| CIM FINANCE. INTEGRATED REPORT 2022 76 CORPORATE GOVERNANCE 1. COMPLIANCE STATEMENT CIMFinancial Services Ltd (“CFSL” or the “Company”), a company listed on theOfficial Market of The Stock Exchange of Mauritius (“SEM”), is classified as a public interest entity under the Mauritian Financial Reporting Act 2004. In accordance with the National Code of Corporate Governance (2016) (the “Code”), CFSL is required to adopt and report on its corporate governance practices. This Corporate Governance Report thus sets out how the Code’s principles have been applied throughout the Company. 2. GOVERNANCE STRUCTURE 2.1 THE BOARD We believe that setting the tone at the top is a prerequisite for a strong governance culture, and this begins with our Board of Directors. The Board of Directors (‘Board’) of CFSL is fully dedicated to applying the principles of the Code, thus ensuring the Company’s commitment to maintaining and enhancing the resilience of the business, and creating long-term value for its stakeholders. The Board is responsible for embodying and promoting a culture of transparency, accountability and ethics in order to guarantee efficient and ethical decision-making processes. According to the Constitution of the Company, the Board shall consist of a minimum of six and a maximum of twelve Directors. The Company is headed by a unitary board, comprised of ten members, under the chairpersonship of Mrs Aisha Timol. The Board comprises five non-executive Directors, one executive Director and four independent Directors, including the Chair, who operate collectively within a clearly defined governance framework. The categorisation of each Director is set out in the table on page 81. Having completed 9 years on the Board, Mr Amédée Darga is now classified as a Non-Executive director as he is no longer considered as independent as per the Mauritian Companies Act 2001. However, the Board has thought it fit to maintain Mr Darga as Chair of the Audit and Compliance Committee given his track record, independence of character and judgement and the fact that hemeets all of the other criteria set out to test for director independence in the National Code of Corporate Governance. The Board is of the view that there is an adequate balance between independent, non-executive and executive Directors on the Board and that all Boardmembers have the necessary skills, expertise, experience, independence of opinion and knowledge to discharge their respective duties and responsibilities effectively. COMPOSITION OF THE BOARD Independent Directors 4 Executive Director 1 Non- Executive Directors 5
RkJQdWJsaXNoZXIy MzQ3MjQ5