Integrated Report 2020

INTEGRATED REPORT 2020 CIM FINANCIAL SERVICES LTD Corporate Governance Report 2.7 Board access to information and advice All directors have access to the Company Secretary to discuss issues or to obtain information on specific areas or items to be considered at Board meetings or any other area they consider appropriate. Furthermore, directors have access to the Company’s records and the right to request independent professional advice at the Company’s expense. 2.8 Directors’ duties 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. 2.9 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 in accordance with the Companies Act 2001. 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 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. The direct and indirect interests of directors in the shares of the Company are set out in the table on page 51. 2.10 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 was 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, was 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 to minimise data storage amount and retention time. Matters of importance with regard to information security policies are also 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 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. 2.11 Board performance review Following recommendations made by the Corporate Governance Committee, the Board approved board evaluation framework that will allow the Company to transition in a smooth manner from an internally led board evaluation to an externally led exercise, over a 3 year period so that the Company complies with best practice in terms of board evaluation. The evaluation for this year was conducted internally by way of a questionnaire which has been circulated to each director to obtain their views 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 will be reported at Board level and used to improve the Board’s effectiveness. Next year’s board evaluation would consist of a peer evaluation in addition to the questionnaire. 52