Proposed Amendments to the Corporate Governance Policy

MAURITIUS BROADCASTING CORPORATION CORPORATE GOVERNANCE POLICYINTRODUCTIONThis Corporate Governance Policy has been formulated based on the Report of CorporateGovernance for Mauritius, published by the Committee on Corporate Governance in April2004.The guiding principles in the Code of Corporate Governance as set out in the Report havebeen adapted to the Mauritius Broadcasting Corporation (MBC).The MBC Board and Management are committed to ensure the effective implementation ofcorporate governance principles at the Corporation for the promotion of responsiblebusiness practices and a good corporate climate.In line with the above objective, the Corporate Governance Policy outlines the essentialcorporate governance principles to be adopted in the key areas enumerated in the Report. Page 1

MAURITIUS BROADCASTING CORPORATION CORPORATE GOVERNANCE POLICYROLE AND RESPONSIBILITIES OF THE BOARDThe Board, being ultimately accountable for the performance of the MBC, is responsible fordefining general policy guidelines regarding the operation of the Corporation.In this respect, it is the responsibility of the Board to determine the appropriate corporategovernance practices applicable to the Corporation’s environment and ensure thatprocesses and procedures are in place to achieve the Corporation’s objectives.CompositionIn accordance with the MBC Act, the MBC Board comprises seven members who areappointed by the Parent Ministry as follows:  A Chairperson;  A representative from the Parent Ministry;  A representative from the Government Information Services;  Two persons with experience in education and broadcasting;  One person with experience in administration and labour relations; and  One person with experience in economy and finance.ResponsibilitiesThe main responsibilities of the Board are as follows:  The Board meets on a regular basis. Special Board meetings are also held to deal with urgent or specific issues.  Except under exceptional circumstances, Board Members receive an agenda and detailed attachments of the items to be discussed at a reasonable time prior to meetings.  Items discussed at each meeting include but are not limited to the approval of minutes of precedent meetings, human resource, financial and technical issues. The Board can take up any matter it wishes to discuss at any time.  The Board is responsible for making final decisions relating to staff matters, financial matters, signing of agreements, programmes issues and major strategic issues.  The Board is responsible for appointing chairpersons and members of Committees.  In case of dissent in arriving at decisions, the matter will be subject to votes. Each Board Member, including the Chairperson, is entitled to one vote. Page 2

MAURITIUS BROADCASTING CORPORATION CORPORATE GOVERNANCE POLICYROLE AND RESPONSIBILITIES OF THE CHAIRPERSONThe Chairperson presides over all meetings of the Board and ensures the smoothfunctioning of the Board in the interests of good governance.He provides overall leadership to the Board and encourages active participation of eachBoard Member in discussions and board matters. He plays an active part in agenda settingfor board meetings. He also ensures that all relevant information and facts are placedbefore the Board to enable members to take informed decisions.Where it is not possible to hold a Meeting of the Board and where approval is required foran urgent matter, the Chairperson is empowered to consider and give his approval for anissue. The covering approval of the Board is sought at the next meeting.In the absence of the Chairperson, the Board designates another member to replace him forthe meeting. The Acting Chairperson is vested with all the powers of the Chairperson topreside over meetings and take decisions as appropriate. Page 3

MAURITIUS BROADCASTING CORPORATION CORPORATE GOVERNANCE POLICYROLE AND RESPONSIBILITIES OF THE DIRECTOR GENERALThe Board, in the discharge of its duties, delegates responsibility for the operation andadministration of the Corporation to the Director General. The Director General, beinginvolved in the daily operations of the Corporation, ensures the efficiency of thisresponsibility and reports to the Board.AppointmentIn accordance with the MBC Act, the Director General and the Deputy Director General areappointed by the Parent Ministry.ResponsibilitiesThe main responsibilities of the Director General are as follows:  The Director General is responsible for the execution of the policy of the Board and for the control and management of the day to day business of the Corporation as a public broadcaster;  He develops and recommends to the Board annual business plans and budgets;  He is responsible for taking the actions required to ensure that the Corporation achieves its financial and operating goals;  He ensures that the Corporation has an effective management team and workforce who participate in the development and operations of the organisation;  All employees of the Corporation are under the administrative control of the Director General; and  The Director General represents the MBC and its Board on all operational and day to day matters and is the spokesperson of the organisation.In the absence of the Director General, the Deputy Director General is empowered toexercise the functions and powers of the Director General. The Acting Director General actsin accordance with the directions received from the Board or the Director General. Page 4

