THE KNIGHT’S CODE
CORPORATE
GOVERNANCE REPORT
Checkmating doubt
in every move
CORPORATE GOVERNANCE
REPORT
COMPLIANCE STATEMENT
Lavastone Ltd (hereinafter referred to as “Lavastone” or the “Company”) is classified as a public interest entity under the Financial Reporting Act 2004.
As a company listed on the Development and Enterprise Market (DEM) of the Stock Exchange of Mauritius, it is required to adopt and report on its corporate governance practices in accordance with the National Code of Corporate Governance (2016) (the “Code”).
This Corporate Governance Report sets out how the Code’s principles have been applied by Lavastone. The Company hereby confirms that it has materially applied the principles set out in the Code except for the following:
Principle 2: The Structure of the Board and its Committees: There is only one executive director on the Board of Lavastone. The Board is aware of the need to have a strong executive management presence in the Company but is of opinion that the attendance of the Financial Controller at the meetings and sub-committees of the Board fulfils the spirit of the Code.
On behalf of the Board
Colin Taylor
Non-Executive Director and Chairman
Nicolas Vaudin
Executive Director and Managing Director
GOVERNANCE STRUCTURE
1. 1 The Board
At Lavastone, we believe that good business ethics, a strong sense of commitment, strong risk management and integrity begin with our Board of Directors and senior management.
The governance of Lavastone is led by the Board of Directors (the “Board”) which is fully dedicated to applying the principles of the Code, thus ensuring the Company’s commitment to upholding business sustainability and creating value for its stakeholders.
The Board is responsible for promoting a culture of accountability, transparency and ethics in order to ensure an
efficient and ethical decision-making process.
1.1.1 The Board’s Size and Composition
Lavastone is led by a unitary Board consisting of eight directors under the Chairmanship of Mr Colin Taylor.
For the financial year under review, the Board comprises eight members, of which four non-executive directors,
including the Chairman, one executive director and three independent directors who operate collectively within a
clearly defined governance framework.
Although there is only one executive director on the Board, the Board is of the view that the input of the Financial Controller, who is in attendance at Board meetings, provides an appropriate balance to Board deliberations.
The Board is also of the view that, considering the Company’s shareholding structure, there is an adequate balance between independent and non-executive directors on the Board and that Board members have the necessary skills, expertise and experience to discharge their respective duties and responsibilities effectively.
Recognising that a diverse board helps to produce better quality decisions and bring in innovative insights and fresh perspective, the Company has appointed two women directors on the Board. Recognising the valuable contribution to board deliberations from having a diverse board, the Board of Lavastone is determined to move
beyond compliance with regard to gender diversity and will consider appointing additional women directors as the need arises.
The profiles and the full directorship list of the members of the Board are set out on pages 14 to 16. It is to be noted that all Directors of the Company reside in Mauritius.
The skillset of the members of the Board is set out in the chart below.
• Business strategy and property
• Commercial and investment
• Accounting and finance
• Risk, compliance and legal
Skills of Directors
1.1.2 The Board’s Responsibilities
The Board assumes collective responsibility for leading and controlling the organisation. It is also committed to providing strategic guidance and ensuring, with the collaboration of Management, the sustainability of Lavastone’s business model, reviewing financial plans and monitoring performance, while ensuring that a robust
risk management system and internal controls are in place and that good corporate governance practices are being adhered to. Additionally, it is responsible for ensuring the creation of sustainable value for its stakeholders, monitoring the implementation of operational decisions, and providing accurate information to shareholders, the public and regulators. It also ensures that the Company meets all legal and regulatory requirements and abides to applicable corporate governance practices and relevant sustainability principles.
The Constitution of Lavastone complies with the provisions of the Companies Act 2001 and those of the Listing Rules of the Stock Exchange of Mauritius (“SEM”). It is available for consultation on the Company’s website: https://www.lavastone.mu.
