75 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 2.4 Appointment The Board, supported by the CGCRC, assumes the responsibilities for succession planning and for recommending the appointment of new Directors to the shareholders of the Company. The process for the appointment of Directors, which is made in a transparent and formal manner, is available on the website of the Company (https://about. cimfinance.mu/en/about/about-cim-finance/ governance). When appointing Directors, the Board considers its needs in terms of size, experience, skills and diversity. The total number of Directors shall not at any time exceed the number fixed in accordance with the constitution. It is to be noted that any Director over the age of 70 is appointed at the Annual Meeting of Shareholders (‘AMS’) in accordance with section 138(6) of the Companies Act 2001. All Directors will stand for re-election by way of separate resolutions at the AMS of the Company scheduled in February 2022. 2.5 Induction and Orientation The Board is responsible for the induction of new Directors to the Board, a process facilitated by the Company Secretary. The induction programme has been designed to make Directors fully aware of their legal duties and to acquaint them with the Company’s structure, strategies, mission and values. No Director was appointed during the financial year under review. 2.6 Professional Development The Board reviews the professional development needs of Directors during the Board evaluation process and Directors are encouraged to develop their skills and expertise on an ongoing basis. They also receive regular updates on the latest trends and legislations affecting the business from management and/or other industry experts. In November 2021, the Directors participated in a workshop on Anti-Money Laundering facilitated by the Financial Services Institute. 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 haveaccess to theCompany’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. The Code of Ethics and the Board Charter provide guidance to the Directors in fulfilling their roles. All Directors have a duty to act in the best interests of the Company and are expected to ensure that his or her other responsibilities do not encroach on his or her responsibilities as a Director of CIM Financial Services Ltd. 2.9 Interests of Directors and conflicts of interest All Directors, including the Chairperson, 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 register of interests 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 a Related Party Policy 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 and the Listing Rules. The Code of Ethics of the Group also sets out instances which could lead to a conflict of interest, and the subsequent procedure for dealing with such potential conflicts.
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