71 I N T E G R A T E D R E P O R T 2 0 2 1 C O R P O R A T E G O V E R N A N C E 2.2 Board committees The Board of CFSL is assisted in its functions by four main sub-committees: (i) the Audit and Compliance Committee, (ii) the Risk Management Committee, (iii) the Corporate Governance and Conduct Review Committee, which also acts as a Remuneration and Nomination Committee, and (iv) the Board Investment Committee. These sub-committees, which operate within approved terms of reference, 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 in-depth focus on particular matters. The minutes of each committee’s proceedings are recorded and submitted to the Board for their reference and consideration. For the year under review, the Board is satisfied that all committees have effectively honoured their responsibilities and have assisted the Board in dealing with existing and new challenges. To promote a culture of integrity and reaffirm its commitment in conducting business matters in an ethical manner, 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 the Group, https://www.cimfinance.mu/en/whistleblowing, outlines the reporting mechanism and the defined process on how reported concerns will be handled and investigated in strict confidentiality. 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. The Corporate Governance and Conduct Review Committee (‘CGCRC’) The CGCRC oversees all governance issues relating to the business activities of the Company and all its subsidiaries. It is composed of two independent Directors, namely Mr. David Somen (Chairperson) and Mrs Aisha Timol, 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 CGCRC met four times. Besides addressing general corporate governance and remuneration matters, the CGCRC recommended an employee share option scheme for approval by the Board and worked with management to ensure that there was a succession plan to ensure the continuity of operations and leadership of the Company. –DavidSomen, Chairperson
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