Corporate Governance Disclosure Statement

(Prepared in accordance with the Guidelines on Corporate Governance for Labuan Banks and Labuan (Re)Insurers – Part VI: Transparency)

1.     Introduction

MANDARIN RE LTD recognises the importance of sound corporate governance as a fundamental element in ensuring transparency, accountability, and sustainable business operations. The Company’s corporate governance framework is designed to support effective oversight, prudent risk management, and compliance with applicable laws and regulatory requirements in Labuan.

This Corporate Governance Disclosure Statement is prepared in accordance with Paragraph 19 of Part VI: Transparency of the Guidelines on Corporate Governance for Labuan Banks and Labuan (Re)Insurers and outlines the Company’s corporate governance policies and practices.

2.     Board of Directors

The Board of Directors is the highest governing body of the Company and has overall responsibility for the strategic direction and oversight of the Company’s business and affairs.

The Board:

  • sets the Company’s strategic objectives and business direction;
  • oversees financial performance and business sustainability;
  • ensures the adequacy and effectiveness of the risk management and internal control systems;
  • ensures compliance with applicable laws, regulations, and internal policies.

The Board comprises suitably qualified and experienced directors, including executive and, where applicable, independent non-executive directors.

3.     Board Committees

To assist in the effective discharge of its responsibilities, the Board has established the following committees:

  • Audit Committee, which oversees financial reporting, internal controls, and the external audit process;

·         Risk Committee, which provides oversight of the Company’s risk governance framework and risk management practices.

·         Each committee operates under formal terms of reference approved by the Board and reports regularly to the Board on its activities.

4.     Ethics and Corporate Conduct

The Company is committed to maintaining high standards of integrity and ethical conduct. The corporate governance framework is supported by approved policies, including:

  • a Code of Conduct applicable to directors, officers, and employees; -
  • a Conflict of Interest Policy to ensure decisions are made in the best interests of the Company;
  • a Whistleblowing Policy that provides a secure and confidential channel for reporting misconduct or unethical behaviour;
  • relevant compliance and anti-corruption policies.

These policies are communicated to relevant parties and are subject to periodic review.

5.     Risk Management and Internal Controls

The Company has implemented a structured Risk Management Framework to identify, assess, monitor, and mitigate material risks arising from its operations.

The internal control system is designed to:

  • safeguard the Company’s assets;
  • ensure the reliability and integrity of financial and management information;
  • promote operational efficiency; and
  • ensure compliance with applicable legal and regulatory requirements.

The Board reviews the effectiveness of the risk management and internal control framework on a regular basis.

6.     Transparency and Disclosure

In accordance with Paragraph 19 of the Guidelines, the Company discloses information on its corporate governance policies and practices relating to the composition, functions, and conduct of the Board. Such information is made available on the Company’s official website and, where appropriate, through its annual and periodic reports.

The Board ensures that corporate governance disclosures are accurate, clear, and presented in a manner that is easily understood by shareholders, clients, and other relevant stakeholders, and that the information is readily accessible to facilitate informed decision-making.

7.     Continuous Review and Enhancement

The Board is committed to the continuous review and enhancement of the Company’s corporate governance framework to ensure ongoing compliance with regulatory requirements and alignment with evolving best practices and stakeholder expectations.