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. The Board Charter was reviewed at the December 2024 Board meeting. 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, Company Secretary, Chairperson of the Audit and Compliance Committee, Chairperson of the Risk Management Committee, Chairperson of the Corporate Governance and Conduct Review Committee, Chairperson of the Board Investment Committee and Chairperson of the ESG subcommittee. The function and role of the Chairperson and that of the Group Chief Executive Officer are separate. These position statements provide a clear definition of the respective roles and duties of the Group 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 to reaffirm its commitment to conducting business in an ethical manner, the Group has adopted a Whistleblowing policy which provides for 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 have been reviewed by the Corporate Governance and Conduct Review Committee during the year under review and relevant changes were made where needed. 2.2 Board Committees The Board of CFSL is assisted in its functions by six 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 (v) the IT & Digitalisation Committee, and (vi) ESG sub-committee which was set up in May 2024. These Committees, which operate within approved terms of reference/charter, 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 Chairperson 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. Corporate Governance Report (continued) 96
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