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. Following the appointment of Mrs Jenny Chan as member of the CGCRC in May 2024, the CGCRC is now composed of three non-executive Directors, namely Mr David Somen (Chairperson), Mr Tim Taylor and Mr Philip Taylor, two independent directors, namely Mrs Aïsha C. Timol and Mrs Jenny Chan, and one executive Director, namely Mr Ambrish Maharahaje. “During the year under review, the CGCRC met 4 times. Besides looking at the general corporate governance and remuneration matters, the CGCRC recommended the appointment of Mrs Jenny Chan as Independent Director of CFSL, and that of Mr Ambrish Maharahaje as the Group CEO and Executive Director of CFSL. Additionally, it reviewed the composition of the subcommittees, considered the assessment carried out following the evaluation of the Board, its Committees and its directors and the subsequent action plan extended the allocation mechanism for the Employee Share Options Scheme (ESOS) to Senior Managers as a recognition for their contributions, reviewed the criteria set for the ESOS and approved the setting up of a ESG sub-committee” David Somen, Chairperson. The Risk Management Committee (‘RMC’) The RMC oversees the risk-related issues of the Group and helps in maintaining effective internal control and risk management systems. It is currently composed of three independent Directors, namely Mr Denis Motet (Chairperson), Mr Fareed Jaunbocus and Mrs Jenny Chan, one non-executive Director, namely Mr Matthew Taylor and one executive Director, namely Mr Ambrish Maharahaje. “During the year under review, the RMC met 4 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 and People related risks. The committee also discussed the Company’s impact of the interest rates and its impact on the funding strategy. The appointment of a Chief Information and Security Officer was also discussed.” Denis Motet, Chairperson. 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. 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 (Chairperson). During the year under review Mr Amédée Darga stepped down as Chairperson of the ACC given that he ceased to be an independent director from 2022. Mr Fareed Jaunbocus, was appointed as Chairperson of the ACC in August 2024. 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 7 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.” Fareed Jaunbocus, Chairperson. 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. Following a change in the composition of the BIC, Mr Tim Taylor was appointed as Chairperson of the BIC in replacement to Mrs Aïsha C. Timol , and Ms Sharona Ramdoss was appointed as a member on the BIC. Hence as at 30 September 2024, the BIC was composed of Mr Tim Taylor (Chairperson), two non-executive Directors, namely Mr Amédée Darga and Mr Colin Taylor, two independent directors namely Mrs Aïsha C. Timol and Ms Sharona Ramdoss , and one executive Director, namely Mr Ambrish Maharahaje. During the year under review, the BIC met 3 times to discuss potential strategic investment opportunities. 97 Introduction Group Overview Leadership Strategy & Performance Risk Management Corporate Governance Statutory Disclosures Financial
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