Corporate Governance
The Board of Directors of Bank One Limited (the “Bank”) is fully committed to maintain 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.
The corporate governance framework of the Bank includes a Board of Directors who has been entrusted with the necessary powers to direct and supervise the management of the business and the affairs of the Bank in an ethical and responsible manner as per its Constitution, the shareholders’ agreement and to the extent permitted by law. 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 to establish 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.
Governance Structure
BOARD OF DIRECTORS
Cyril Wong Sun Thiong
Independent Chairperson
Moonesar (Sunil) Ramgobin
Chief Executive Officer & Executive Director
Gauri Ajay Gupta
Non-Executive Director
Ignacio Serrahima Arbestain
Independent Director
Jerome de Chasteauneuf
Non-Executive Director
Lakshman Bheenick
Non-Executive Director
Marc Israel
Independent Director
Kihara Maina
Non-Executive Director
CHIEF EXECUTIVE OFFICER
Moonesar (Sunil) Ramgobin
Chief Executive Officer
Moonesar (Sunil) Ramgobin is an accomplished banking professional with over 30 years of experience across various sectors within the industry. His expertise spans Corporate and Investment Banking, Retail Banking, Business/SME Banking, Wealth Management, Custody, and Islamic Banking.
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CHIEF RISK OFFICER
Normela Maunick
Interim Chief Risk Officer
Normela Maunick has more than 15 years of audit, advisory and risk management experience and has worked for the Mauritius Commercial Bank Limited, ABC Banking Corporation Limited and Standard Bank (Mauritius) Limited.
COMPLIANCE FUNCTION
Bunsrajsing (Ashish) Gowreesunker
Interim Head of Compliance
Bunsrajsing (Ashish) Gowreesunker is a seasoned banking professional with over 25 years of experience at senior level covering both first and second lines of defense roles, spanning across Retail Banking, Custody, Global Business, Corporate Banking, Remediation, and Compliance. He has been very active in the industry, serving as the vice chairman of the Compliance Committee of the Mauritius Bankers Association. Ashish is passionate about ensuring the safe growth of institutions while optimizing resources to capture all opportunities for growth. Throughout his career, he has demonstrated a strong commitment to maintaining the highest standards of regulatory compliance and risk management. He joined Mauritius International Trust Company Limited as Head of Risk and Compliance in February 2024 and was appointed Interim Head of Compliance of the Bank in July 2024. Ashish is a member of the International Compliance Association and the Association of Certified Anti-Money Laundering Specialists.
HEAD OF LEGAL AND REGULATORY AFFAIRS
Valerie Duval
Head of Legal and Regulatory Affairs
Called to the bar in 1995, Valerie joined Bank One’s Executive Committee since 2008 and acquired in depth exposure and expertise in banking operations and legal matters. She has been appointed as Head of Legal and Regulatory Affairs since September 2019.
CHIEF OPERATING OFFICER
Saleem Ulhaq
Chief Operating Officer
Eric joined Bank One as Chief Operating Officer in October 2020.
BOARD AUDIT COMMITTEE
Committee composition
Cyril Wong Sun Thiong (Chairperson)
Ignacio Serrahima Arbestain
Marc Israel
Frequency:
Quarterly
Main Terms of Reference:
Assist the Board in fulfilling its corporate governance responsibilities in relation to the oversight of the quality and integrity of financial reporting, risk management and internal control, statutory compliance and audit functions, including:
- The compliance of the financial statements with all applicable legal, regulatory and professional reporting requirements as well as making informed decisions regarding accounting policies, judgements, practices and disclosures;
- Formulate and make recommendations to the Board in respect of the overall current and future risk appetite, oversee senior management’s implementation of the risk appetite framework, and report on the state of the risk culture in the Bank and evaluate how management is held accountable for the maintenance of internal control within the Bank.
- The recommendation for appointment of the Bank’s auditors.
- The scope and results of internal audit reviews and external audits; and
- The effectiveness of systems of risk management, internal control and compliance.
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ALCO
Main Terms of Reference:
- To ensure effective Balance Sheet management and associated market risks such as liquidity, interest rate, foreign exchange and others.
- To ensure optimal usage of available capital and pro-active capital planning
- To determine the assets/liabilities pricing depending on maturity profiles
- To ensure maximization of profits within the constraints of having to maintain adequate liquidity and capital as well as not incurring risks in excess of the Bank`s appetite
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BOARD RISK MANAGEMENT COMMITTEE
Committee composition
Lakshman Bheenick (Chairperson)
Cyril Wong Sun Thiong
Moonesar (Sunil) Ramgobin
Kihara Maina
Frequency:
Quarterly
Main Terms of Reference:
- Identify, review and assess the principal risks, including but not limited to, credit, market, liquidity, operational, technological, legal, compliance and reputational risks, and the actions taken to mitigate these risks.