In line with the Code, the Board has:
• on 08 August 2019 adopted a Board Charter which provides a concise overview of the Board’s objectives, role, composition and responsibilities. The Board Charter is assessed regularly for any changes. The Board Charter is subject to the provisions of the Companies Act 2001, the Company’s constitution and any applicable law or
regulatory provisions;
• adopted a Code of Ethics which highlights areas such as personal conduct, conflicts of interest, personal dealings in securities and related investments, and employment practices which the Company believes are essential in maintaining fair business practices. The Board regularly monitors and evaluates compliance with its Code of Ethics;
• approved a Statement of Accountabilities and an Organisational Chart which provides for clear lines of responsibility and delegation of authority while enabling the Board to retain effective control; and
• identified key senior governance positions which provide clear definitions of the roles and responsibilities of the Chairman, the Managing Director (‘MD’), the Company Secretary, the executive and non-executive directors, as well as the Chairperson of the Board’s Committees. The function and role of the Chairman and those of the Managing Director are separate and they each have well-defined responsibilities.
The above-mentioned documents, as approved by the Board, are available for consultation on the Company’s website: https://www.lavastone.mu.
The processes and frequency to review, monitor and approve the Board charter, the organisation’s Code of Ethics, the position statements, the organisational chart and the statement of main accountabilities, are determined by the Board on an ad-hoc basis before and may be delegated to sub-committees as appropriate.
The Board believes the Company provides for the promotion of equal opportunity and prohibits discrimination on the grounds of status and victimisation. To that effect, the Board approved an Equal Opportunity Policy on 08 August 2019, which is in line with the “Guidelines for Employers” issued by the Equal Opportunity Commission
in April 2013. The said policy sets out the Company’s position on equal opportunity in each and every stage of the employment process, and is applicable to all Board members and employees. The Company regularly reviews its procedures and selection criteria to ensure individuals are selected, promoted and treated according to their individual abilities and merits.
To promote a culture of integrity, the Group has adopted a Whistleblowing policy, which provides a channel of effective communication of concerns. Employees are encouraged to report any malpractice of which they become aware. The policy outlines the reporting mechanism and the defined process on how the reported concerns will be handled and investigated.
1.1.3 Focus Areas of the Board for the financial year 2023
1.1.4 Board Attendance and Remuneration
The Directors’ attendance at Board and committee meetings, as well as their remuneration during the financial year ended 30 September 2023, are as follows:
1. The remuneration of the executive director has been disclosed within Note 146 of the financial statements.
The table above indicates that the Directors were able to allocate sufficient time and focus to the organisation and discharge their duties and responsibilities effectively.
1.2 The Board sub-committees
The Board of Lavastone is assisted in its functions by three main sub-committees: (i) Risk Management and Audit Committee (“RMAC”), (ii) Corporate Governance Committee (“CGC”) and (iii) Board Investment Committee (“BIC”). These three committees play a key role in supporting the Board and providing in-depth focus and specialist guidance on particular matters relating to Lavastone’s activities according to their terms of reference. Where appropriate, the committees make recommendations on items requiring the approval of the Board. For the year under review, the Board is satisfied that all committees have effectively honoured their responsibilities and fulfilled their role of providing oversight to the Board on specific matters while assisting the Board in dealing with existing and emerging challenges.
The Chairman of each committee provides regular reports of the proceedings of the committees to the Board. Furthermore, the Board has access to the minutes of the committee meetings. Each committee has its own charter/term of reference, which is reviewed as and when necessary, and any proposed amendment are recommended to the Board for approval.
For the year under review, no changes were made to the terms of reference of the Corporate Governance Committee, to the Charter of the Risk Management and Audit Committee and to the terms of reference of the Board Investment Committee.
When necessary, other committees can be set up by the Board on an ad-hoc basis to consider specific matters.
1.2.1 Risk Management and Audit Committee (“RMAC”)
1.2.1.1 Composition
The directors who served on the RMAC for the financial year under review are:
1.2.1.2 Meeting Schedule
During the year under review, the RMAC met 5 times. The attendance of individual directors at these meetings is
disclosed on page 73.
