CFSL Integrated Report 2025

CORPORATE GOVERNANCE

110

Risk Management

Statutory Disclosures

Financial

3.1 Key Elements of our Governance Framework CFSL’s governance framework is built on clearly defined structures, policies, and principles that promote ethical leadership, transparency and accountability. 3.1.1 Decision-Making Structures 3.1.1.1 CFSL’s Board According to the Constitution of the Company, the Board shall consist of a minimum of six (6) and a maximum of twelve (12) directors. The Company is headed by a unitary board, comprising twelve (12) members, under the chairpersonship of Mrs Aisha C. Timol. As at 30 September 2025, the Board comprised six (6) non-executive Directors, one (1) executive Director and five (5) independent Directors, including the Chairperson, who operate collectively within a clearly defined governance framework. The categorisation of each Director is set out in the table on page 118.

Composition of the Board 1

5

6

The Board is of the view that there is an adequate balance between independent, non-executive and executive Directors on the Board, and that all Board members have the necessary skills, expertise, experience, independence of opinion and knowledge to effectively discharge their respective duties and responsibilities. The increasing diversity among Board members fosters richer and more constructive discussions, overcoming any risks of groupthink. Although there is only one executive Director on the Board, the Board is of the view that the input of the Group Chief Financial Officer, who attends Board meetings, provides an appropriate balance to Board deliberations. Moreover, members of the Senior Management Team attend Board meetings and provide input as and when required. The composition of the Board meets the requirements of the Code and the Mauritius Companies Act 2001 in terms of gender diversity, with three (3) women Directors. The Company aims to move beyond mere gender compliance by fostering a culture that actively promotes and values inclusivity at all levels. The Board assumes collective responsibility for leading and controlling the organisation, providing strategic guidance, ensuring the sustainability of CFSL’s business model in collaboration with Management, reviewing strategic plans together with financial plans, monitoring performance, ensuring that a robust risk management system is in place and providing accurate information to shareholders, the public and regulators. It also ensures that the Company adheres to all legal, regulatory requirements, applicable corporate governance practices and relevant sustainability principles. The profiles and the full directorship list of the members of the Board are set out on pages 31 to 36 of the Annual Report. Except for Mr David Somen, all the Directors reside in Mauritius. The skills set of the Board is diverse, ranging from expertise in risk, compliance, legal, international and regional business management, banking/quasi banking, commercial, accounting and finance and IT and digitalisation. As at 30 September 2025, six (6) committees have been set up by the Board to assist in the discharge of its duties, as set out on pages 111 to 115.