year.

(ii) Conducting ‘Assurance assignment’ whereby business activities and processes are understood, risks and controls evaluated, audit tests carried out and observations and action plans formulated.

(iii) ‘Reporting of findings’, the last stage of the audit assignment whereby observations and action plans are reported to Operational Management, Senior Management of ENL and ARMCs. Action plans, as agreed with Operational Management, are monitored via the follow-up mechanism to ascertain that risk areas are mitigated.

AssuranceAdvisory

INTERNAL AUDITASSIGNMENT

PLANNINGAND SCOPING

Internal Audit (Assurance) Methodology

Value CreationMonitoring and ComplianceEf�ciency and Performance

OUR DRIVERS

qualityreview &assurance

OUR SERVICES

REPORTINGOF FINDINGS

Reporting Follow-up ofAction Plans

Building & Process understanding

Evaluate Risks & Controls

Observations & Action Plans

AuditTests

Risk Assessment

InternalAudit plan

ARMCApproval

Quality review and assurance, of the work and report submitted by the internal audit (Assurance) team, is pervasive throughout each stage of the audit lifecycle to ensure that audit objectives have been fulfilled.




Follow up over Key Initiatives on Governance and related matters

As at 30 June 2015, initiatives were identified by the Group. The following table summarises the achievements made during year ended 30 June 2016 with regards to these initiatives.

Code of EthicsThe Code of Ethics (referred to as the ‘Code’) sets out ENL’s stance with regard to ethics, i.e., ‘Doing the right thing even when no one is looking’.

The Code puts forward 10 Principles of the Group which are underpinned by the 5 core values of ENL: Humane, Solid, Successful, Dynamic and Responsible.

ACHIEVEMENTSThe Code was deployed across ENL and its subsidiaries.

Roadshows were organised, with the support of the Group HR function, in view of raising awareness of company officials on ethical principles. Company officials received a copy of the Code and confirmed their adherence to the Code.

Enterprise Risk Management (ERM)One of the Group’s holding subsidiaries, ENL Land Ltd, had embarked on an ERM project which was two-folds, namely to:

o enhance its ERM framework to ensure alignment to leading practices; and

o reassess its existing key and emergent risks for its clusters.

ACHIEVEMENTSKey achievements are namely:

> ‘Risk Awareness’ sessions successfully conducted with Management teams of clusters;

> ‘Risk Workshops’ done with Management team of clusters and re-assessing the principal risks;

> ‘Risk Framework’ being revisited.

ANTI-FRAUD POLICY

ACHIEVEMENTSThe Policies were deployed across ENL and its subsidiaries. Roadshows were organised, with the support of the Governance, Risk and Compliance function (GRC), to raise awareness of company officials with regards to

> Fraud, its prevention and detection.

> Internal control as a Management Tool to ensure that objectives set are met whilst minimising risks.

The Anti-Fraud Policy puts forward ENL’s statement with regard to Fraud, i.e., ‘ENL has a zero-tolerance policy to Fraud’. The Policy also highlights the importance of fraud prevention and detection and introduces an ‘Ethics and Fraud Hotline’ mechanism accessible to all employees, Managers, Directors and external parties.

INTERNAL CONTROL POLICYThe Internal Control Policy & Framework stresses on the importance of entities of the Group to develop their set of policies and procedures to enhance the internal control environment.

IT GOVERNANCEThe Group’s IT Governance Framework based on a set of Policies and Procedures defined for the group will enable each company to align its IT Strategy to its business strate-gy using a Maturity Model.

ACHIEVEMENTSThe Head of ICT facilitated the assessment of the maturity level and the GAP analysis for the group’s entities. The Head of ICT is presently working with each entity to define an action plan to bridge the GAP.




16. RISK MANAGEMENT

The activities of the risk management processes of ENL are explained on pages 36 to 55 of the Annual Report.

17. CODE OF ETHICS

A new Code of Ethics which sets out the specific ENL’s stance with regard to ethics has been adopted by the Board of ENL in September 2015.

