Integrated Report 2020

INTEGRATED REPORT 2020 CIM FINANCIAL SERVICES LTD 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 : i. Constitution of CFSL ii. Board’s Charter: It provides the terms of reference of the Board and describes how the Board operates iii. Company’s Code of Ethics: The Board will regularly monitor and evaluate compliance with the Code of Ethics iv. Position statements of the Chairperson, the Chief Executive Officer, the Company Secretary, the Chairman of the Risk Management and Audit Committee, the Chairman of the Corporate Governance Committee and the Chairman of the Board Investment Committee which provide a clear definition of their respective roles and duties v. Organisational Chart vi. Statement of main accountabilities vii. Nomination and appointment process for directors 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 positions 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 The Board of CFSL is assisted in its functions by three main sub-committees: (i) the Risk Management and Audit Committee, (ii) the Corporate Governance Committee, which also acts as a Remuneration and Nomination Committee, and (iii) a Board Investment Committee. These subcommittees have been set up in line with the Code, to assist the Board 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 recorded and submitted to the Board for noting. Corporate Governance Committee The Corporate Governance Committee (‘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), Mrs Teresa Clarke (up to 10 July 2020) and Mrs Aisha Timol (from 12 October 2020), two non-executive directors, namely Mr. Tim Taylor and Mr. Philip Taylor, and one executive director, namely Mr. Mark van Beuningen. “During the year under review, the CGC met 4 times. Besides looking at the general corporate governance and remuneration matters, the CGC worked on the structure of the Group post amalgamation as well as the committees to be set up and their membership. One of the key issues reviewed by the Committee was the proposed setting up of an Employee Share Option (‘ESOS’). The ESOS has been approved in principle by the Board on the recommendation of the CGC and will be proposed for approval by the shareholders at the next meeting of shareholders.” David Somen, Chairman The Risk Management and Audit Committee The RMAC oversees the risk and audit-related issues of the Group. 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. “During the year under review, the RMAC met 8 times. Following an invitation to tender for external audit services the members of the RMAC met twice in January to take note of and discuss the proposals received before recommending their choice to the Board for proposed appointment at the Annual Meeting of Shareholders. The RMAC received reports from the Head of Internal Audit on the various internal audit and investigations carried out by the internal audit team and approved the internal audit plan for the financial year. The Committee also reviewed on the audited accounts, the management letters as well as quarterly financial statements presented by the Group Chief Financial Officer. As part of its mandate, the RMAC discussed the risk appetite of the Group, the principal risks faced by the Group and the actions taken to mitigate such risks. 49