1.2.1.3 Terms of Reference
As per its charter, the RMAC oversees the risk and audit-related issues, and reviews and monitors the financial statements of the Company and its subsidiaries. It also monitors the implementation of internal audit recommendations, as well as the integrity of the Annual Report and financial statements. Furthermore, the RMAC makes recommendations to the Board with regard to the appointment or removal of the external auditor. It also reports to the Board on significant financial reporting issues and judgements relating to financial statements. The RMAC also helps in maintaining an effective internal control system and risk management systems.
The RMAC Charter is available on the Company’s website: https://www.lavastone.mu. The RMAC Charter was last reviewed at the Board meeting of 08 February 2019 and the Board will reassess any changes to be made to the RMAC Charter as and when the need arises.
1.2.1.4 Focus of the RMAC for the financial year 2023
1.2.2 Corporate Governance Committee (CGC)
1.2.2.1 Composition
The Directors who served on the CGC for the financial year under review are:
1.2.2.2 Meeting Schedule
During the year under review, the CGC met 2 times. The attendance of individual Directors at these meetings is disclosed on page 73.
1.2.2.3 Terms of Reference
As per its terms of reference, the CGC makes recommendations to the Board on all corporate governance provisions and ensures that the disclosure requirements with regard to corporate governance are in accordance with the principles of the Code. The CGC’s responsibilities also encompass the functions of the Remuneration and the
Nomination Committees.
The terms of reference of the Terms of Reference of the CGC is available on the Company’s website: https://www.lavastone.mu. The Terms of Reference of the CGC was last reviewed at the Board meeting of 08 February 2019 and the Board will reassess any changes to be made to the said document as and when the need arises.
1.2.2.4 Focus of the CGC for the financial year 2023
1.2.3 Board Investment Committee (“BIC”)
1.2.3.1 Composition
The BIC is comprised of the following directors:
1.2.3.2 Meeting Schedule
During the year under review, no BIC meeting was held.
1.2.3.3 Terms of Reference
The BIC shall assist the Board of Lavastone in reviewing any investment decision, as well as any related transaction documents with regard to any project within the territory of the Republic of Mauritius and outside the scope of its territorial limit, and recommends worthwhile investment projects to the Board.
The terms of reference of the BIC is available on the Company’s website: https://www.lavastone.mu. The terms of reference of the BIC were last reviewed by the Board at the Board meeting of 12 May 2022 and the Board will reassess any changes to be made to the said document as and when the need arises.
1.3 Other Board matters
1.3.1 Appointment
Lavastone has implemented a formal and transparent process for the nomination and appointment of Directors. When appointing Directors, the Board considers its needs in terms of size, experience, skills and diversity. The total number of Directors shall not at any time exceed twelve Directors, to be in line with the number fixed in accordance with the constitution.
The CGC, in its capacity as the Nomination Committee of the Company, recommends to the Board the Directors to be re-elected/appointed. It is to be noted that any Director over the age of 70 is appointed at the Annual Meeting of Shareholders (“AMS”), in accordance with section 138(6) of the Companies Act 2001. Furthermore, all Directors appointed by the Board will hold office until the next Annual Meeting of Shareholders where they will be eligible for re-election. The nomination and appointment process for Directors is available for consultation on the Company’s website: https://www.lavastone.mu.
All Directors will stand for re-election by way of separate resolutions at the Annual Meeting of Shareholders of the Company, scheduled in February 2024.
The names of the Directors of the Company, their profiles and categories, are listed on pages 14 to 16.
The Board, with the support of the CGC, assumes responsibility for the implementation of a succession plan in order to ensure appointments to the Board as well as for senior management positions within the organisation, thus guaranteeing business continuity and creating value in the long term.
1.3.2 Induction and orientation
The Board, with the assistance of the Company Secretary, is responsible for the induction and orientation of new Directors to the Board. Upon his or her appointment, each new Director is provided with a comprehensive induction pack containing documents relating to Directors’ legal duties. This induction pack allows newly appointed Directors to have an in-depth understanding of the Company’s activities, challenges, governance framework, business model and strategy, as well as have an overview of compliance and regulatory matters.