The Code is underpinned by ENL’s Values and thus, puts forward 10 Principles which reflect ethical behaviours and attitudes expected from ENL employees and governing bodies of ENL. The principles and rules formulated in the Code do not replace local legislation in the countries where ENL operates. The Code also provides an ethics enabling mechanism in event of ethical breaches.

ENL is committed to the highest standards of integrity and ethical conduct in dealing with all its stakeholders.

During the year ended 30 June 2016, the Group with the support of the HR functions of the ENL Group, successfully deployed and facilitated the dissemination of the Code of Ethics amongst ENL employees and governing bodies. Employees and Directors have confirmed their adherence to the Code of Ethics.

19. COMPANY SECRETARY

> All Directors have access to the advice and services of the Company Secretary.

> The Company Secretary is responsible to the Board for ensuring proper administration of Board proceedings.

> The Company Secretary provides guidance to Directors on matters of company law and with regard to their responsibilities in the statutory environment in which the Company operates.

20. AUDITOR’S FEES

The fees paid to the auditors for audit and other services are disclosed on page 97 of the Annual Report.

21. DONATIONS

The aggregate amounts of political and other donations made during the year under review are disclosed on page 97 of the Annual Report.

22. CORPORATE SOCIAL RESPONSIBILITY

Building sustainability

ENL invested Rs 1 million to enhance the sustainability of local communities in regions hosting its operations, namely Pailles, Moka/Saint-Pierre, L’Escalier and Gros Cailloux. This contribution brings ENL Group’s total investment in building social capital to Rs 10 million, which is at par with those of previous years.

“We are committed through this Code of ethics, to further strengthen our governance structure as we strongly believe that a company who adopts sound management principles will be in a better position to grow its wealth in the long-run and to transmit its values to next generations.”



HECTOR ESPITALIER-NOËLGroup CEO – ENL Limited

18. SAFETY AND HEALTH

> The Group’s businesses are committed to ensuring and maintaining the highest standards of safety and health for our employees and other people concerned with the Group’s activities.

> The safety and health of our employees is important for the smooth running and cost-effectiveness of the business. The co-operation of all concerned in identifying hazards and controlling risks is thus of paramount importance.

> To meet these commitments, the Company and its subsidiaries:

o comply with The Occupational Safety and Health Act No 28 of 2005 and other related legislative and regulatory frameworks.

o provide its employees with sufficient information, instruction, training, and supervision to enable them to carry out their functions and responsibilities in a safe and efficient manner.

o encourage employees to enter into open dialogue with management relating to any issue of concern on matters of safety and health.

o consult Safety and Health representatives during Safety and Health committees and audits.

o wherever applicable, subsidiaries have employed Health and Safety officers and/or established Health and Safety Committees to ensure that the legal framework is complied with and contribute to the well-being of their employees.

> Last year, 72 employees of ENL Group were trained in First Aid.


Outreach programs were executed by ENL Foundation, a government-accredited not-for-profit organisation which implements the group’s strategy in terms of Corporate Social Responsibility. It promotes value creation through a participatory approach with its stakeholders.

ENL Foundation works under the guidance of its Board of Directors and in close collaboration with the National CSR Committee. Its broader mission centres on youth empowerment, the preservation of the natural environment and the promotion of Mauritian communities through targeted interventions at the grass-root level.

The ENL Foundation yearly plan of action is also shaped by legal requirements and national priorities as set out by the government. During the year, the national CSR strategy called for concerted actions to eradicate absolute poverty. ENL Foundation has been active on this front, often alongside experienced NGO partners.

In addition to initiatives taken through the Foundation, ENL Limited has also been a keen supporter and an active participant in arts, culture and sports initiatives in line with the ENL ethos of sustainable nation building.

A full report on ENL Foundation is set out on pages 60 to 63.

23. AUDITORS

Following the amendments brought by the Financial Reporting Act in September 2016, where an audit firm has audited the accounts of a listed company for a continuous period of 7 years or more and is, as at 7 September 2016, auditing the accounts of that company, it may continue to audit the accounts of that company subject to such conditions and for such time as may be prescribed.

