Governance

TrustQore Mauritius

Governance Framework

TrustQore (Mauritius) Ltd is a wholly owned subsidiary of TrustQore Ltd.  TrustQore operates a group structure with entities licensed in Mauritius, Switzerland, and British Virgin Islands.  The group considers the corporate governance principles and regulations of these jurisdictions before adopting the appropriate standard of the group, in order to comply with requirements of the jurisdictions.

TrustQore (Mauritius) Ltd is led by a unitary Board which has a collective responsibility for the leadership, oversight, and long-term success of the organisation.  The Directors bring a diverse mix, experiences and personal attributes such as integrity and independence of opinion.  The Board works under a set of established policies and mandates that set out the clear lines of responsibility and delegation of authority.  The Board has put in place a reporting mechanism to ensure that matters affecting the overall affairs and reputation of the Company are channelled to the Board.  The Board is supported by a Senior Management Team which is tasked with the day-to-day running of the business.  The performance and effectiveness of the Senior Management Team is monitored against set KPIs. 

Board and Committees

Board

The Board has the ultimate responsibility to set strategy and policy for the business and affairs of the Company.  The Board is accountable to the shareholders for the performance of the Company.  The board operates within the TrustQore group’s governance framework.

The Board is composed of 8 members, out of which 3 are female members, with 6 executive members,
1 non-executive member and 1 independent non-executive member.
The executive and non-executive directors of TrustQore (Mauritius) Ltd are shown below.  The biographical details are available by clicking on the relevant name.

Directorate 

Non-Executive Directors

Nicholas Andrew PACKER

David KOON KAM KING

Executive Directors 

Marco RAPAGLIA

Kim Tracy SETZKORN

Ronel Anneli WILLIAMS

Manuela PERMAL 

Jaco VAN JAARSVELD

Nitesh BAUSSOO

The Board as a whole is responsible for the oversight of management on behalf of the organisation’s shareholders. The Board is assisted in its oversight function by various management committees/forums set up for specific purpose such as risk management, strategy setting, and overseeing of operations.  These committees are composed of a mix of Directors and management.

Due to the size and nature of the organisation, the Board has not established sub-committees.  The Board is responsible for the discharge of its responsibilities as per law requirements.

Secretary to the Board  

Manuela PERMAL 

Director appointment process

In general, the Board wishes to balance the needs for professional knowledge, business expertise, varied industry knowledge, financial expertise, and CEO-level business management experience, while striving to ensure diversity of representation among its members, including diversity with respect to gender, race, ethnicity, and nationality. With this in mind, the Board seeks to select members who combine leadership and business management experience, experience in disciplines relevant to the organisation and its businesses and who demonstrate specific skills, expertise knowledge, and personal qualities reflecting integrity, judgment, achievement, and effectiveness to appropriately challenge management.

The appointment of directors of TrustQore (Mauritius) Ltd is usually done either to fill up a casual vacancy or to appoint an additional director based on the needs of skills and knowledge on the Board. Directors are appointed through an ordinary resolution of shareholders.

Position Statements 

Details on the Position Statements of the Chairman, Managing Director and Company Secretary can be accessed on the following link:

Committees

The Board is supported by committees set up under the TrustQore group.  These supporting committees are composed of a mix of directors and are accountable to the Board. The supporting committees assist the Board in the implementation of agreed strategy and ensuring oversight over performance and operations on a day-to-day basis as well as ensuring proper risk controls and management.

Internal Audit

The Board has outsourced the internal audit function to an independent audit firm.  The independent audit firm has conducted an audit exercise in 2021 on the adherence of processes and controls within the parameters of the policies and regulatory guidelines.

Code of Ethics

The Company has adopted the Group’s Code of Ethics.  The said document may be accessed on the following link.

Statement of Compliance

Name of Company: TrustQore (Mauritius) Ltd (formerly known as GMG Trust Ltd)

Reporting period: 1 January 2022 to 31 December 2022

Throughout the year ended 31 December 2022 to the best of the Board’s knowledge the organisation has complied with the Corporate Governance Code for Mauritius (2016). The organisation has materially applied all of the principles set out in the Code and explained how these principles have been applied.

 

Constitution of TrustQore (Mauritius) Ltd

 

TrustQore Mauritius Organisation Chart

Director’s Appointment Process

Appointment of Directors of TrustQore (Mauritius) Ltd is performed either for filling up a casual vacancy or appointed as an additional director to the Board.  The search for board candidates and appointment are made on merit against objective criteria (which include skills, knowledge, experience, and with due regard for the benefits of diversity on the board, including gender, ethnicity and nationality.  The Board also ensure that a transparent procedure is in place in planning for the succession of all key officeholders.