- Approve and periodically review the strategy and risk management framework for climate-related and environmental financial risks and opportunities;
- Formulate and make recommendations to the Board in respect of the overall current and future risk appetite, oversee senior management’s implementation of the risk appetite framework, and report on the state of the risk culture in the Bank and evaluate how management is held accountable for the maintenance of internal control within the Bank.
- Determine country exposure/risk tolerance limits, review and ratify any breaches.
- Review / monitor the structure for identifying, monitoring and managing compliance risks to ensure adherence to laws, regulations, procedures, processing and controls amongst others, and, if deemed necessary, recommend to the Board changes to the structure.
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BOARD CREDIT COMMITTEE
Committee composition
Gauri Ajay Gupta (Chairperson)
Lakshman Bheenick
Frequency:
At least 6 times per annum
Main Terms of Reference:
- Provide guidance and recommendations on the Credit Risk Policy and the Approval Framework prior to same being submitted to the BRMC and the Board for approval.
- Consider and decide on loans applications beyond the discretionary limits of the Management in line with the Credit Risk Policy.
- Review lending and credit decisions by the various sanctioning authorities at Management level.
- Direct, monitor, review and consider all issues that may materially impact on the present and future quality of the Bank’s credit risk management.
- Ensure compliance with Guidelines issued by Bank of Mauritius on Credit Risk Management from time to time.
- Conduct loan reviews independent of any person or committee responsible for sanctioning credit.
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BOARD STRATEGY & INVESTMENT COMMITTEE
Committee composition
Kihara Maina (Chairperson)
Lakshman Bheenick
Ignacio Serrahima Arbestain
Moonesar (Sunil) Ramgobin
Marc Israel
Frequency:
Quarterly
Main Terms of Reference:
- Review and recommend to the Board, the Bank’s strategic plan.
- Monitor and measure the progress of the implementation of the strategic plan.
- Review the annual budget as proposed by management from a strategic perspective.
- Decide or recommend decisions to the Board, on key investments and on the selection of strategic service providers.
- Validate the Transformation roadmap of the Bank in line with Operational Excellence principles, for onward submission to the Board.
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GOVERNANCE, NOMINATION & REMUNERATION COMMITTEE
Committee composition
Gauri Ajay Gupta (Chairperson)
Ignacio Serrahima Arbestain
Lakshman Bheenick
Frequency:
At least twice per annum
Main Terms of Reference:
- Direct the process of appointing, renewing and replacing the CEO and validate, based upon the CEO’s recommendations, the selection criteria for the EXCO and Senior Management positions.
- Review, at least annually, the Board and board committees’ structure, size and composition (including balance between Executive and Non-executive/Independent Directors), and make recommendations to the Board with regards to any adjustments that are deemed necessary.
- Approve the qualification and suitability of candidates for Board membership (including Chairperson of the Board, Chairpersons of the committees, and committee members) and make recommendations as appropriate to the Board.
- Assess the effectiveness and performance of the directors, Board and board committees, as well as the Chairperson of the Board and the CEO.
- Develop and recommend the Bank’s general policy on Directors / Executive / Senior Management remuneration.
- Make recommendations to the Board on all corporate governance provisions to be adopted for Board effectiveness and compliance with the prevailing Corporate Governance Principles.
- Ensure that the reporting requirements with regard to corporate governance, whether in the Annual Report or an on-going basis, are in accordance with the prevailing Corporate Governance Principles.
- Review and recommend to the Board the Bank’s Code of Ethics and monitor its implementation and compliance thereto.
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CONDUCT REVIEW & CORPORATE GOVERNANCE COMMITTEE
Committee composition
Nikhil Treebhoohun (Chairperson)
Sandra Martyres
Main Terms of Reference:
- Review and approve credit exposure to related parties, ensure that the same are granted at market terms and conditions;
- Make recommendations to the Board on all corporate governance matters; and
- Oversee the CSR activities and projects of the Bank.
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BOARD INVESTMENT AND TRANSFORMATION COMMITTEE
Committee composition
Marc-Emmanuel Vives (Chairperson)
L.A. Sivaramakrishnan
Moonesar (Sunil) Ramgobin
Ignasi Serrahima
Main Terms of Reference:
The Committee assists the Board in fulfilling its responsibilities pertaining to:
- HR Management;
- Expenses related matters;
- Administrative matters including customer experience, transformation, IT and other projects and IT security.
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COMPANY SECRETARY
Kareen Ng
Company Secretary
Kareen is an associate member of the Chartered Governance Institute UK & Ireland. She also holds a BSc in Computer Science and Information Systems from the University of South Africa. With over 10 years’ of experience as Company Secretary serving a diverse range of companies, including some listed on both the official and DEM markets of the Stock Exchange of Mauritius, Kareen has a vast exposure working with Boards in the banking and financial services industry, automobile, shipping & logistics, food and hotel industries.