MAURITIUS BROADCASTING CORPORATION CORPORATE GOVERNANCE POLICYROLE AND RESPONSIBILITIES OF THE BOARD SECRETARYAppointmentAppointment and removal of the Board Secretary fall under the responsibility of the Board.The Board Secretary may be recommended for appointment by the Director General. TheBoard should be satisfied that the Board Secretary possesses the required attributes andqualifications to discharge his/her duties.The Board Secretary may act as Secretary to the Committees of the Board.ResponsibilitiesThe main responsibilities of the Board Secretary are as follows:  The Board Secretary is responsible for the compilation and preparation of board papers in compliance with the required standards of good governance;  The Board Secretary records the minutes of all Board meetings and ensures that these are approved by the Board. The safeguard and record of Board papers are under the responsibility of the Secretary; and  The Board Secretary communicates the Board’s decisions and instructions to relevant persons. Page 5

MAURITIUS BROADCASTING CORPORATION CORPORATE GOVERNANCE POLICYROLE AND RESPONSIBILITIES OF BOARD COMMITTEESThe Board Committees give detailed attention to specific areas and submit theirrecommendations to the Board. The Board relies on the Committee’s advice andrecommendations in taking a decision on a matter.The Committees of the Board, as far as possible, comprise members of the Board only. Theappointment of the Chairperson and members of specific Committees lies under theresponsibility of the Board. In general, a Committee of the Board comprises three (3)members. Where a member gives prior notice for being unable to attend a Committee, theBoard may designate another member to attend on his/ her behalf.The quorum for decisions of the Committees shall be any two members present throughoutthe meeting who vote on the matter for decision.Where necessary, specialists of specific fields at the Corporation may be called upon toadvise and assist the Committee, temporarily or permanently. These persons are notentitled to vote. The Committee may, where necessary, also call upon external specialisedskills to assist in its deliberations and decisions.Meetings are held as the Committees deem appropriate. The Chairperson of theCommittees may call a meeting at any time.The notice of each meeting of the Committees confirming the venue, time and date andenclosing an agenda of items to be discussed are, other than under exceptionalcircumstances, forwarded to each member of the Committee at a reasonable time prior tothe date of the meeting.The minutes of the meetings are recorded by the Secretary of the Committee and approvedby the Chairperson prior to being submitted to the Board for approval.In accordance with the MBC Act, there are four (4) Sub-Committees of the Board:1. Programmes CommitteeTerms of Reference  To examine periodic reports of the distribution of airtime between the different genres actually broadcast and to provide guidance for future programming;  To approve parameters for local production;  To commission audience surveys at regular intervals towards continuous improvement of programming; and  To commission quality audit for productions.  To consider any issue related to programming Page 6

MAURITIUS BROADCASTING CORPORATION CORPORATE GOVERNANCE POLICY2. Finance CommitteeTerms of Reference  To monitor the finances of the Corporation;  To ensure that the financial reports are prepared on a timely basis;  To examine the Corporation's budget and monitor its implementation on a quarterly basis;  To ensure that there is proper budgetary control;  To ensure compliance with financial procedures; and  To examine the Procurement Plan and recommend to the Board procurement of goods, services, consultancy and works for contracts above Rs100,000.3. Appointments CommitteeTerms of Reference  To consider and recommend to the Board for approval the appointment and promotion of staff;  To ensure that appointment and promotion of staff are made as per the provisions of the MBC Rules and Regulations 1987 and PRB Report;  To consider and recommend to the Board for approval of strategies and policies with regard to the planning and utilisation of human resources; and  To ensure a proper working environment within the organization as per the Occupational Health and Safety Act. 4. Disciplinary CommitteeTerms of Reference  To consider all cases of breach of discipline;  To conduct disciplinary hearing where necessary; and  To submit its report to the Board for appropriate disciplinary sanction.In line with the Code of Corporate Governance, the following two (2) Committees have alsobeen set up by the Board:5. Audit and Risk Management CommitteeTerms of Reference  To evaluate the functioning of the internal control system;  To evaluate the functioning of the internal audit department;  To examine any accounting or auditing concerns identified as a result of internal or external audits;  To review the adequacy of corrective action taken in response to significant audit findings;  To review the annual report and accounts taken as a whole and recommend Page 7

MAURITIUS BROADCASTING CORPORATION CORPORATE GOVERNANCE POLICY to the Board the approval of the annual and interim financial statements;  To review and assess the integrity of the risk control systems at the Corporation and ensure that the risk policies and strategies are effectively managed; and  To ensure the maintenance of proper and adequate accounting records.  To review the external auditor’s management letter and management’s response6. Corporate Governance CommitteeTerms of Reference  To determine and develop the company’s general policy on corporate governance in accordance with the applicable Code of Corporate Governance;  To be responsible for the preparation of the Corporate Governance Report to be published in the Corporation’s annual report;  To ensure that disclosures are made in the annual report in compliance with the disclosure provisions in the Code of Corporate Governance; and  To assess and review the systems and processes pertaining to ethics, stakeholder relations and safety, health and environment issues at the Corporation. The terms of reference and composition of Board Committees can be reviewed by the Board given that the Corporation operates in a constantly changing and dynamic environment. The Board follows all necessary procedures to review the terms of reference of Board Committees. Special Committees can also be held on ad-hoc basis to take up specific matters. The terms of reference and composition of such committees are determined by the Board. Page 8