  • Directors’ appointment as per the Constitution of the Company

1. Appointment by resolution and by notice

The directors of the Company shall be such person or persons as may be appointed from time to time by ordinary resolution or by notice to the Company signed by the holder or holders for the time being of the majority of ordinary shares in the capital of the Company but so that the total number shall not at any time exceed the number fixed.

2. Appointment to fill a casual vacancy

The directors may appoint any person to be a director to fill a casual vacancy or as an addition to the existing directors but the total number of directors shall not at any time exceed the number fixed.  Any director appointed by casual vacancy shall hold office only until the next following annual meeting and shall then retire but shall be eligible for appointment at that meeting.

  • Appointment Process
Appointment Process step 1
Appointment Process step 2
Appointment Process step 3
Appointment Process step 4
Appointment Process step 5

Position Statements

TRUSTQORE (MAURITIUS) LTD
BOARD AND EXECUTIVE ROLES

The position statement for the key governance roles and responsibilities of the Board are outlined below:

Chairman

  • Provides overall leadership of the Board
  • Ensures that the Board is effective in its tasks of setting and implementing the company’s direction and strategy
  • Ensures that the development needs of the directors are identified and appropriate training is provided continuously to update their skills and knowledge
  • Maintains sound relations with the shareholders

Managing Director

    • Develops and executes the company’s business strategies in order to attain the goals of the board and shareholders.
    • Provides strategic advice to the board and Chairperson so that they will have an accurate view of the market and the company’s future.
    • Ensures the overall management of the Company’s operations.
    • Prepares and implements comprehensive business plans and ensuring that the Company attains its objectives as cost-effectively and efficiently as possible.
    • Develops and directs the implementation of policies and procedures to ensure that the Company complies with all statutory regulations.
    • Maintaining trust relationships with shareholders, business partners and authorities
    • Overseeing the company’s financial performance, investments and other business ventures
    • Building and protecting the Company’s brand value.

Board

  • Ensures Compliance by the Company of applicable regulation and policies
    Safeguards the assets of the Company
  • Ensures long term interests of the shareholder are being served
  • Contribute to the development of the strategy
  • Monitor performance of Management against agreed objectives
  • Ensure adequate and proper risk management

Company Secretary

  • Ensures that the organisation complies with its constitution, all relevant statutory and regulatory requirements.
  • Informs Board of all legislations relevant to or affecting meetings of shareholders and directors and review developments in corporate governance.
  • Ensures that procedures for the appointment of directors are properly undertaken and facilitate the proper induction of directors into their role.
  • Provides the Board as a whole and directors individually with guidance as to their roles and responsibilities, advising and assisting the directors with respect to their duties and responsibilities, in particular compliance with prevailing regulations.
  • To prepare the agenda of the Board, and shareholders’ meetings (where applicable) in consultation with the Chairperson and the Managing Director and circulating the agendas and supporting documents in a timely manner.
  • Ensures that the shareholders’ interests are taken care of and act as a primary point of contact for all shareholders.

Code of Ethics

 

INTRODUCTION AND IMPORTANCE OF CODE

The Group Code of Conduct and Ethics (hereinafter “the Code”) has been devised to provide directors and employees (hereinafter “the Employees”) of TrustQore Group entities (hereinafter “the Company” or “TrustQore” or “TrustQore entities”) the required information on how to conduct business with the highest level of integrity in their daily duties.

The Code applies to all TrustQore entities operating in the Trust & Fiduciary Business in Mauritius, Switzerland and British Virgin Islands. For the avoidance of doubt, the policy will apply to the following entities:

a) TrustQore (Mauritius) Ltd;
b) TrustQore Corporate Services Ltd and subsidiaries;
c) TrustQore Secretarial Services (Mau) Ltd;
d) TrustQore Services Ltd
e) TrustQore (Switzerland) SA; and
f) TrustQore (BVI) Ltd and its wholly owned subsidiaries; Control Services Corp., Securities House Nominees Inc. and Custody Investment Services Ltd.

We believe that the conduct of each Employee has a significant impact on the Company’s ability to maintain success and a good reputation. We believe that in applying common sense, sound judgment and integrity in all business decisions, we will ensure consistency with the Company’s principles.

The Code is intended to help all Employees understand their responsibilities and comply with applicable laws, regulations, guidelines and internal policies and procedures. It covers a wide range of business practices and procedures and should be read in conjunction with the Company’s Employee Handbook, where applicable.

Each Employee, for the duration of their employment with the Company, is responsible for reading, understanding, and following all guidelines, policies and procedures set by TrustQore, including any updates thereto which may be issued from time to time. Managers and supervisors are also responsible for ensuring that those they supervise are made aware, understand, and comply with the Code.

