Introduction
Each member agrees to be bound by these Rules and Regulations. All members undertake that they will use their reasonable endeavours to comply with the MIoD Rules and Regulations as updated from time to time.
An individual’s membership may be either suspended or cancelled for breach of any of the Rules and Regulations or the Code of Conduct and this shall be at the Committee’s sole discretion.
Definitions
In these Rules:
MIoD means the Mauritius Institute of Directors situated on the 6th Floor, Building A5, Hyvec Business Park, 15 Wall Street, Ebène.
A membership Card means the membership card for the MIoD.
Membership Programme means the programme of affinity benefits negotiated for members by the MIoD
Membership Committee means the Directors appointed by the Board to oversee the general running of the membership scheme, including but not limited to, acceptance of membership applications, membership fee rates, cancelling of membership and updating the Membership Rules and Regulations from time to time.
Application Fee means the one-off fee payable by a member when applying to joining the MIoD to cover administration costs.
Membership Fees mean the annual fees payable per category of membership.
Member means any individual who is a member of the MIoD and who has been admitted in any of the following categories, Fellow, Member and Associate, as per Section 4, and who is eligible for appointment as a director under the laws of Mauritius.
Rules and Regulations mean these rules as updated from time to time. In the event of any conflict or inconsistency within this document, the Committee will decide on its interpretation and such interpretation to be final and binding.
Membership and Application Procedure
Each prospective member must apply for membership to the MIoD via the application procedure. Any prospective member must complete the application form and send it to the MIoD with a copy of their CV on-line via our website along with payment of the non- refundable Application Fee, currently MUR 1000.
Eligibility for membership shall be decided by the Membership Committee in accordance with the membership criteria laid down and such will be final and binding. If the application is approved, the Membership Committee will allocate the Members Category according to their experience and the agreed criteria.
All applications will be considered by the Committee (usually on a weekly basis) and unless there are any objections to the applications then membership will be granted. Where required by the Board, applicants shall furnish such further documentary proof and supporting documents. Where so requested by the Board, applicants shall attend interviews with regard to their application.
Applicants shall be informed in writing of the outcome of their membership application. The rights of the members are not transferable.
The Board reserves the right to amend and/or supplement the present terms and conditions The Committee is under no obligation to provide a reason for refusal of any application. All prospective members must be 18 years of age or more.
Membership of the MIoD is conditional upon the member accepting and abiding by these Rules and Regulations and the Members Code of Conduct. Members acknowledge that these Rules are binding upon and enforceable against the member by the MIoD and the Membership Club Committee.
Member’s Categories
(a) The MIoD has 5 categories of membership as follows:
Associate
- A person interested in the promotion of good corporate governance
- A person who aspires to become a Member of the Institute or to enrol in the MIoD’s Training and Education Programme; or
- A full-time student at a recognised Tertiary Education Institution.
- Applicants who do not meet the Member’s criteria
The purpose of this category of membership is primarily to groom and attract candidates for full membership. An applicant must not be eligible for full membership to qualify for Associate Membership. Associate membership will be reviewed every 3 years at which time the MIoD Membership Committee will assess whether advancement to full membership is appropriate.
Member
A person over 21 years of age, with 5 or more years’ experience working for an organisation with a minimum annual turnover of Rs. 5 million as:
- a director or alternate director of an entity; or
- a company secretary; or
- a senior executive with managerial responsibilities in the public or private sector; or
- a partner, associate or senior executive of a professional practice relating to business, management, finance, trade, economics or other related fields; or
- an executive at senior level in national, regional or local government; or
- academic personnel at the level of, or equivalent to, senior lecturer, the heads of appropriate faculties in technical colleges being included in this category; or
- A director or equivalent position at a non-profit organization; or
- An Associate Member who has completed the qualifying courses specified by the MIoD in its rules and regulations.
Fellow
By application or invitation
A person of good standing, with 10 or more years’ experience working for an entity with a minimum annual turnover or budget of Rs.50 million as a:
- Director; or
- A senior executive involved directly with matters relating to corporations and Corporate Governance; or
- Partners or sole proprietors of professional practice or unincorporated business; or
- Academic personnel of associate professor level or equivalent
In addition, the MIoD Membership Committee may take into consideration whether the applicant has the appropriate experience and background which makes him/her eligible as a Fellow member. In exercising its judgment in this regard, the MIoD Membership Committee will consider that the category of Fellow membership is bestowed in order primarily to acknowledge significant experience in executing governance duties and those responsible for the strategic direction of the entity.
Retired
Upon the invitation of the Board of the MIoD Retired Members
- A person who is over the age of 65; and
- who has been a ‘Member’ or ‘Fellow’ for at least 3 continuous years and who is no longer active in the business
Overseas Members
- If you are living overseas, you can join become a MIoD member
- If you are a current member about to head overseas, you can maintain your membership.