MAURITIUS BROADCASTING CORPORATION CORPORATE GOVERNANCE POLICYRISK MANAGEMENTThe Board decides on the overall strategy for risk as well as appropriate risk managementpolicies.Based on the Board’s strategy, responsibility for the development and monitoring of therisk management system and processes is delegated to the Audit and Risk ManagementCommittee.Management is accountable to the Audit and Risk Management Committee for theimplementation of the risk management system and processes.The Audit and Risk Management Committee reports to the Board regarding the structuresand processes in place for the identification and management of risk. The Committee alsorecommends to the Board the disclosure to be included in the annual report in respect ofrisk management and compliance. Page 9

MAURITIUS BROADCASTING CORPORATION CORPORATE GOVERNANCE POLICYINTERNAL CONTROLThe Board decides on the appropriate policies to ensure and monitor the achievement oforganisational objectives.Based on the Board’s policies, responsibility for the implementation and monitoring of theinternal control systems is delegated to the Audit and Risk Management Committee.Management is accountable to the Audit and Risk Management Committee for the effectivefunctioning of the internal control systems.The Audit and Risk Management Committee reports to the Board on the operation of theinternal controls. The Committee also recommends to the Board the disclosure to beincluded in the annual report in respect of internal control process. Page 10

MAURITIUS BROADCASTING CORPORATION CORPORATE GOVERNANCE POLICYINTERNAL AUDITThe Board delegates responsibility for receiving internal audit reports to the Audit andRisk Management Committee and management. The Internal Auditor should report to theAudit and Risk Management Committee through its Chairperson..The Internal Audit Section monitors the efficiency of risk management system and internalcontrol processes at the Corporation. Internal audit reports are submitted to Managementand actions are taken based on the findings of the reports.The findings of the reports and remedial actions that have been taken are examined at thelevel of the Audit and Risk Management Committee.A report can be made to the Board on major findings and effectiveness of actions taken. TheBoard may at any time decide to take up a matter at its level. Page 11

MAURITIUS BROADCASTING CORPORATION CORPORATE GOVERNANCE POLICYACCOUNTING AND AUDITINGThe Audit and Risk Management Committee is responsible for monitoring the integrity ofthe financial statements of the Corporation.Financial statements are prepared in accordance with International Reporting Standards.Comparative financial statements are submitted to the Board at each meeting.The National Audit Office provides an annual check on the way in which the financialstatements of the Corporation have been prepared. Page 12

MAURITIUS BROADCASTING CORPORATION CORPORATE GOVERNANCE POLICYINTEGRATED SUSTAINABILITY REPORTINGThe Corporation, in its ethics, takes into account the following:Stakeholder RelationsThe Corporation aims at maintaining mutually beneficial relationships with itsstakeholders. The Corporate Governance Committee ensures that principles of goodgovernance prevail in all dealings with the Corporation’s key stakeholders.Safety, Health and EnvironmentThe Corporation operates in accordance with the Occupational Health and Safety Act. Thereshould be a registered full-time Safety and Health Officer at the MBC who ensures thatsafety, health and environment issues comply with legislative and regulatory frameworks.The Safety and Health Officer also ensures that the MBC complies with its Safety and HealthPolicy statement.Information TechnologyInformation Technology (IT) guidelines are existent at the Corporation and guideemployees in their use of IT. Page 13

MAURITIUS BROADCASTING CORPORATION CORPORATE GOVERNANCE POLICYCOMMUNICATION AND DISCLOSUREThe Corporation is required to submit to the National Audit Office its annual report whichcurrently includes:  A three (3) year strategic plan indicating the visions and goals of the MBC;  Financial statements duly signed by the Chairperson and another member of the Board; and  A corporate governance report in accordance with the National Code of Corporate Governance.After the Board’s approval, the Director General is required to submit the Annual Report tothe National Auditor not later than 3 months after the end of every financial year.The auditor submits the annual report and his audit report to the Board within 6 months ofthe date of receipt of the Annual Report. The auditor also states in his annual reportwhether provisions of the Public Procurement Act (bidding process) have been compliedwith.On receipt of the audited annual report and financial statements, the Board furnishes theseto the Parent Minister not later than one month from the date of receipt.The Parent Minister then lays a copy of the annual report and audited statements beforethe National Assembly at the earliest available opportunity. Page 14