Employees who have knowledge or good reason to believe that they are being required to act in a way that is inconsistent with the standards in this Code should report the matter to his/her immediate line Manager. Employees who violate the standards of this Code may be subject to disciplinary action. Where a violation of the Code is also a violation of an applicable law or regulation, it may result in other sanctions for the Employee/manager/TrustQore. Violations of the Code or matters of conflict with the Code should be reported to the Head of Compliance Department as soon as practically possible. The Head of Compliance Department must assess and report the violation(s) to the Senior Management Team, who may, depending on the severity of the violation, either resolve themselves or refer the violation to the Review Committee for resolution.

 

OUR GUIDING PRINCIPLES

The principles which guide us in our behaviour and the way we drive the organisation in the right direction when doing business include:

• Transparency
• Freedom from Conflict of Interest
• Expertise
• Innovation
• Relevance

The Company is committed to conducting business in accordance with the highest ethical standards and compliance with all applicable laws, rules, and regulations. The Code has been designed to help Employees understand their ethical responsibilities as they conduct business on behalf of the Company.

The Code further recognises Employees’ rights and obligations to abide by existing laws, regulations, and codes.

RESPONSIBILITIES TOWARDS EMPLOYEES

  1. Our value and effectiveness as a Company are determined by the value and effectiveness of our Employees.
    TrustQore is committed to the well-being of its staff, physically, emotionally, culturally, and professionally.
  2. Reflective of its corporate philosophy, TrustQore is committed to enabling Employees to develop to their full potential so that they are equipped with the ability and knowledge to meet the needs of the business.
  3. The Company is committed to the on-going education and training of its staff and has thus implemented an Employee Development System (“EDS”) for the professional development of its staff.
  4. TrustQore is also committed to providing high safety and health standards throughout all its business activities as far as reasonably practicable.

DUTIES OF EMPLOYEES

  1. One of the cornerstones on which TrustQore has built its operations is that Employees conduct all business in accordance with laws, rules, and regulations in which the Company operates with a high level of ethical standards.
  2. All Employees of TrustQore are expected to accept the responsibilities as defined in their respective job descriptions, understand and apply the applicable laws and regulations, adhere to acceptable business principles in matters of personal conduct, and always exhibit a high degree of professionalism.
  3. It is important that we are equipped with sufficient knowledge to determine when to seek advice from management and/or request the input of external advisors.

DEALINGS WITH CLIENTS

  1. Our clients’ best interests are of utmost importance to us. TrustQore always strives for client satisfaction by way of dedicated and high standards of service and professionalism.
  2. The services provided by TrustQore to its clients must always be provided in a timely, efficient, and courteous manner. In line with TrustQore’s policies, Employees should apply sufficient time to understand their individual client’s circumstances and objectives. Employees should always inform the clients accurately and without misrepresentation, exaggeration, or overstatement.
  3. TrustQore encourages its clients to provide feedback, and all queries or complaints from clients shall be reported to senior management, acknowledged by senior management, and shall be dealt with promptly. Note that TrustQore has adopted a Complaints Policy which should be adhered to in the event of a receipt of a complaint.
  4. TrustQore is committed to working only with referrers of good repute. No employee may enter into a referral agreement with an agent without the prior approval of the Board.

BUSINESS INTEGRITY

All Employees are expected to display a high degree of integrity, honesty, and trustworthiness at all times. As an employee of TrustQore, we should display the standards of conduct and behaviour expected from an international, professional company and ensure that our personal relationships and activities do not compromise the TrustQore’s name and reputation. We should not use our position or our company’s/client’s information available to us for our personal advantage.

CONFLICT OF INTERESTS

As an employee of TrustQore, we are expected to always act in the best interests of the Company. Employees are not permitted to be involved in any activity in direct conflict with, or detrimental to, TrustQore, its agents, representatives, or their own duties as an Employee. Any engagement or relationship, whether personal or professional and other interests such as shareholdings, directorship and others that may be perceived to conflict with their duties towards the Company must be disclosed to Management and steps to avoid such conflicts must be considered. The Company has adopted a Conflict of Interests Policy for the proper management of conflicts.

COMPETITION AND FAIR DEALING

  1. TrustQore seeks to attract new business by outperforming its competition fairly and honestly, by exhibiting a comprehensive knowledge of the industry within which we operate, and providing sound advice and superior service.
  2. Employees should not provide unsolicited advice to a Client of any competitor, nor may an Employee engage in a ‘price war’ to attract a competitor’s client.
  3. Employees should at all times respect the rights of, and deal fairly with, fellow Employees, Clients, and competitors.
  4. The engagement in business entertainment in a commercial setting should only be to create goodwill and sound working relationships and not obtain an unfair advantage over a competitor.