No new Director was appointed during the financial year under review.
Recognising that the Directors need all the information and support they need to become as effective in roles, site visits on newly acquired properties are organised.
1.3.3 Professional development
The Board reviews the professional development needs of Directors during the Board evaluation process, and Directors are encouraged to develop their skills and expertise continuously. They also receive regular updates on the latest trends and legislations affecting business from management and/or other industry experts. Training is provided to Directors based on the Company’s needs and/or training needs.
The Directors participated in a training session on ‘IoT and BMS, and the transformative potential of Artificial Intelligence’ delivered by Hapis Tech in September 2023
1.3.4 Board access to information and advice
All Directors can meet with the Company Secretary to discuss issues or obtain information on specific areas or items to be considered at Board meetings or any other areas they consider appropriate.
Furthermore, Directors have access to the Company’s records and hold the right to request independent professional advice at the Company’s expense.
1.3.5 Directors’ duties, remuneration and performance
The Directors are aware of their legal duties and may seek independent professional or legal advice, at the Company’s expense, relating to any aspect of their duties and responsibilities. The Code of Ethics and the Board Charter of Lavastone are documents which provide guidance to the Directors in fulfilling their roles.
All Directors have a duty to act in the best interests of the Company and are expected to ensure that their other responsibilities do not encroach on their responsibilities as Directors of Lavastone.
1.3.6 Interests of Directors and conflicts of interest
All Directors, including the Chairman, declare their direct and indirect interests in the shares of the Company, as well as their interests in any transaction undertaken by the Company. They also follow the Model Code for Securities Transactions, as detailed in Appendix 6 of the Stock Exchange of Mauritius Listing Rules, whenever they deal in the shares of the Company with the Company Secretary keeping the Directors informed of the closed periods. The interests register of the Company is maintained by the Company Secretary and is available for consultation by shareholders, upon written request to the Company Secretary.
Any conflicts-of-interest and related-party transactions are in accordance with the Conflict of interest, Related Party Transactions policy and Code of Ethics. For the year under review, all conflicts of interest were effectively managed.
The Code of Ethics of the Company sets out instances which could lead to a conflict of interest and the procedure for dealing with such potential conflicts.
The Board is also responsible for instituting and applying appropriate policies on related party transactions.
For the year under review, only one Director dealt in the shares of the Company and acquired 73,632 ordinary shares. All relevant disclosures and notifications were made in line with the Company’s Share/Listed Debt Trade Policy.
1.3.7 Information, information technology and information security policy
The Company has reinforced the safety and security measures in place to protect the data it collects, stores and processes, in order to comply with the Data Protection Act 2017. A Data Controller has been appointed to this end, and Lavastone and its subsidiaries are registered with the Data Protection Office (DPO).
The Board oversees information governance within the organisation and ensures that the performance of information and Information Technology (IT) systems leads to business benefits and creates value.
Following the advent of the Covid-19 outbreak, mitigation actions were taken by management to minimise information security risks. Management also ensured that all employees were provided with the appropriate tools to ensure a smooth transition to teleworking, thus guaranteeing business continuity.
The Board approves material investments in information technology and security, as set out in the annual budget, according to the Company’s business needs.
In December 2021, the Board approved the ‘Data Protection/Information Security Policy’ to address the IT and cyber security requirements of the business. For confidentiality and security reasons, the ‘Data Protection/Information Security Policy’ has not been published on the website of the Company.
1.3.8 Board performance review
As part of its yearly exercise, Lavastone carried out a review of the performance of the Board and its committees for the year under review. A questionnaire was circulated to all directors to obtain their views on the effectiveness of the Board, to assess their contribution to the Board’s performance and to identify areas of improvement.
The Board evaluation process was undertaken in three stages:
The Board evaluation review concluded that no material concern had been identified and that all Board members were fully committed to furthering the Company’s objectives.