- You do not have to be a Mauritian citizen but you must reside outside of Mauritius for the majority of each 12 month period
- Overseas members will have all the benefits of their membership category.
(b) Membership applications shall be considered by the board of directors of the MIoD (the ‘Board’) and its decisions shall be final and binding on the applicants.
(c) Where required by the Board, applicants shall furnish such further documentary proof and supporting documents.
(d) Where so requested by the Board, applicants shall attend interviews with regard to their application.
(e) Applicants shall be informed in writing of the outcome of their membership application.
(f) The rights of the members are not transferable.
(g) The Board reserves the right to amend and/or supplement the present terms and conditions.
Changes in Members Details
It is the responsibility of members to advise the MIoD of any changes in their contact and personal details which may affect their membership of the MIoD.
Change of Membership Category
Any member wishing to change his/her category may do so by applying on line via the MIoD website or in writing to the Membership Committee with an up to date CV. The Membership Committee will consider all such requests and reply to the member within 30 days advising them of their decision. Once a member’s new category has been confirmed, any additional membership fees will immediately be due pro-rata for the year.
Grievance Procedure or Appeal
A member may make representations regarding his/her suspension or cancellation of membership, or any other grievance, by writing to the Membership Committee. The Committee will consider the member’s grievance or appeal within 30 days and submit its recommendations to the Board whose decision will be final. The member will be notified in writing of its decision.
Reputation
The Member will not act in any manner which damages or is likely to damage or otherwise adversely affect the reputation of the MIoD.
Payments
All members must pay their Application Fee, Membership Fees and any other bills within 30 days of billing. If bills remain unpaid, the Membership Committee reserves the right to automatically terminate membership.
Membership Fees
Annual Membership Fees are currently:
Associate: MUR 2,100
Member: MUR 4,000
Fellow: MUR 6,300
Retired: MUR 1,600
Members joining between July and December pay for a full year.
Members joining between January and June pay half a year.
Members joining between April and June pay pro-rata for the year.
Membership Fees may be subject to revision every year.
Membership Certificate
Once approved, new members will receive a Membership Certificate.
Membership Programme
The Membership Card entitles members to discounts on a variety of goods and services in Mauritius. The goods and services may vary each year, as may the discount and conditions – please see our Membership Programme & Affinity Partners section on the MIoD website www.miod.mu for all up to date information.
Data Protection
The MIoD will hold all information on its members in the strictest confidence and will not divulge nor share it without the member’s prior written agreement. Any member may request a copy of the information held on him/her under the Data Protection Act.
Members Register
The name of all members will be published on the MIoD’s website. The register of members is available for inspection by any member or officer of the Institute, and by the public.
Post Nominals
Members are entitled to describe him/herself according to the category of membership he/she belongs to e.g. Fellow F.MIoD, Member M.MIoD and Associate A.MIoD
Termination of Membership
Voluntary Termination
A member may terminate his/her membership at any time by giving not less than 2 months written notice before the end of any financial year. If due notice has not been given, the following years’ membership fees become automatically payable. All other outstanding bills at the time of termination will become immediately due.
Termination for Failure to Pay Membership Fees
The CEO of the MIoD shall have the right to suspend the membership rights of a member who shall fail to comply with two reminders to pay arrears of membership fees. Any failure by a member to pay such arrears within 30 days of the last reminder may entail automatic cancellation of membership.
Termination for Breach
The Board of the MIoD shall be entitled to terminate the membership of a member in case of breach of any of the MIoD rules, or its Code of Conduct, which shall not have been remedied within 30 days of a written warning requesting immediate remedy of such breach.
Website
All members will be given a password to access the members’ only section of the MIoD website. This password is personal, should be safeguarded and not be shared with anyone else.
Library
The MIoD library is available to all members free of charge and subject to the following rules:
- Only paid up MIoD members may borrow book
- No more than 1 book may be borrowed at any one time
- All books must be signed in and out in our Lending Register when borrowed and returned
- Books should be returned within one month
- Any books not returned, lost or damaged will be charged to the member’s account at the replacement price.
Training and Events – payment and cancellation policy
All bookings should be accompanied by full payment in advance. The MIoD will at any stage permit a change in the nominated delegate. However cancellations within 5 days of the event will be non-refundable. Earlier cancellation will incur a 15% penalty. All no shows will be charged.
Nomination Procedures
Background
As per the MIoD Constitution, the Board has the authority to stipulate the Rules and Regulations with which candidates for election as Directors must comply (Rule 30.1). The following procedures have been recommended by the Nominations Committee and approved by the Board of the MIoD on 17 June 2015
Current Directors
Existing directors who, upon retirement by rotation, are still eligible for re-election shall be asked to declare their willingness to stand for a further term 3 months before the AMM. This will be done by an exchange of emails usually before 31 May each year.