ACCEPTANCE OF GIFTS

  1. Subject to clause 9.2. below, Employees must not accept any entertainment, gift or other benefits that could in any way influence, or appear to influence, business decisions in favour of any person, Client, or entity with whom or with which TrustQore has or is likely to have business dealings.
  2. Notwithstanding clause 9.1. above, Employees may accept token gifts of a commercial value not exceeding Rs1,000 (one thousand Mauritian Rupees) during festive seasons, provided acceptance of such gifts would not place them in a compromising situation and if refusing the gifts would jeopardise client relations.
  3. In exceptional cases, gifts may be accepted with the Managing Director’s written approval, where it is demonstrated that the gifts are offered in good faith without any intended purpose to influence or for the procurement of service.

BRIBERY AND CORRUPTION

  1. Bribery and Corruption generally impede business growth, escalate costs, and pose serious legal and reputational risks. They raise transaction costs, undermine fair competition, impede long-term investment, and distort the Company development priorities.
  2. As a rule, TrustQore will not tolerate bribery and corruption in any form, such as receiving or giving bribe and extortion with third parties. All Employees have the duty to adhere to this policy. Any suspicious activities in this line should be immediately reported to the Compliance Department for further action and reporting to the appropriate authorities.

DISCLOSURE OF INFORMATION AND CONFIDENTIALITY

  1. Employees may disclose information or documents acquired in the course of their duties only when required by the laws and regulations of the jurisdiction or when they have the proper authority to disclose such information by the Board of directors.
  2. In their dealings with the authorities, Employees are expected to disclose all required information promptly and in all transparency.
  3. Otherwise, all Employees are governed by the non-disclosure agreement signed on employment with TrustQore or by virtue of the statement contained in the Employee Handbook. Disclosure of any information about a TrustQore Client without consent from the appropriate parties is strictly prohibited.
  4. We must not (except as required by law, ordered by a court or regulatory body) communicate or divulge or permit communication or divulgence to any person or company or in any way use for your own purposes or for any purpose other than that of the Company, any trade secrets, proprietary information, or confidential information of any kind acquired by us during our employment.
  5. Proprietary information includes all non-public information that may be of use to competitors or harmful to TrustQore, its Clients or suppliers should it be disclosed. Examples include, without limitation, commercial information, trade secrets, patents, trademarks, copyrights, fiscal advice, business plans, marketing plans, engineering and manufacturing ideas, designs, database, records, salary information and unpublished financial data.

DATA PROTECTION

  1. TrustQore ensures that the privacy and confidentiality of employee records are processed and safeguarded in line with the Data Protection laws in the jurisdiction in which the employee is employed and any other Company policies.
  2. Employees are expected to use and access data responsibly and share data where there is a legitimate purpose for using and sharing it. While Employees are bound by confidentiality by virtue of their employment with the Company, it is important that all Employees understand the repercussion of sharing data without the prior approval of the Data Protection Officer of the Company. Such repercussion entails disciplinary warnings with continuous investigation and thereafter reported to the Data Protection Office of Mauritius or in the jurisdiction of the TrustQore entity.

PROTECTION AND PROPER USE OF ASSETS

  1. Employees should , at all times , protect the assets of TrustQore and its clients (including proprietary and confidential information) and ensure scrupulous management, proper and efficient use thereof.
  2. TrustQore property and Client assets should only be used for legitimate business purposes. The use of Company property for private purposes is not allowed.
  3. All information relating to clients and business operations is confidential, and as such, it must be treated with the utmost care.
  4. On termination or dismissal from service, Employees will surrender all assets, documents, and any other property of the Company, which may be in their possession.
  5. Any suspected theft or fraud (misuse) incident should immediately be reported to the Review Committee, in line with the Review Committee Policy and Procedures.

ACCURATE RECORDS AND REPORTING

Employees should ensure that the Company’s record-keeping and its Clients are kept in line with applicable laws and regulations.

USE OF IT AND COMMUNICATION SYSTEMS

  1. Use of IT and communication resources are valuable business tools for the organisation, and these resources are provided to the Employees for work-related purposes..
  2. Employees are not allowed to duplicate copyrighted software and to make or use software copies.
  3. TrustQore ensures that IT systems are monitored regularly to prevent cyber-attacks and malicious activities. Employees must use all information technology and communication facilities professionally, lawfully, and consistently with role/duties.
  4. Employees are also encouraged to consult the IT and Information Policy and the Employees Handbook of TrustQore.

EQUAL OPPORTUNITY

  1. The Company believes in fair and equitable treatment for all Employees, business contacts and those applying for employment.
  2. Appointments offered by the Company and Employees’ progress are based upon merit and not considering gender or marital status, race, colour, religion, ethnic or national origin, political opinion, sexual orientation, or physical disability.
  3. TrustQore applies equal opportunity to all its Employees without any discrimination. We aim to ensure that equality and diversity principles influence and inform the organisation’s culture, and we recognise equality in the workplace as a good management practice and sound business sense.