2.2 Board committees The Board of CFSL is assisted in its functions by five main sub-committees: (i) the Audit and Compliance Committee, (ii) the Risk Management Committee, (iii) the Corporate Governance and Conduct Review Committee, which also acts as a Remuneration and Nomination Committee, (iv) the Board Investment Committee, and (v) the IT Sub Committee. These sub-committees, which operate within approved terms of reference/charter/mandate, have been set up in line with the Code, to assist the Board in the effective discharge of its duties, as well as to provide support and in-depth focus as well as specialist guidance on particular matters which relate to CFSL’s activities. The minutes of each committee’s proceedings are recorded and submitted to the Board for their reference and consideration. The Chair of each sub-committee provides the members of the Board with a report on important matters which might have an impact on the Company and its activities. For the year under review, the Board is satisfied that all committees have effectively honoured their responsibilities and fulfilled their role of providing oversight to the Board on specific matters while assisting the Board in dealing with existing and new challenges. The Corporate Governance and Conduct Review Committee (‘CGCRC’) The CGCRC oversees all governance issues relating to the business activities of the Company and all its subsidiaries. The CGCRC is composed of three non-executive Directors, namely Mr. David Somen (Chair), Mr. Tim Taylor and Mr. Philip Taylor, one independent director, namely Mrs Aisha Timol, and one executive Director, namely Mr. Mark van Beuningen. “During the year under review, the CGCRC met four times. Besides looking at the general corporate governance and remuneration matters, the CGCRC recommended the appointment of Ms Sharona Ramdoss as Independent Director of CFSL and member of the Audit and Compliance Committee, considered the assessment carried out following the evaluation of the Board, its Committees and its directors and the subsequent action plan and reviewed, assessed the initiatives as per the ESG framework and, discussed the proposed allocation mechanism for the Employee Share Options Scheme (ESOS).” David Somen, Chair The Risk Management Committee (‘RMC’) The RMC oversees the risk-related issues of the Group and helps in maintaining an effective internal control system and risk management systems. It is currently composed of two independent Directors, namely Mr. Denis Motet (Chair) and Mr. Fareed Jaunbocus, one non-executive Director, namely Mr. Matthew Taylor and one executive Director, namely Mr. Mark van Beuningen. “During the year under review, the RMC met four times. As part of its mandate, the RMC discussed the risk appetite of the Group, the principal risks faced by the Group and the actions taken to mitigate such risks as well as took note of the reports issued by the Risk Management function. During the meetings held, significant emphasis was placed on the mitigation of emerging risks via dedicated analysis. The RMC also monitored the implementation of the various contingency plans set up to ensure business continuity as well as the progress made on the optimisation of the IT Risk Framework in order to address IT related risks and had also discussed the Company’s impact of the interest rates and its impact on the funding strategy.” Denis Motet, Chair The Audit and Compliance Committee (‘ACC’) The ACC monitors the audit-related and compliance-related issues of the Group. With regard to audit-related matters, the ACC monitors the implementation of the internal audit recommendations, as well as the integrity of the annual report and the financial statements. The ACC also makes recommendations to the Board with regard to the appointment or removal of the external auditor. Moreover, it reports to the Board on significant financial reporting issues and judgements relating to financial statements. The ACC also has oversight responsibilities in terms of the management of compliance risks, maintaining internal controls and complying with established policies, procedures controls and relevant laws and regulations. Furthermore, the Committee makes recommendations to the Board concerning the implementation of internal controls and procedures to combat money laundering and the financing of terrorism. 79 OUR YEAR AT A GLANCE OUR PEOPLE GOVERNANCE FINANCIAL STATEMENTS
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