Lavastone believes that a review of its directors would help in bringing healthier Board dynamics and continuous improvements in its decisions making process. Thus, in an endeavor to continue to have broader adoption of good governance practices, Lavastone will carry an evaluation of its directors during the next financial year end 30 September 2024.
1.3.9 Directors’ remuneration
The Executive director is not remunerated for serving on the Board of the Company or its committees. His remuneration package as an employee of the Company, including performance bonuses, is in accordance with market rates.
The remuneration of non-executive directors consists of a mix of attendance and retainer fees and are aligned with market norms. Non-executive directors have not received remuneration in the form of share options or bonuses associated with organisational performance.
The remuneration of the executive and non-executive directors is reviewed and recommended for approval to the Board on an annual basis, by the Corporate Governance Committee. The non-executive directors are not paid any performance bonuses and there are no long-term incentive plans in force within the Company.
The remuneration paid to executive and non-executive directors and/or committee members is set out in the table on page 73.
1.4 Shareholders and other key stakeholders
1.4.1 Holding structure
Lavastone Ltd is a public company limited by shares. Its shareholding structure as at 30 September 2022 is as follows:
1.4.2 Distribution of shareholders as at 30 September 2023
To the best of the directors’ knowledge, the share ownership analysis per holding percentage and categories of shareholders as at 30 September 2023, is as follows:
1.4.3 Spread of shareholders as at 30 September 2023
1.4.4 Contract between the Company and its substantial shareholders
There is no shareholders’ agreement affecting the governance of the Company by the Board for the year under review.
1.4.5 Communication with shareholders and stakeholders
Communication with shareholders and stakeholders has been mainly through the Annual Report, the published unaudited results, the AMS, dividends declarations, press communiqués and the website. The Lavastone website comprises an “Investor Centre” section which includes information on audited financial statements, interim and final dividends, corporate announcements amongst others, as well as the digital version of the Company’s annual report. Moreover, shareholders and stakeholders requesting information can post their queries in the “Investor Inquiry” section of the website.
The external stakeholders of the Company, namely its customers, suppliers, shareholders, the Government/ regulators and the public, are reached via social media platforms like Facebook and LinkedIn, as well as through advertisements. As and when required, focus groups are held with clients to assess their expectations from the Company. Regular channels of communication are also maintained with the Government/regulators.
In addition, shareholders are invited annually to the AMS, to approve the financial statements and vote on the (re)appointment of directors and the external auditor. The AMS for the year 2023 was held in February 2023. The Company’s next AMS is scheduled in February 2024 and shareholders will receive the notice of the AMS at least 21 days prior to the meeting, in accordance with the law.
The annual report, which also includes the notice of annual meeting, is published in full on the Company’s website: https://www.lavastone.mu.
1.5 Internal Control, Internal Audit And Risk Management
The Company’s internal control and risk management framework, and the key risks and steps taken to manage them, are detailed on pages 56 to 67.
The internal audit function is outsourced to SmarTree Consulting Ltd, which provides independent and objective assurance on the adequacy and effectiveness of the system of internal controls, which have been put in place to manage the significant risks of the business down to an acceptable level.
In line with good governance principles, internal auditors report to the Risk Management & Audit Committee on a quarterly basis. The RMAC approves the Risk-Based Internal Audit plan and evaluates the effectiveness of the Internal Audit function. Moreover, key audit findings are reported to the Board and reports are shared with Board members and senior management. In discharging its duties, the Internal Audit function has unrestricted access to all documents, key personnel and management staff.
All audit activities are performed in accordance with the International Standards for the Professional Practice of Internal Auditing, as provided by the Institute of Internal Auditors (IIA).
During the year under review, areas covered by SmarTree Consulting Ltd were:
• Debtors’ Management, Anti-Money Laundering/Countering the Financing of Terrorism (AML/CFT), Data Protection and Procure to pay
The General Manager of SmarTree Consulting Ltd is Ms Aurelie Sevene, who is ACCA qualified. The qualifications of Ms Aurelie Sevene and other key members of SmarTree Consulting Ltd are listed on its website: https://smartreeconsulting.com.
