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. The profile of Mr Tioumitra (Ambrish) Maharahaje is set out on page 28. Following Mr Tioumitra (Ambrish) Maharahaje’s appointment as Group CEO, a new representative was recruited by Cim Administrators Ltd to replace Mr Tioumitra (Ambrish) Maharahaje in January 2025. 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. 2.10 Interests of Directors and Conflicts of Interest All Directors, including the Chairperson, declare their direct and indirect interests in the shares of the Company as well as their interests in any transaction undertaken by the Company in accordance with the Mauritian Companies Act 2001. They also follow the Model Code for Securities Transactions as detailed in Appendix 6 of the Stock Exchange of Mauritius Listing Rules whenever they deal in the shares of the Company, with the Company Secretary keeping the Directors informed of the closed periods. The interests register of the Company is maintained by the Company Secretary and is available for consultation by shareholders upon written request to the Company Secretary. Any conflicts-of-interest and related-party transactions are in accordance with the Conflict of interest, Related Party Transactions policy and Code of Ethics. For the year under review, all conflicts of interest were effectively managed. In addition, the Group has adopted a Related Party Policy which sets out the framework of risk management put in place with regard to the identification, monitoring and reporting of related party transactions. The policy’s underlying principles are derived from the Guidelines of the Bank of Mauritius on related party transactions and the Listing Rules. The Code of Ethics of the Group also sets out instances which could lead to a conflict of interest and the procedure for dealing with such potential conflicts. For the year under review, no director has dealt in the shares of the Company. The direct and indirect interests of Directors in the shares of the Company are set out in the table on page 99. 2.11 Information, Information Technology (IT) and Information Security Policy The Board oversees information governance within the organisation and ensures that the performance of information and information technology (IT) systems leads to business benefits and creates value. The Group has adopted various IT policies, namely a Firewall Policy, which was implemented to mitigate the risks associated with security threats, and a Data Privacy Policy, which complies with the requirements of the Data Protection Act 2017 and was set up to protect and ensure the confidentiality of personal or sensitive personal data. The Group has also adopted a Data Retention and Disposal Policy to minimise data storage amount and retention time. Matters of importance with regard to information security policies are also taken up by the Risk Management Committee and recommendations are submitted to the Board for approval. The Board, through its committees, ensures that proper policies have been implemented for the protection of the Company’s information assets. Policies have also been set up to protect the integrity, ensure the confidentiality and control the usage of and access to the information essential for the smooth running of the Company’s business activities. Furthermore, awareness sessions are held for staff on cybersecurity risks through Saba, the e-learning platform of the Group, thus contributing to the improvement of the Information Security framework. The Board approves material investments in information technology and security, as set out in the annual budget, according to the business needs of the Group. Corporate Governance Report (continued) 100
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