The ANSA McAL Group considers sound corporate governance essential to create value for and maintain the confidence of all of its stakeholders. The Group therefore continuously reviews and strengthens its Corporate Governance Framework and processes to ensure that they remain relevant and in keeping with best practice. In December 2021, the ANSA McAL Group received the award for the Best Corporate Governance Conglomerate in the Caribbean from Ethical Boardroom, a London- based magazine and website, known for its critically acclaimed analysis of global governance issues. The magazine’s annual awards recognize boards who have raised the bar in the implementation of corporate governance best practices.
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Duties of the Board of Directors

The Board has the vital role of overseeing the Group’s management and business strategies to achieve long- term value creation for shareholders. The Board recognizes that the long-term interest of shareholders is served by taking into account the interests of other stakeholders and interested parties including employees, customers, suppliers and the communities in which the Group’s businesses operate. The Board has a governing Charter which outlines the duties and responsibilities of the individual directors and of the Board as a whole. The Board’s Charter, its Committee Charters and Board policy documents are accessible on the Company’s website at www.ansamcal.com.‍

As at 31st December 2021, the Board has two (2) sub- committees, which provide the Board with support in performing some of its key functions - the Governance, Nominating and Remuneration Committee (GNRC) and the Audit Committee.
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The Board meets regularly to discuss matters related to the Company. During 2021, the Board held eight (8) meetings (including two (2) Special Meetings) and attendance at Board meetings was approximately 95%.

Director Diversity and Independence

Toward the end of 2019, the Board made a decision to increase the level of independence within the Board and early in 2020, the Board set a target of at least 50% independent directorship by 2022. The Board’s Independent Director Policy provides that a non-executive Director must be free of any business or association which may materially impact or be reasonably deemed to have the potential to materially impact independent judgment.

In 2021, the Board made strides towards achieving its goal when three (3) independent Directors nominated by the Board were elected at the Annual Meeting of Shareholders in the month of May: Ms. Krysta Behrens De Lima, Mr. Norman Christie and Ms. Vicki-Ann Assevero. These new appointments increased the Board’s independent directorship from 27% in 2019 to 47% in 2021. The proportion of women on the Board also increased from 8% in 2019 to 23% in 2021. Collectively, these newly appointed independent directors bring skills in Business Strategy, Corporate Sustainability and Environmental Responsibility, Finance and Accounting, Entrepreneurship and Corporate Governance to the Board.

Directors of the Board serve for a period of one (1) or two (2) years depending on the director rotation requirements in the Company’s By- Laws, after which they may offer themselves for re-election by shareholders for an additional term of two (2) years. There are currently no limits on the number of terms a director may serve on the Board.

Governance, Nominating and Remuneration Committee

The Governance Nominating and Remuneration Committee (GNRC) supports the Board in fulfilling its duties related to the nomination of Directors. In making recommendations to the Board, the GNRC considers the technical skills and experience that potential Board members will bring in the context of being aligned to the Group’s business operations and the Group’s strategy. Ensuring gender balance and the independence of the Board are also important factors which the Committee focuses on during the selection process. The Committee also oversees Board and Executive remuneration to ensure that they are in keeping with current market trends but also with the Company’s compensation philosophy. Board compensation is reviewed every three (3) years and is scheduled for review in 2022. The Committee continuously reviews key organizational and management frameworks and supporting policies and processes. This supports the Board in carrying out its responsibility to ensure that the Company maintains an effective and up to date Corporate Governance Framework.
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During the year, the GNRC made numerous recommendations which were approved by the Board, including:

A new Executive Incentive Plan (EIP). The updated EIP shifts the focus for Executive performance to be measured, not simply based on profit, but rather on the increased economic value created. Performance assessment against people and value driven metrics remains a prominent feature of the
EIP.
A new Subsidiary Governance Structure which introduced largely independent Advisory Councils in each Sector which will support the Group CEO by making recommendations on business strategy and operations.
The implementation of a Group Sustainability Framework which focuses on the environmental, social and corporate governance (ESG) issues and is aligned to the United Nations’ Sustainable Development Goals.
An amendment of the GNRC Charter to include oversight responsibility for the Group’s Sustainability Framework and ESG Agenda. More details on the Group’s Sustainability Framework and ESG agenda are included in the Sustainability Report.
An amendment of the GNRC’s Knowledge and Skills Matrix to include ESG and Sustainability.