Since the conditions mentioned above have not yet been prescribed by the authorities, the Board of Directors of ENL has recommended to the shareholders the re-appointment of BDO & Co. as auditors of ENL for the year ending 30 June 2017.

Preety Gopaul, ACISCompany Secretary

29 September 2016

BOARD OF DIRECTORS’ STATEMENT

OTHER STATUTORY DISCLOSURES

(Pursuant to Section 221 of The Companies Act 2001 and Section 88 of The Securities Act 2005)30 June 2016

Activities

The activities of ENL Group are disclosed on pages 16 to 35 of the Annual Report 2016.

Directors

A list of the Directors of the Company and its subsidiaries is given on pages 190 to 199 of the Annual Report 2016.

Directors’ Service Contracts

None of the Directors of the Company and of the subsidiaries have service contracts that need to be disclosed under Section 221 of the Companies Act 2001.

Contracts of Significance

During the year under review, there was no contract of significance to which ENL Limited, or one of its subsidiaries, was a party and in which a Director of ENL Limited was materially interested either directly or indirectly.

Directors’ remuneration and benefits

Total remuneration and benefits received, or due and receivable, by the Directors from the Company and its subsidiaries were as follows:

Directors of ENL Limited From the Company From the Subsidiaries2016 2015 2016 2015

Rs’000 Rs’000 Rs’000 Rs’000Executive Full-time 15,306 15,624 1,184 1,231Part-time 140 265 26,763 37,684Non-executive 545 520 1,239 635Post-employment benefits – Executive directors 1,883 1,664 2,827 2,835

17,874 18,073 32,013 42,385




Direct and Indirect Interests of senior officers (excluding directors) In the Equity of ENL Limited or any Subsidiaries

(i) As at 30 June 2016, none of the senior officers (excluding directors) held any direct or indirect interests in the equity of the Company.

(ii) As at 30 June 2016, the following senior officers (excluding directors) held direct interest in the equity of the subsidiaries of the Company as detailed below:

Ascencia Ltd(Class A shares)

ENL Land Ltd (Ordinary Shares)

ENL Land Ltd (Preference Shares)

Rogers and Company Limited

No. of shares

% No. of shares

% No. of shares

% No. of shares

%

Virginie Corneillet - - 1,500 0.0005 - - 1,900 0.0008

Johan Pilot 3,500 0.0013 1,200 0.0004 - - - -

Richard Stedman - - 10,500 0.0035 11 0.0003 - -

Jean-Raymond Hardy - - 11,610 0.0039 - - 17,000 0.0067

Indemnities and Insurance

A Directors’ and officers’ liability Insurance policy has been subscribed to by the Company. The policy provides cover for the risks arising out of the acts or omissions of the Directors and Officers of the Company. The cover does not provide insurance against fraudulent, malicious or wilful acts or omissions.

Donations Group Company2016 2015 2016 2015

Donations made during the year:Political (Rs’000) - 14,500 - 2,250Corporate Social Responsibility (Rs’000)Statutory 5,415 3,458 464 262Voluntary 5,897 6,798 - 730Number of recipients (no.) 664 617 107 95

Auditors’ Remuneration Group Company2016 2015 2016 2015

Rs’000 Rs’000 Rs’000 Rs’000Audit fees paid to: BDO & Co 20,116 17,771 900 775Other firms 7,400 4,500 - -

Fees paid for the other services provided by:BDO & Co 2,500 1,340 - -Other firms 8,500 5,900 - -


2016 2015Rs’000 Rs’000

Directors of subsidiary companies who are not directors of the CompanyExecutive (2016: 45; 2015: 34)Full-time 213,904 157,667Part-time - -Non-executive (2016: 97; 2015: 91) 6,641 12,687Post-employment benefits – Executive directors 3,178 3,622

223,723 173,976

Directors’ Interests in Shares

(i) The interests of the Directors in the shares of ENL Limited as at 30 June 2016 are found on page 79 of the Annual Report.

