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://www.cim.mu/governance-cfsl.html). 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 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 February 2024. 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, thus enabling them to effectively participate in strategic discussion as from the beginning. Ms Sharona Ramdoss was appointed as Independent Director of CFSL during the financial year under review. She was given an induction pack and was also given the opportunity to meet the Board Chairperson, the ACC Chairperson and some of CFSL’s key personnel. 2.6 Professional Development The Board reviews the professional development needs of Directors during the Board evaluation process and directors 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 from management and/or other industry experts. A board evaluation exercise was carried out in October 2023 and the results were discussed at the CGCRC in November 2023. A workshop on Anti-Money Laundering was organised in collaboration with Temple Professionals and the Chambers of Urmilla Boolell SC so that Directors are given recent updates on AML/CFT Compliance & Governance for Board of Directors and the Board’s Role and Responsibilities. 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 Company Secretary Cim Administrators Ltd, through its representative Mr Tioumitra (Ambrish) Maharahaje, provides corporate secretarial services to CFSL and its subsidiaries. The Company Secretary is responsible for ensuring that Board processes and procedures are followed and that all Board decisions are implemented. The Company Secretary is in attendance at all Committee and Board meetings. His profile is set out on Page 41. 2.9 Directors’ duties and performance The Directors are aware of their legal duties and may 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. GOVERNANCE STRUCTURE Continued Corporate Governance Report Continued 82 CIM FINANCE ANNUAL REPORT
RkJQdWJsaXNoZXIy MzQ3MjQ5