CFSL Integrated Report 2025

111

Introduction

Group Overview

Leadership

Strategy & Performance

Corporate Governance Report (Continued)

3.1.1.2 CFSL’s Board Committees The Board of CFSL is assisted in its functions by five (5) 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 and (v) the IT & Digitalisation Committee. In addition, the Corporate Governance and Conduct Review Committee is supported by the ESG sub-committee, which was set up in May 2024 to strengthen oversight of environmental, social, and governance matters. These committees, which operate within approved terms of reference or charters, 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 in-depth focus and 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.

i. The Corporate Governance and Conduct Review Committee (‘CGCRC’)

Mandate

To oversees all governance issues relating to the business activities of the Company and all its subsidiaries.

Composition:

• 3 Non-executive Directors, namely Mr David Somen (Chairperson), Mr Tim Taylor and Mr Philip Taylor; • 2 Independent Directors, namely Mrs Aisha C. Timol and Mrs Jenny Chan; and • 1 Executive Director, namely Mr Ambrish Maharahaje.

“During the financial year under review, the CGCRC convened five (5) times. Besides looking at general corporate governance and remuneration matters, the CGCRC reviewed and discussed the following key matters: (i) the review and recommendation of the proposed increase in Directors’ fees, taking into account market benchmarks, (ii) recommended the implementation of an option buyback mechanism under the Employee Stock Option Scheme (ESOS) to provide greater flexibility to employees and management, (iii) considered and assessed the external Board evaluation report conducted by the Sirdar Group, including the key findings, recommendations and action plans, (iv) received updates following ESG sub committee meetings and (v) reviewed the organisation’s succession plan, including strategies and contingency plans to ensure leadership continuity for key senior management positions.”

David Somen Chairperson