The ACC is composed of three independent Directors, namely, Ms Sharona Ramdoss and Messrs. Fareed Jaunbocus and Denis Motet, and one non-executive Director, namely Mr Amédée Darga (Chair). All the members of the ACC are financially literate, with Mr Fareed Jaunbocus being a Chartered Accountant and Ms Sharona Ramdoss being a Chartered Financial Analyst. “During the year under review, the ACC met six times and received reports from the Head of Internal Audit on the various internal audit and investigations carried out by the Internal Audit Team, as well as the action plans taken accordingly, and also took note of and approved the internal audit plan for the financial year. The Committee also took note of the external audit plan and received the report of the external auditors on the audited financial statements of CFSL for the year ended 30 September 2023, reviewed the audited accounts, the management letters as well as quarterly financial statements presented by the Group Chief Financial Officer. The ACC also received regular reports from the Head of Compliance, who ensures that the Group complies with established internal procedures and policies as well as with standards of good practices and applicable regulations and laws.” Amédée Darga, Chair The Board Investment Committee (‘BIC’) The BIC assists the Board of the Group by recommending investment and/or acquisition decisions within the mandate of the Committee or any other matter delegated to it by the Board. The BIC meets on an ad hoc basis as and when there are investment projects to be considered. It is composed of one independent Director, namely Mrs Aisha Timol (Chair) and, three non-executive Directors, namely Mr. Amédée Darga, Mr. Colin Taylor and Mr. Tim Taylor, and one executive Director, namely Mr. Mark van Beuningen. Given the ad hoc nature of the BIC and the fact that the BIC does not have any decision-making authority, the Board is of view that the BIC can be chaired by the Board Chairperson. During the year under review, the BIC met four times to discuss potential strategic investment opportunities including the acquisition of a controlling interest in Loinette Capital Limited. IT sub committee The Board has constituted an ad hoc IT sub-committee whose role is to review and recommend to the Board any IT expenditure above a value of MUR 5 million. During the financial year under review, the IT sub-committee met four times and has provided valuable input in assessing Management’s proposals for new software acquisitions. The IT sub-committee is composed of Messrs Fareed Jaunbocus, Matthew Taylor, Denis Motet with Mr Amédée Darga as Chairperson. When necessary, other committees are set up by the Board on an ad hoc basis to consider specific matters. In accordance with the requirements of the Code, the following documents are available for consultation on the Company’s website: i. Terms of Reference of the Corporate Governance and Conduct Review Committee; ii. Audit and Compliance Committee Charter; iii. Terms of Reference of the Risk Management Committee; iv. Terms of Reference of the Board Investment Committee; and v. Mandate given to the IT Sub Committee. The Audit and Compliance Committee Charter, the Terms of Reference of the Corporate Governance and Conduct Review Committee and the Terms of Reference of the Risk Management Committee were approved by the Board on 16 December 2020. The terms of reference/charter/mandate of these committees are reviewed as and when there are material changes, by each committee and any proposed amendments are submitted to the Board for approval. It is to be noted that for the year under review, no major changes were made to the scope of the terms of reference of the Corporate Governance and Conduct Review Committee, the Audit and Compliance Committee Charter, the terms of reference of the Risk Management Committee and the terms of reference of the Board Investment Committee and to the mandate of the IT Sub Committee. 2. GOVERNANCE STRUCTURE Continued 2.2 Board committees Continued Corporate Governance Report Continued 80 CIM FINANCE ANNUAL REPORT
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