(ii) As at 30 June 2016, none of the Directors, except for those detailed below, held any direct interests in the equity of the subsidiaries of the Company:

Ascencia Ltd(Class A shares)

ENL Commercial Limited

ENL Land Ltd (Ordinary Shares)

ENL Land Ltd (Preference

Shares)

Rogers and Company Limited

No. of shares

% No. of shares

% No. of shares

% No. of shares

% No. of shares

%

André Espitalier-Noël - - - - 142,884 0.0483 - - - -

Christian Espitalier-Noël - - - - - - 5,000 0.1487 - -

Edouard Espitalier-Noël 24,483 0.0092 6,387 0.0219 59,871 0.0202 13,975 0.4156 40,000 0.0159

Eric Espitalier-Noël - - 259,728 0.8903 105,700 0.0357 - - - -

Gilbert Espitalier-Noël - - - - - - - - 18,320 0.0073

Hector Espitalier-Noël - - 427,351 1.4649 37,029 0.0125 - - - -

Philippe Espitalier-Noël - - - - - - - - 23,800 0.0094

Robert Espitalier Noël(resigned on 22 June 2016)

- - 14,238 0.0488 160,583 0.0542 6,318 0.1879 - -

Roger Espitalier Noël - - 91 0.0003 2,316 0.0008 - - - -



STATEMENT OF DIRECTORS’ RESPONSIBILITIES

In Respect of Financial Statements

Company law requires the Directors to prepare financial statements for each financial year, which present fairly the financial position, financial performance and cash flow of the Company. In preparing those financial statements, the Directors are required to:

> select suitable accounting policies and then apply them consistently;

> make judgments and estimates that are reasonable and prudent;

> state whether International Financial Reporting Standards have been followed and complied with, subject to any material departures being disclosed and explained in the financial statements;

> prepare the financial statements on a going-concern basis unless it is inappropriate to presume that the Company will continue in business; and

> ensure that the Code of Corporate Governance has been adhered to and in case of non-compliance, reasons have been provided accordingly.

The Directors confirm that they have complied with the above requirements in preparing the Company’s Financial Statements.

The external auditors are responsible for reporting on whether the financial statements are fairly presented.

The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy the financial position of the Company at any time and enable them to ensure that the Financial Statements comply with The Companies Act 2001. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps to prevent and detect fraud and other irregularities.

The Board is also responsible for the system of internal control and risk management for the Company and its subsidiaries. The Board is committed to continuously maintain a sound system of risk management and adequate control procedures with a view to safeguarding the assets of the Group. This is achieved through the Internal Audit Department which is headed by the Head of Internal Audit.

The Board believes that the Group’s systems of internal control and risk management provide reasonable assurance that control and risk issues are identified, reported on and dealt with appropriately.

Nothing has come to the Board’s attention, to indicate any material breakdown in the functioning of the internal controls and systems during the period under review, which could have a material impact on the business. The financial statements are prepared from the accounting records on the basis of consistent use of appropriate accounting policies supported by reasonable and prudent judgments and estimates that fairly present the state of affairs of the Group and the Company.


STATEMENT OF COMPLIANCE(SECTION 75 (3) OF THE FINANCIAL REPORTING ACT)

Name of Public Interest Entity (‘PIE’): ENL Limited

Reporting Period: 1 July 2015 to 30 June 2016

We, the Directors of ENL Limited, confirm that to the best of our knowledge, the PIE has not complied with Sections 2.2.6, 2.5.4, 2.5.5 and 3.5 of the Code of Corporate Governance. The reasons for non-compliance are detailed on pages 72 and 78 of the Corporate Governance Report.

Hector Espitalier-Noël Roger Espitalier-NoëlChairman Director

29 September 2016


100ENL Limited | Annual Report 2016

COMPANYSECRETARY’S CERTIFICATE(PURSUANT TO SECTION 166(D) OF THE COMPANIES ACT 2001)

I certify that, to the best of my knowledge and belief, the Company has filed with the Registrar of Companies all such returns as are required of the Company under The Companies Act 2001.

Preety Gopaul, ACISCompany Secretary

29 September 2016

Documents

66 LEADERS ENL Limited Annual Report 2016 ENL Limited ......Qualifications: BSc University of Cape Town, BSc (Hons) Louisiana State University and MBA INSEAD Gilbert Espitalier-Noël