1.6 External Audit
The external auditor of the Company is BDO & Co Ltd (BDO), first appointed as external auditor at the AMS held on 10 July 2020 in replacement of Ernst and Young following a tender issued by the RMAC in January 2020. BDO has been re-appointed as the external auditor by the shareholders of Lavastone at the annual meetings held in March 2021, February 2022 and February 2023 respectively.
The RMAC discusses critical policies, judgements and estimates, and external audit issues with BDO as and when necessary, and meets them at least once a year without management being present.
The RMAC assesses the effectiveness of the external audit process via feedback received from the management team. Areas of improvement are thereafter discussed with external auditors.
For the year under review, the fees paid to external auditors for non-audit work are set out on page 81. To guarantee objectivity and independence, the Board ensures the team providing non-audit services is different from the one providing audit services.
1.7 Risk Management
Several factors may affect Lavastone’s operations, financial performance and growth prospects. Although property is often considered a low-risk asset over the long-term, significant short- and medium-term risk factors are inherent in such asset classes. The Company’s performance may be materially and adversely affected by changes in the market and/or economic conditions, and by changes in laws and regulations (including any tax laws and regulations) relating to, or affecting, the Company or the interpretation of such laws and regulations.
One of the commitments of the Board of Lavastone is to establish a robust framework of risk oversight and management, to identify, assess, monitor and manage potential setbacks related to the Company’s activities.
Risk management forms an integral part of the Company’s culture as it is fully embedded into the day-to-day management and operation of the business.
The Company’s internal control and risk management framework, and the key risks and steps taken to manage them, are detailed on pages 56 to 67.
1.8 Reporting with Integrity
This report has been prepared in line with the principles set out by the International Framework established by the International Integrated Reporting Council (IIRC). It provides key information which enables the assessment of the strategy, business model, operating context, material risks and opportunities, governance and operational performance of Lavastone Properties for the period 1 October 2022 to 30 September 2023.
1.9 Corporate Social Responsibility
Lavastone Properties CSR activities are channelled through the Taylor Smith Foundation, which works in collaboration with different NGOs operating in deprived areas of Mauritius and Rodrigues Island.
The Taylor Smith Foundation focuses on the following areas:
1. Education and Youth
2. Empowerment of Women
3. Sports
4. Protection of the environment
1.10 Company Secretary
Cim Administrators Ltd, through its representative Mr Tioumitra (Ambrish) Maharahaje, provides corporate secretarial services to Lavastone Ltd and its subsidiaries. The Company Secretary is responsible for ensuring that Board processes and procedures are followed and that all Board decisions are implemented. All directors have access to the advice and services of the Company Secretary who ensures compliance with all applicable rules and regulations for the conduct of the affairs of the Board.
1.10.1 A brief profile of Ambrish is as set out below:
Ambrish was appointed as Chief Operating Officer of Cim Group in December 2019. His journey with Cim Group started in 2014 as Company Secretary and was subsequently appointed as Head of Corporate Affairs in 2016, a function comprising of Communications & Investor Relations and Company Secretarial services.
Prior to working for Cim Group, Ambrish was successively Corporate Manager, Legal Compliance at Rogers and Company Limited and Executive Secretary at the Mauritius Institute of Directors.
He is recognised as an Associate of The Chartered Governance Institute (previously the Institute of Chartered Secretaries and Administrators (UK) (ICSA)) and holds a BSc in Management from the University of Mauritius
1.11 Number of Employees and Key Senior Officers & Executives
The Group currently has a lean organisational structure, with all 50 full-time employees regrouped under Lavastone Services Ltd. Lavastone Services Ltd is the company overlooking business development and the day-to-day management of the Group’s activities, together with project appraisals.
The profiles of the key senior officers and executives are listed on page 17.
1.12 Other Matters
1.12.1 Related party transactions
Please refer to page 77 of the annual report.
1.12.2 Management agreements
The Company has management contracts with Cim Administrators Ltd for the provision of company secretarial services, and with Raw IT Services Ltd for the management of the Group’s IT infrastructure.
