IT & Digitalisation Committee During the year under review, the Board approved that the IT sub-committee changed its name to the IT & Digitalisation Committee (ITDC) in line with CFSL’s commitment to integrate digital transformation initiatives within the Company. In recognition of the increasing importance of technology in driving our strategic goals and to foster a proactive approach to IT governance, the Board has also suggested that the ITDC becomes a full fledged committee of the Board and meetings be convened on a quarterly basis rather than on an ad hoc basis. This decision was motivated by the need for a dedicated focus on our IT strategy, governance, and oversight, ensuring that technology initiatives align seamlessly with CFSL’s business objectives. During the financial year under review, the IT & Digitalisation Committee met four times and has provided valuable input in assessing Management’s proposals for new software acquisitions. The IT & Digitalisation Committee is composed of Messrs Fareed Jaunbocus, Matthew Taylor, Denis Motet, Ambrish Maharahaje and Mrs Jenny Chan and with Mr Amédée Darga as the Chairperson. ESG sub-committee This year the ESG (Environmental, Social, and Governance) sub-committee was set up, a significant step in our commitment to sustainability and responsible governance. The committee is composed of senior leaders from both management and the Board to ensure that our ESG initiatives are strategically integrated into our overall business objectives. Ms Sharona Ramdoss who is an independent director (Chairperson), Mr Tim Taylor and Mr Ambrish Maharahaje are from the Board side, while Mr Nick Chin (Group Chief Financial Officer), Mrs Valerie Houbert (Head of Compliance) and Mr Pradeep Rawa (Head of Treasury) are from the management’s side. During the financial year under review, the ESG sub-committee met one time to discuss the terms of reference of the ESG sub-committee as well as the road map to implement the various ESG objectives and strategies. 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; (v) Terms of Reference of the IT & Digitalisation Committee; and (vi) Terms of Reference of the ESG sub-committee. The Audit and Compliance Committee Charter, the Terms of Reference of the Risk Management Committee and the Terms of Reference of the IT & Digitalisation Committee were reviewed and approved by the Board on 13 August 2024. The Terms of Reference of the Corporate Governance and Conduct Review Committee were also reviewed and approved by the Board in December 2024. As for the terms of reference of the ESG sub-committee, these were approved this year and will be reviewed on an annual basis. It is to be noted that for the year under review, no changes were made to the Terms of Reference of the Board Investment Committee. 2.3 Directors’ Remuneration and Attendance The remuneration of independent non-executive Directors consists of a mix of attendance and retainer fees and are aligned with market norms. Non-executive directors have not received remuneration in the form of share options or bonuses associated with organisational performance. The Executive Director does not receive additional remuneration for serving on the Board of the Company or its committees. His remuneration package as an employee of the Company, including performance bonuses, is in accordance with market rates. The remuneration of the executive and non-executive Directors is reviewed and recommended for approval to Board on an annual basis by the Corporate Governance and Conduct Review Committee. The non-executive Directors are not paid any performance bonuses. Directors’ attendance at Board and Committee meetings as well as their remuneration from CFSL during the financial year ended 30 September 2024 are as set out in the table below. The frequency of Board meetings is determined in such a way that Directors can consider general matters as well as deal with emerging business opportunities effectively and in a timely manner. The Directors were able to commit sufficient time to their respective Committees and to Board meetings and serve the company effectively. The Company Secretary ensures that board papers are sent to the Directors in good time to facilitate the decision-making progress and strategic discussions and attends Board and committee meetings in order to take note of the key discussions and decisions taken by the Board. Corporate Governance Report (continued) 98
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