2. GOVERNANCE STRUCTURE Continued 2.1 The Board Continued Constitution of CFSL The Constitution has been drafted in accordance with the provisions of the Mauritian Companies Act 2001 and the Listing Rules established by the Stock Exchange of Mauritius. Board Charter Adopted in October 2019, the Board Charter provides the terms of reference of the Board as well as a concise overview of the objectives, role, composition and responsibilities of the Board of the Company. Code of Ethics The Code of Ethics highlights areas such as personal conduct, conflicts of interest, personal dealings in securities and related investments, and employment practices which the Company believes are essential in maintaining fair business practices. The Board will regularly monitor and evaluate compliance with the Code of Ethics. Following the review of the Code of Ethics during the previous financial year, a condensed version of the Code of Ethics will be published on the Company’s website. All employees and Directors have received a copy of the Code of ethics of the Company, and new employees and Directors are provided with a copy of the Code of Ethics upon their induction. Position statements of the Chairperson, of the Chief Executive Officer, of the Company Secretary, of the Chairperson of the Audit and Compliance Committee, of the Chairperson of the Risk Management Committee, of the Chairperson of the Corporate Governance and Conduct Review Committee and of the Chairperson of the Board Investment Committee The function and role of the Chair and that of the Chief Executive Officer are separate. These position statements provide a clear definition of the respective roles and duties of the Chief Executive Officer, of the Company Secretary, of the Chairperson of the Board as well as of the Chairperson of each committee. Organisational Chart and Statement of main accountabilities CFSL operates within a clearly defined governance structure and such framework provides for clear lines of responsibility and delegation of authority while enabling the Board to retain effective control. Nomination and appointment process for Directors It highlights the process of identifying candidates, recommending potential Directors to the Board for approval and providing them with an induction programme once their appointment has been approved. 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 and safe communication of concerns. Employees are encouraged to report any malpractice of which they become aware, without running the risk of being victimised or discriminated. 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 Board Charter, the organisation’s Code of Ethics, the position statements, the organisational chart and the statement of main accountabilities have already been approved by the Board following the recommendation of the Corporate Governance and Conduct Review Committee. These documents are reviewed by the Corporate Governance and Conduct Review Committee only when there are any changes proposed by Management. For this year under review, no changes were made to these documents. Corporate Governance Report Continued 78 CIM FINANCE ANNUAL REPORT
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