Annual Report 2019

In accordance with the requirements of the Code, the following documents as approved by the Board are available for consultation purposes on the Company’s website https://www.cim.mu/governance-cfsl.html: 1. Constitution of CFSL 2. Code of Ethics. The Board will regularly monitor and evaluate compliance with the Code of Ethics 3. Position statements of the Chairman and the Company Secretary which provide a clear definition of their respective roles and duties 4. Organisation chart 5. Statement of main accountabilities 6. Nomination and appointment process of directors The Board has approved on 4 October 2019 a Board Charter which provides the terms of reference of the Board and describes how the Board operates. The Board charter is available for consultation purposes on the Company’s website https://www.cim.mu/governance-cfsl.html. The Board has also approved on 4 October 2019 the position statement of the Chief Executive Officer of the Company which clearly defines the duties and role of the Chief Executive Officer. The position statement of the Chief Executive Officer is available for consultation purposes on the Company’s website https://www.cim.mu/governance- cfsl.html. To promote a culture of integrity, the Group has adopted a Whistleblowing policy which provides a channel of effective communication of concerns. Employees are encouraged to report any malpractice of which they become aware. The policy, which is available on the website of Cim Group https://www.cimfinance.mu/en/whistleblowing , outlines the reporting mechanism and the defined process on how reported concerns will be handled and investigated. The processes and frequency to review, monitor and approve the Board Charter, the organisation’s Code of Ethics, the position statements, the organisational chart and the statement of main accountabilities are determined by the Board and may be delegated to sub-committees, as appropriate. 2.2. Board committees In line with the Code, the Board has set up a Corporate Governance Committee (CGC), a Risk Management and Audit Committee (RMAC) and a Board Investment Committee (BIC) to assist it in the effective discharge of its duties as well as to provide support and focus on particular matters. The minutes of proceedings of each committee are submitted to the Board for noting. The CGC oversees all governance issues relating to the business activities of the Company and all 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. It also monitors the implementation of the internal audit recommendations as well as the integrity of the Annual Report and the financial statements. The RMAC makes recommendations to the Board with regard to the appointment or removal of the external auditor. Moreover, it reports to the Board on significant financial reporting issues and judgements relating to financial statements. 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 the RMAC are financially literate, with Mr Fareed Jaunbocus being a Chartered Accountant. It is to be noted that, due to the specificity of the credit management sectors, and in keeping with regulatory requirements, a dedicated Risk Management Committee and an Audit Committee have been constituted at the level of Cim Finance Ltd. The Board Investment Committee (BIC) 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 Board has adopted on 4 October 2019 the position statement of the Chairperson of the Corporate Governance Committee, the position statement of the Chairperson of the RiskManagement and Audit Committee and the position statement of the Chairperson of the Board Investment Committee. The said position statements are available for consultation purposes on the Company’s website https:// www.cim.mu/governance-cfsl.html. In accordance with the requirements of the Code, the following documents are available for consultation purposes on the Company’s website https://www.cim.mu/ governance-cfsl.html: • Terms of reference of the Corporate Governance Committee • Charter of the Risk Management and Audit Committee • Terms of reference of the Board Investment Committee The terms of reference of these committees 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. CIM FINANCIAL SERVICES LTD / ANNUAL REPORT 2019 39