Annual Report 2019

2.7. Directors’ duties, remuneration and performance The directors are aware of their legal duties and may seek independent professional or legal advice, at the expense of the Company, in respect of any aspect of their duties and responsibilities. 2.8. Interests of directors and conflicts of interest All directors, including the Chairman, declare their direct and indirect interests in the shares of the Company as well as their interests in any transaction undertaken by the Company. They also follow the Model Code for Securities Transactions as detailed in Appendix 6 of the Stock Exchange of Mauritius Listing Rules whenever they deal in the shares of the Company. The interests register of the Company is maintained by the Company Secretary and is available for consultation by shareholders upon written request to the Company Secretary. In addition, the Group has adopted the Related Party Policy of its wholly-owned subsidiary, Cim Finance Ltd, which sets out the basic framework of risk management put in place with regard to the identification, monitoring and reporting of related party transactions. The Policy’s underlying principles are derived from the guidelines of the Bank of Mauritius on related party transactions. The Code of Ethics of the Group also sets out instances which could lead to a conflict of interest and the procedure for dealing with such potential conflicts. For the year under review, there were no dealings in the shares of the Company by the directors. 2.9. Information, information technology (IT) and information security policy The Board oversees information governance within the organisation and ensures that the performance of information and information technology (IT) systems lead to business benefits and create value. The Group has adopted the IT policies of Cim Finance Ltd as most of the operational activities of the Group are concentrated in Cim Finance Ltd. A Firewall Policy has been implemented to mitigate the risks associated with security threats while a Data Privacy Policy, which complies with the requirements of the Data Protection Act 2017, has been set up to protect and ensure the confidentiality of personal or sensitive personal data. The Group has also adopted the Data Retention and Disposal Policy of Cim Finance. Matters of importance with regard to information security policies are taken up by the Risk Management and Audit Committee and recommendations are submitted to the Board for approval. The Board, through its committees, ensures that proper policies have been implemented for the protection of the Company’s information assets. Policies have also been set up to protect the integrity, ensure the confidentiality and control the usage of and access to the information which is essential for the smooth running of the Company’s business activities. The Group Board approves material investments in information technology and security, as set out in the annual budget, according to the business needs of the Group. 2.10. Board performance review The Board had resolved that the peer review of the Board directors and a review of the performance of the Board and its committees would be carried out every two years. A questionnaire has been circulated to each director to obtain their point of view on the effectiveness of the Board, to assess their contribution to the Board’s performance and to identify areas of improvement. Once the results have been analysed by the Corporate Governance Committee, they are reported at Board level. 2.11. Directors’ remuneration Executive directors are not additionally remunerated for serving on the Board of the Company or its committees. Their remunerationpackages as employees of theCompany, including performance bonuses, are in accordance with market rates. The remuneration of non-executive directors consists of a mix of attendance and retainer fees. The remuneration of the executive and non-executive directors are reviewed and recommended for approval by the Board on an annual basis by the Corporate Governance Committee. The non-executive directors are not paid any performance bonuses and there are no long term incentive plans in force within the Group. The remuneration paid to executive and non-executive directors and/or committee members is set out in the table on page 40. CIM FINANCIAL SERVICES LTD / ANNUAL REPORT 2019 41