Corporate Governance Report 1. COMPLIANCE STATEMENT CIM Financial Services Ltd (‘CFSL’ or the ‘Company’), a company listed on the Official 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 Setting the tone at the top is a prerequisite for a strong governance culture, and this begins with the 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 shareholders and other 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 and to ensure sustainable growth. 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 eleven members, under the chairpersonship of Mrs Aisha Timol. Recognising that a more diverse board will help to produce better quality decisions and bring in additional innovative insights and fresh perspective, Ms Sharona Ramdoss was appointed as Independent Director in June 2023. Ms Sharona Ramdoss brings in more than 15 years of experience in the financial sector. Her profile is set out at on page 23. As at 30 September 2023, the Board comprises six non-executive Directors, one executive Director and four independent Directors, including the Chairperson, 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 nine years on the Board, both Messrs Amédée Darga and David Somen are now classified as non-executive directors as they are 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 (ACC) given his track record, independence of character and judgement, and the fact that he meets all of the other criteria set out to test for director independence in the National Code of Corporate Governance. Furthermore, with the appointment of Ms Sharona Ramdoss as member of ACC, the committee is now composed of a majority of independent directors (3 out of 4), Mr Matthew Taylor having stepped down from the ACC and having been appointed as a member of the Risk Management Committee. Executive Director 1 Non-Executive Directors 6 Independent Directors 4 Composition of the Board 76 CIM FINANCE ANNUAL REPORT
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