Annual Report 2019

1. COMPLIANCE STATEMENT CIM Financial Services Ltd (‘CFSL’ or the ‘Company’) is listed on The Stock Exchange of Mauritius and is classified as a public interest entity under the Financial Reporting Act 2004. It is required to adopt and report on its corporate governance practices in accordance with the National Code of Corporate Governance (2016) (the ‘Code’). This corporate governance report sets out how the Code’s principles have been applied throughout the Company. 2. GOVERNANCE STRUCTURE 2.1. The Board According to the Constitution of the Company, the Board shall consist of a minimum of six and a maximum of twelve directors. During the year under review, the Company was headed by a unitary Board, comprised of nine members under the chairmanship of Mr. Colin Taylor. The Board is composed of four non-executive directors, including the Chairman, one executive director and four independent directors. The Board assumes responsibility for leading and controlling the organisation, providing strategic guidance, reviewing financial plans and monitoring performance, ensuring that a robust risk management system is in place and providing accurate information to shareholders, the public and regulators. It also ensures that the Company adheres to all legal and regulatory requirements. The Risk Management and Audit Committee assists the Board in fulfilling the responsibilities on risk management and audit- related issues. The profiles and the full directorship lists of the members of the Board are set out on pages 14 to 18 of the Annual Report. Except for Mr David Somen and Ms Teresa Clarke, all the directors reside in Mauritius. The Board is of the view that there is an adequate balance between independent, executive and non-executive directors on the Board and that the Board members have the necessary skills, expertise and knowledge to discharge their respective duties and responsibilities effectively. Although there is only one executive director on the Board, the Board is of the view that the input of the Chief Financial Officer who is in attendance at Board meetings provides an appropriate balance to Board deliberations. In terms of diversity, and although there is already one female director on the Board, the Board will continue to strive to improve its gender balance with the appointment of further female directors. The Board has adopted an Equal Opportunity Policy pursuant to the requirements of the Equal Opportunities Act 2008. The Policy provides for the promotion of equal opportunity between persons, prohibits discrimination on the ground of status and by victimisation. The Policy sets out the Company’s position on equal opportunity in each and every stage of the employment process and is applicable to all Board members and employees. The Company will regularly review its procedures and selection criteria to ensure that individuals are selected, promoted and treated according to their individual abilities and merits. The skills set of the members of the Board is set out in the chart below. Accounting Commercial and Investment Financial International Business and Regional Risk, Compliance and Legal 44% 56% 100% 89% 100% CIM FINANCIAL SERVICES LTD / ANNUAL REPORT 2019 Corporate Governance Report 38