In May 2021, Director Mark J. Morgan was appointed as Chair of the GNRC after Director Anthony E. Phillip retired as Chair to assume the Chairmanship of the Audit Committee. In October, new independent Directors, Ms. Vicki-Ann Assevero and Ms. De Lima were appointed to the GNRC. Together, they contribute extensive experience in the areas of Corporate Governance, Sustainability, Environmental Responsibility, Stakeholder Engagement, Law and Entrepreneurship.
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As at 31st December 2021, the members of the GNRC comprise the following independent Directors:
Mr. Mark J. Morgan – Chairman of the Committee
Mr. Anthony E. Phillip
Ms. Krysta Behrens De Lima
Ms. Vicki-Ann Assevero
The GNRC had six (6) meetings in 2021 to aid in the advancement of its agenda in accordance with its Charter.

New Subsidiary Governance Structure

In the first quarter of 2021, the GNRC made a recommendation which was unanimously approved by the Parent Board for the institution of a new subsidiary governance structure across the ANSA McAL Group. The new structure comprises Sector Advisory Councils chaired by the Group CEO and comprising advisors, a majority of whom are independent to the Group. The Councils exist solely in an advisory capacity, providing the Group CEO with independent perspectives and industry insight.

Director Onboarding

The Board’s Director Orientation Process provides new Directors with a formal introduction to the Group and its operations to prepare them for their new role. In 2021, all newly appointed Directors completed their Director Orientation as a part of their onboarding.

The onboarding procedure includes an initial discussion with the Chairman of the Board, the Chief Executive Officer and the Corporate Secretary. Directors also participate in educational sessions with the Corporate and Sector leadership as well as the Company’s internal and external auditors. In these meetings the directors are provided with an overview of the Group, sector operations and structure as well as a 3-5 year strategic outlook. Through this process, directors are able to gain good insight and knowledge about the Group, thus allowing the Board to benefit very early on from their valuable contributions.

Training & Development

Enterprise Risk Management Training – All directors completed enterprise risk management training in September 2021 conducted by external consultants. The training covered risk governance and leadership, information technology and cybersecurity risk, Environmental, Social and Governance (ESG) risk and the connection between enterprise risk management and the audit function.

Annual Board Evaluation

Board evaluation is viewed by our directors as a critical element of board governance. The results of the external board evaluation conducted toward the end of 2020 helped set the stage for the Board’s 2021 workplan and agenda.
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In October-November 2021, the Board completed a self-evaluation exercise, and the results were compared to those of the 2020 evaluation to measure improvement or gaps in performance. This comparative analysis is being used by the Board as the basis for continued training and the development of action plans for the improvement of individual directors and collective performance of the Board.

The Audit Committee

The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control, and the audit process. This Committee is also responsible for overseeing the Group's enterprise risk management policies and procedures, advising the Board on the major risks identified and the related mitigation strategies. During the year, the Committee recommended and the Board unanimously approved Management’s implementation plan for the introduction of a new enterprise risk management framework across the Group to update and standardize the existing risk management procedures and structure.

As at 31st December 2021, the members of the Audit Committee comprise the following Directors:

Mr. Anthony E. Phillip – Independent Chairman of the Committee
Mr. Mark J. Morgan – Independent
Mr. Norman Christie – Independent
Mr. Larry Howai – Non-Executive
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The Audit Committee met four (4) times in 2021.

Board Composition

As at 31st December 2021, the Board of Directors of ANSA McAL Limited comprised 13 persons of whom 6 are independent directors. The Directors on the Board as at 31st December 2021 are as follows:

1. Mr. A. Norman Sabga – Chairman (Executive)
2. Mr. David B. Sabga – Deputy Chairman (Non-Executive)
3. Mr. Andrew N. Sabga – Deputy Chairman (Non- Executive)
4. Mr. Anthony N. Sabga III – Group Chief Executive Officer(Executive)
5. Mr. Ray A. Sumairsingh (Non-Executive)
6. Ms. Teresa White – Chief Shared Services Officer(Executive)
7. Mr. Anthony E. Phillip (Independent)
8. Mr. Mark J. Morgan (Independent)
9. Mr. Larry Howai (Non-Executive)
10. Mr. Winston Singh (Independent)
11. Ms. Krysta Behrens De Lima (Independent)
12. Mr. Norman Christie (Independent)
13. Ms. Vicki-Ann Assevero (Independent)