GOVERNANCE & LEADERSHIP
We believe that responsible governance is essential to creating long-term value for our stakeholders and maintaining trust across our global operations. Guided by our corporate purpose to be changemakers, we seek to ensure that our business decisions create positive outcomes that extend beyond our organisation to transform society, the environment and the communities we serve.
This approach is reflected in our governance framework, which combines strong leadership oversight, clearly defined accountability and a culture shaped by our core values. At its foundation is the MAS DNA — the values established by our founders that guide behaviour across the organisation and form the basis of our Code of Conduct.
Through this values-driven approach, we seek to go beyond compliance with laws and regulations by embedding responsible business practices across our strategy, operations and relationships. These principles also underpin our sustainability strategy, Plan for Change, which focuses on changing products, lives and our planet for good.
Our Leadership: Changemakers at the Helm
Our leadership has always believed in putting people first, adapting to change and creating opportunity even in challenging circumstances. These principles were established by our founders Mahesh Amalean, Sharad Amalean, and Ajay Amalean, whose vision and values continue to shape our journey today.
Board of Directors
At the highest level of governance is the MAS Holdings Board, which provides strategic oversight and guidance for the organisation’s long-term direction. Our Directors work together to ensure that our strategy remains aligned with our purpose, values and long-term commitments.
The Board brings together diverse experience across global business, sustainability, finance, strategy and the apparel industry. Through this collective expertise, it supports responsible decision-making while guiding MAS’ continued growth and impact.
Mahesh Amalean
Chairman
Sharad Amalean
Deputy Chairman
Eliaz Poleg
Non-Executive Director
Gail Klintworth
Advisor to the Board
Thomas Zimmerhaeckel
Advisor to the Board
Board composition
Board Expertise
The nomination and selection of Board members is guided by predefined criteria, including diversity, independence and relevant expertise. We maintain confidentiality regarding the details of this process, supporting objective and independent decision-making.
Governance Structure and Responsibilities
Our governance structure provides clear oversight and accountability across the organisation, ensuring that strategy, operations and risk management remain aligned with our purpose, values and long-term commitments.
Governance responsibilities are structured across Board, leadership and operational levels, enabling decisions to be made effectively while maintaining strong oversight.
Together, the MAS Holdings Board and the MAS Capital Board form the backbone of our governance structure, ensuring that strategic direction and operational execution remain closely aligned.
MAS Holdings – Board of Directors
Vision, Leadership, Direction, and Alignment with Purpose
The Board serves at the highest level of governance within the Group, and works collaboratively and in consultation with the MAS Capital Board in order to achieve its objectives. The Board primarily focuses on:
- Providing strategic oversight and guidance for the organisation’s long-term direction
- Developing long-term strategies in consultation with leadership and management
- Ensuring alignment with MAS’ purpose, vision, mission and values
- Providing oversight to support disciplined execution and operational excellence
MAS Capital – Board of Directors
Strategy Execution, Leadership, and Capability Building
The MAS Capital Board, comprises of 11 operational leaders, including the Group CEO.
This leadership body brings together leaders from across the Group representing its core business and key centers of excellence, who play a critical role in guiding the organisation’s success. The MAS Capital Board focuses on:
- Supporting the implementation of strategic priorities across the organisation
- Championing initiatives that create opportunities for MAS and its customers
- Building capabilities across the organisation
Entity and Value Stream/Divisional Governance
Operational Oversight and Decision-Making, Direction, and Alignment with Purpose
In addition to the MAS Holdings and MAS Capital Boards, each legal entity and excos within the Group maintains its own governance structure, including entity-level boards where applicable. Entity and divisional governance structures help to:
- Provide leadership and oversight at entity and divisional levels
- Support operational and strategic decision-making within business units
- Ensure alignment with Group strategy, policies and governance frameworks
Audit Committee
Guiding Accountability
The Audit Committee guides the Board and Management by providing independent and objective advice on the adequacy of the Organisation’s processes for:
- Organisational governance
- Values and ethics
- Control
- Financial reporting
- Compliance with laws and regulations
- Risk management
- Oversight of internal audit activity, External Auditors and other providers of assurance
Structured Delegation:
The governance framework systematically delegates and cascades management and oversight across functions and divisions at Group, Strategic Business Unit (SBU) and facility levels.
Responsible Impact Management:
Through this system of leadership oversight, policies and operational processes, MAS manages its impact across the economy, environment and communities where it operates.
Governance Framework in Practice
Our governance framework ensures that oversight and decision-making are effectively delegated across the organisation while maintaining alignment with Group strategy and values.
