CFSL - Annual report 2018

The Group has also adopted a Whistleblowing policy which provides a channel of effective communication of concerns to encourage the disclosure of whistleblowing matters of which they become aware and to provide protection for those who report allegations. It further outlines the process on how reported concerns will be handled and investigated. The policy is available on the website of Cim Group (https://www.cim.mu/governance-cfsl.html ). With regard to the adoption of a board charter, the Board is of the view that the company’s constitution, existing legislative acts, rules and regulations already cover matters usually set out in a board charter and that there is therefore no need to adopt a board charter at this stage. 2.2. Board committees In line with the Code, the Board has set up a Corporate Governance Committee (CGC), and a Risk Management and Audit Committee (RMAC) to assist it in the discharge of its duties. The CGC oversees all governance issues relating to the business activities of the Company and all of its subsidiaries. The CGC is composed of two independent directors namely Mr. David Somen (Chairman) and Ms Teresa Clarke, two non- executive directors namely Mr. Tim Taylor and Mr. Philip Taylor and one executive director namely Mr. Mark van Beuningen. The RMAC oversees the risk and audit-related issues of the Company and its subsidiaries. The RMAC is composed of two independent directors namely Mr. Amédée Darga (Chairman) and Mr. Fareed Jaunbocus and one non-executive director namely Mr. Matthew Taylor. All the members of RMAC are financially literate with Mr. Fareed Jaunbocus being a Chartered Accountant. Due to the specificity of the credit management sectors, and in keeping with regulatory requirements, a dedicated Audit Committee and a Risk Management Committee were constituted at the level of Cim Finance Ltd. The Board has also set up the Board Investment Committee (BIC) which assists the Board of CFSL in making investment and/or acquisition decisions within the mandate of the Committee. The BIC is composed of two non-executive directors namely Mr. Colin Taylor (Chairman) and Mr. Tim Taylor, one executive director namely Mr. Mark van Beuningen and one independent director namely Mr Amédée Darga. The terms of reference of these committees, which have been approved by the Board, are available on the website of Cim Group (https://www.cim.mu/governance-cfsl.html) . These charters are reviewed on an annual basis by each committee and any proposed amendments are submitted to the Board for approval. When necessary, other committees are set up by the Board on an ad-hoc basis to consider specific matters. 27 CIM FINANCIAL SERVICES LTD ANNUAL REPORT 2018