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Corporate governance

VanCare Insurance Limited supports the Reserve Bank of Vanuatu’s Corporate Governance Code for capital markets. We are committed to delivering best practice in corporate governance and transparency in reporting. During the reporting period, VanCare Insurance Limited has been compliant with all RBV guidelines & procedures.

Establish Clear Responsibilities for Board Oversight

The VanCare Insurance Limited’s Memorandum & Articles of Association sets out the powers and duties of directors in terms of managing the company effectively & efficiently. Board Charter clearly sets out the objectives of the Board.

Constitute as Effective Board

The VanCare Insurance Limited’s Memorandum & Articles of Association specifies the number of Directors may not be less than the number required by the Corporations Act, nor more than nine.
The Board currently comprises of 3 directors:


Avi Raju
Non-Executive Chairman


Peter McPherson
Managing Director


Tukana Bovoro
Independent Director

Appointment of Chief Executive Officer

Directors are expected to exercise due diligence in appointing the Managing Director & all such executive appointments are made by the Board.

Board & Company Secretary

VanCare Insurance Limited as part of a public listed company has appointed a suitable qualified & competent board secretary. The company secretary maintains a close link with the Board & Executive officers and the company to ensure all duties & responsibilities are effectively discharged.

Timely and Balanced Disclosure

VanCare Insurance Limited complies with its disclosure obligations under the RBV Rules and the Companies Act, has in place well developed procedures for dealing with compliance.

Promote Ethical & Responsible Decision Making

VanCare Insurance Limited promotes and believes that all directors and employees uphold high ethical standards, honesty, fairness and equity in all aspects of their employment and association with the company.

Register of Interests

Directors and officers of the company are obliged to disclose any conflicts of interest that may arise in the course of the business.

Respect the Rights of Shareholders

An Annual General Meeting is held every year in accordance with the Articles of Association and shareholders are encouraged to participate. The Annual Report is also published each year & circulated to the shareholders prior to the AGM.

Accountability & Audit

VanCare Insurance Limited is audited annually by independent auditors who provide their report to the shareholders. The Audit Committee is responsible for overseeing the financial reporting and disclosure process, performance and independence of the external auditors, reviewing adequacy of the internal audit function and discussing risk management policies and practices with management.

Recognize & Manage Risk

VanCare Insurance Limited has in place a Risk Management Policy to ensure that key business and operational risks are identified and appropriate controls and procedures are put in place to manage these risks.

VanCare Insurance Limited has 2 Subcommittee’s that help the Board in fulfilling its responsibilities by providing recommendations, advice and information. These Subcommittees are chaired by Non-Executive Directors.



Audit and Risk Committee


Tukana Bovoro
Committee Chairman


Avi Raju
Member


Peter McPherson
Member


Victor Robert
Ex - Officio Member

Treasury and Investment Committee


Avi Raju
Committee Chairman


Victor Robert
Committee Secretary
/ Ex - Officio Member


Tukana Bovoro
Member


Peter McPherson
Member


The Executive Management of VanCare Insurance Limited comprises of the Managing Director, Finance Manager, Corporate Governance & HR Executive, Claims Manager, IT Manager, Business Development Manager and Motor Vehicle Insurance Manager. The Managing Director is advised by internal department meetings which meets on a regular basis to consider the day to day operations of the company.

Delegation of Authority- all the claims processing and expenditure in the company must be authorized in accordance with the respective delegations, policies and procedures. The Board and Management receives monthly reports comparing the actual outcomes against budget. The Delegation of Authority is updated regularly to ensure that we are compliant.