Integrated Report 2020

INTEGRATED REPORT 2020 CIM FINANCIAL SERVICES LTD Corporate Governance Report The Risk Management and Audit Committee (Cont’d) During the meetings, significant emphasis was placed on improving the cybersecurity infrastructure of the Group and substantial progress has been made on this topic, especially with the increased digitalisation of the operations and services of the Group. Various measures have also been implemented to increase information security. Amédée Darga, Chairman RMAC. The Board Investment Committee The Board Investment Committee (BIC) assists the Board of CFSL in making investment and/or acquisition decisions within the mandate of the Committee or any other matter delegated to it by the Board. The BIC meets on adhoc basis as and when there are investment projects to be considered and was composed of two independent directors, namely Mrs. Aisha Timol (Chairperson) and Mr. Amédée Darga, two non-executive directors, namely Mr. Colin Taylor and Mr. Tim Taylor and one executive director, namely Mr. Mark van Beuningen. During the year under review, the BIC met to review a proposed investment and as well as the medium term notes programme issued by the Company. IT sub committee In light of the project initiated for the replacement of the core lending system of Cim Finance Ltd, the Board constituted an adhoc IT Sub Committee to support management on the evaluation and selection of a preferred vendor for the new core lending system. The IT subcommittee also provided valuable input in the finalisation of the project and contractual documents with selected vendor. The IT subcommittee met 4 times and was comprised of Messrs Fareed Jaunbocus, Matthew Taylor, Denis Motet and Mrs Teresa Clarke with Mr Amédée Darga as Chairman. When necessary, other committees are set up by the Board on adhoc basis to consider specific matters. In accordance with the requirements of the Code, the following documents are available for consultation purposes on the Company’s website: i. Terms of Reference of the Corporate Governance Committee; ii. Charter of the Risk Management and Audit Committee; and iii. Terms of reference of the Board Investment Committee. In order to ensure business continuity while observing safety precautions following the measures implemented by the Government to tackle the COVID-19 pandemic, the board and the committee meetings were conducted by means of video conference during the lockdown. Following the amalgamation of CFSL and CFL on the 1st October 2020, the new board committees have been set up and the following documents are now accessible on the website: i. Audit and Compliance Charter ii. Charter of the Risk Management Committee; iii. Corporate Governance and Conduct Review Charter; and iv. 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. 2.3 Directors’ remuneration and attendance The remuneration of non-executive directors consists of a mix of attendance and retainer fees. The executive director does not receive additional remuneration for serving on the Board of the Company or its committees. His remuneration package as an employee of the Company, including performance bonuses, is in accordance with market rates. The remuneration of the executive and non-executive directors are reviewed and recommended for approval to Board on an annual basis by the Corporate Governance Committee. The non-executive directors are not paid any performance bonuses. 50