Policy Framework:
These functions operate within a well-defined and routinely reviewed policy framework that addresses the Group’s material risks and impacts.
Integration with Sustainability Governance:
Together with processes established for Sustainability Governance, which support the implementation of our Plan for Change, this framework helps integrate sustainability priorities into decision-making and operational management.
Responsible Financial Management
MAS strives to be responsible stewards of its financial position and resources, ensuring that financial management practices support long-term value creation for stakeholders.
Financial governance across the Group is supported by established control mechanisms, oversight structures and compliance with applicable laws and regulations in the jurisdictions in which MAS operates.
The Group contributes to statutory employee benefit schemes, in addition to gratuity and similar obligations, in accordance with regulatory requirements in each country in which it operates.
The following functions and financial processes are part of a comprehensive governance framework under the Group’s Economic and Governance pillars, that addresses business risks and impacts and ensures responsible financial stewardship.
Independent Audit Committee
Independent Audit Committee providing financial governance oversight and guidance
Tax Function
This dedicated function supports tax compliance, planning and reporting in line with applicable regulatory and statutory requirements.
Internal Audit and Enterprise Risk Management
The Group Risk & Control function conducts internal audits and coordinates all areas of operational risk management that fall within the purview of the Audit Committee.
Human Resources Divisions
Central and SBU-level Human Resources Divisions overseeing employee-related obligations and compensation structures.
Financial Management
Central and SBU-level Finance teams overseeing financial management and reporting.
Operational and Compliance Teams
SBU-level operational, engineering, and compliance teams support governance and risk management across business units.
Legal Function, Intellectual Property Management and Statutory and Regulatory Compliance
The Group Legal Team provides integrated legal oversight covering corporate legal matters, protection and management of intellectual property, and compliance with all statutory and regulatory requirements.
Health, Safety and Sustainability Functions
Health and Safety, CSR, Sustainability, and ESG teams at each SBU support responsible business practices and sustainability priorities.
Sustainability Governance
Guiding the Plan for Change
MAS’ sustainability governance framework supports the implementation and monitoring of our Plan for Change, which focuses on creating positive impact across Products, Lives and Our Planet.
The framework is built on leadership oversight, goal setting, operational monitoring and independent oversight. It ensures sustainability priorities are embedded across the organisation, while being aligned with stakeholder expectations and evolving regulatory requirements.
Strategic Oversight
MAS Holdings Board
- Provides strategic oversight of sustainability and the Plan for Change
- Guides long-term sustainability priorities
- Reviews progress against sustainability commitments
- Ensures alignment with MAS’ purpose, values and strategy
Setting Sustainability Goals
Sustainability priorities are defined through materiality assessments and strategic leadership guidance. Based on these inputs, goals are cascaded across the organisation through two KPI categories.
Hoshin KPIs define strategic sustainability objectives, while Foundational KPIs track core operational performance.
Together, these KPIs support the three pillars of the Plan for Change.
Monitoring and Review
Progress against sustainability KPIs is monitored monthly by pillar leads and divisional teams. Performance is tracked against defined targets and assessed against year-end goals. This process helps identify concerns or operational roadblocks early, enabling timely intervention and ensuring progress towards sustainability commitments.
Advisory and Consultation
Sustainability Advisory Council (SAC)
Composition:
- Members of the MAS Capital Board, including the Group CEO
Includes:
- Group Legal Director, Group HR Director, Business Director, Non-Executive Director
Meeting Frequency:
- Bi-annual
Responsibilities:
- Advises the Director – Group Sustainable Business
- Reviews sustainability priorities and emerging risks
- Provides guidance on implementation of the Plan for Change
- Supports alignment of sustainability initiatives across business units
Implementation and Learning
Where challenges are identified, issues are reviewed at Group level and solutions are implemented across the relevant business units. Insights and lessons learned are shared across the organisation to support continuous improvement and cross-business learning.
Sustainability Monitoring and Escalation Process
Monthly KPI Monitoring
(Pillar & Divisional Leads)
Concerns / Roadblocks Identified
Director-Group Sustainable Business
(Leadership Level)
Solutions Implemented
(Group Level)
Learnings Shared Across the Group
Strategic issues escalated to SAC if required
Sustainability Monitoring and Escalation Process
Monthly KPI Monitoring
(Pillar & Divisional Leads)
Concerns / Roadblocks Identified
Director-Group Sustainable Business
(Leadership Level)
Solutions Implemented
(Group Level)
Learnings Shared Across the Group
Strategic issues escalated to SAC if required