| CIM FINANCE. INTEGRATED REPORT 2022 82 CORPORATE GOVERNANCE 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. Identifying key candidates for leadership positions helps ensure business continuity and enables the continuous execution of the Group’s strategy. 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 Mauritian Companies Act 2001. All Directors will stand for re-election by way of separate resolutions at the Annual Meeting of Shareholders of the Company scheduled in March 2023. 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 TheBoard reviews the professional development needs of Directors during theBoard evaluationprocess anddirectors are encouraged to develop their skills and expertise on an on-going basis. They also receive regular updates on the latest trends and legislations affecting the business frommanagement and/or other industry experts. A board evaluation exercisewas carried out inOctober 2022 and the results were discussed at the CGCRC inNovember 2022. A workshop on Anti Money Laundering is scheduled so that Directors are given recent updates on ML/TF risks. 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 unrestricted 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 andmay 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 theMauritian Companies Act 2001. They also follow theModel 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
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