1.12.3 Dividend policy
An interim dividend is usually declared in May and paid in June, and a final dividend is declared in December and paid in January. The payment of dividends is subject to the net profits of the Company, its cash flow and its needs, with regard to the capital expenditure.
1.12.4 Donations
The Company did not make any political donations during the year under review.
Tioumitra Maharahaje
For Cim Administrators Ltd
Company Secretary
15 December 2023
OTHER STATUTORY DISCLOSURES
(Pursuant to Section 221 of the Mauritius Companies Act 2001)
Activity of the Company
The activities of Lavastone are disclosed on pages 24 to 25.
Group structure with activities of subsidiaries
The Group structure of Lavastone has been disclosed on pages 18 and 19.
Directors’ remuneration
The remuneration of directors who have held office as at 30 September 2023 has been disclosed on page 73.
Directors’ interest in shares
The interests of the directors in the shares of Lavastone as at 30 September 2023 are listed on page 73.
Particulars of entry in the interest register
An Interest Register, which is updated on an annual basis, is maintained by the Company Secretary. Any disclosure of interest as required under the Mauritius Companies Act 2001 is recorded in the Interest Register, which is available for inspection during normal office hours upon written request made to the Company Secretary.
Directors of Subsidiary companies
The list of directorship of Subsidiary companies as at 30 September 2023 are listed on page 150.
Audit fees as at 30 September 2023
For the year under review, the fees incurred for audit services by the Company and each of its subsidiary were as follows:
The external auditors have not carried out non-audit activities for the Company and its subsidiaries during the year under review.
Donations
During the year under review, no political donations were made by Lavastone Ltd and its subsidiaries. Moreover, as at 30 September 2023, Lavastone and some of its subsidiaries contributed the following amount to CSR activities:
Directors’ service contracts
None of the directors of the Company and its subsidiaries have service contracts that need to be disclosed under Section 221 of the Companies Act 2001.
Major Transactions
During the year under review, neither the Company nor its subsidiaries had carried out any major transaction under Section 130 (2) of the Companies Act 2001.
SECRETARY’S CERTIFICATE
In my capacity as Company Secretary of Lavastone Ltd (the “Company”), I hereby confirm that, to the best of my knowledge and belief, the Company has filed with the Registrar of Companies, for the financial year ended 30 September 2023, all such returns as are required of the Company under the Companies Act 2001.
Tioumitra Maharahaje
For Cim Administrators Ltd
Company Secretary
15 December 2023
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE PREPARATION OF FINANCIAL STATEMENTS AND INTERNAL CONTROL
The directors are responsible for the preparation of financial statements, which give a true and fair view of the financial position, financial performance and cash flows of the Company. In so doing, they are required to:
• select suitable accounting policies and apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• comply with the provisions of the Companies Act 2001 and the International Financial Reporting Standards (IFRS), and explain any material departure thereto;
• prepare the financial statements on a going concern basis, unless it is inappropriate to presume that the Company will continue its business in the foreseeable future.
The directors are also responsible for the proper maintenance of accounting records, which disclose, at any time and with reasonable accuracy, the financial position and performance of the Company. They are also responsible for maintaining an effective system of internal control and risk management, for safeguarding the assets of the Company and for taking all reasonable steps to prevent and detect fraud and other irregularities.
The directors acknowledge they have exercised their responsibilities as described above, and confirm they have complied with the above requirements in preparing the financial statements for the year ended 30 September 2023. They also acknowledge the responsibility of external auditors to report on these financial statements and to express an opinion as to whether they are fairly presented.
The directors confirm they have established an internal audit function and report that proper accounting records have been maintained during the year ended 30 September 2023. They also declare nothing has come to their attention which could indicate any material breakdown in the functioning of internal control systems and have a material impact on the trading and financial position of the Company.
On behalf of the Board
Colin Taylor
Non-Executive Director and Chairman
Nicolas Vaudin
Executive Director and Managing Director