Profile and Competency Matrix
After the existing directors have confirmed their willingness to stand for re-election and taking into consideration those directors who may be stepping down after the completion of their 5-year term of office, the NMC will meet in June each year to review the specific expertise, skills and competencies required by the MIoD to achieve its objectives in line with its Vision, Mission and Values, taking into consideration succession planning and board diversity and to develop a profile and competency matrix.
Notification
All members of the MIoD will be informed 3 months before the AMM by email and on the MIoD website, and if deemed necessary in the press, of the forthcoming elections and of their right to stand for election as a Director
Notification should be approved by the Board as follows:
Dear member,
As per the terms of the Constitution of the Mauritius Institute of Directors (‘MIoD’), all Directors, with the exception of the Chief Executive Officer, are due to retire at the forthcoming Annual Members Meeting on (date), for which notice will be issued in due course.
Following an assessment carried out by the Nomination and Membership Committee and in accordance with the provisions of the constitution of the MIoD, there are (number) vacancies to be filled on the board. Please refer to the paragraph below which provides more information on the board of the MIoD and the (year) Nomination Process.
Members of the MIoD are invited to submit nominations for appointment to the Board using the enclosed Nomination Form which is also available on our website www.miod.mu. The last date for receipt of nominations is (date). By order of the Board Company Secretary (Date)
The Notice will be accompanied by the Nomination Form, information on the MIoD Board and the current directors as wells as the Nomination Process.
Nomination Form
A nomination form will be used for all nominations except existing Directors wishing to stand for re-election who are not required to fill out the Nomination Form again but who should declare their willingness to continue in writing to the Company Secretary.
Nominees must have a Proposer and a Seconder. Nominees, Proposers and Seconders must all be members of the MIoD. A member may propose and second more than one nominee.
Nomination Forms should be sent to the CEO, Company Secretary by the due date (2 months before AMM) accompanied by a CV. Upon receipt the CEO, Company Secretary will check for completeness and follow up on any missing information.
Nomination Committee
The Company Secretary will compile the list of nominees, including existing directors willing to stand for re-election and present the list to the NMC.
The NMC will meet to consider the list of nominees and recommend to the Board those nominees who meet the following criteria:
- active and compliant member of the MIoD -good reputation -strong interest in promoting Corporate Governance
- share MIoD values
- commitment
- board experience
- Corporate governance expertise
- independence
- specific expertise, skills and competencies taking into consideration succession planning and diversity as recommended by the NMC.
In making its recommendations, the NMC will take into consideration the variety of skills and competencies needed on the MIoD Board going forward as well as ensuring a good mix of age and gender.
Where required by the NMC, Board nominees may be asked to provide further documentary proof and supporting documents and/or attend interviews with regard to their application.
Should there be insufficient candidates or should the NMC consider that the candidates do not have the relevant skills and competencies, they may wish to seek additional nominations and extend the deadline accordingly.
The Board
The recommendations of the NMC will be made to the Board in August at least one month before the AMM.
The Board will consider the recommendations of the NMC and make its final decision. Nominees shall be informed in writing of the outcome of their application. The Board is under no obligation to provide a reason for refusal of any nomination.
Should there be more than 11 nominees, including those directors standing for re-election, the Company Secretary will be asked to organise an election at the AMM.
Annual Members Meeting (AMM)
The Company Secretary shall issue the notice for the AMM at least 14 days before the AMM date with details of nominated candidates for election as Directors and of the ballot if there is to be one.
The AMM Notice will detail the voting procedures, if necessary, and the ballot paper will list the candidates in alphabetical order
Voting for Directors will be done by members:
a) casting their votes at the meeting or
b) instructing their proxies how to vote on their behalf at the meeting
Postal votes will not be accepted.
The Chairman shall conduct the voting by a show of hands unless there are more candidates than vacancies, in which case the Chairman will conduct the voting for Directors by means of a poll via ballot papers.
Where there are more candidates than vacancies for Directors, the Chairman shall conduct the voting by a show of hands.
If there are fewer than 4 candidates for the election of directors at the AMM, the AMM shall not proceed and the statutory provisions shall apply.
In the event of a poll, the votes cast shall be verified by the scrutineers appointed at the meeting. It is recommended that the external auditors be appointed as scrutineers.
The result of the vote shall be declared at the AMM. The Chairman need not divulge the actual number of votes for each candidate.
In the event of there being an equality of votes for the final vacancy of the Board, there shall be a runoff election in the same manner.
After the AMM, the members of the MIoD shall be informed by the CEO of the names of the persons who have been elected as Directors. Notification will be done by email and on the MIoD’s website.
The MIoD bankers will also be advised by the Company Secretary.
Code of Conduct
All members agree to abide by the MIoD Code of Conduct.
