CFSL Integrated Report 2025

CORPORATE GOVERNANCE

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Risk Management

Statutory Disclosures

Financial

3.1.2 Core Governance Documents CFSL’s governance framework is underpinned by a set of core governance documents that articulate the principles, responsibilities, and standards expected across all levels of the organisation. These documents serve as a guide to ensure that the Board, senior management and employees operate with integrity, accountability and in alignment with the Company’s strategic objectives. Key documents forming the foundation of CFSL’s governance framework include:

Constitution of CFSL

The Constitution has been drafted in accordance with the provisions of the Mauritius Companies Act 2001 and the Listing Rules established by the Stock Exchange of Mauritius. 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 2025 Board meeting. 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. 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.

Board Charter

Code of Ethics

Equal Opportunity Policy The Policy provides for the promotion of equal opportunity between persons and also prohibits discrimination on the grounds of status and victimisation. The Policy sets out the Company’s position on equal opportunity in each and every stage of the employment process, a process that is applied equally to all Board members and employees. The Company will regularly review its procedures and selection criteria to ensure that individuals are selected, promoted and treated solely based on their individual abilities and merits. Whistleblowing Policy 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 against. The policy outlines the reporting mechanism and the defined process on how reported concerns will be handled and investigated in strict confidentiality. The CGCRC oversees all governance issues relating to the business activities of the Company and all its subsidiaries. The ACC monitors the audit related and compliance related issues of the Group. It monitors the implementation of the internal audit recommendations, as well as the integrity of the annual report and the financial statements. The RMC reviews the current and potential future risk of CFSL including the risk appetite and effectiveness of the Enterprise-Wide Risk Management Framework. The BIC assists the Board of CFSL in making investment and/or acquisition decisions within its mandate. The ITDC monitors the overall IT and digitalisation strategy of CFSL and assesses any proposed investments in IT systems, software or hardware. The ESGC reports to the CGCRC on the current and proposed ESG and CSR projects, strategies, framework and policies. The ESGC reviews the CSR plan and budget and oversees compliance with ESG and CSR-related laws, regulations and standards. CFSL operates within a clearly defined governance structure, which provides for clear lines of responsibility and the delegation of authority, while enabling the Board to retain effective control.

Terms of Reference of the CGCRC

ACC Charter

Terms of Reference of the RMC Terms of Reference of the BIC Terms of Reference of the ITDC Terms of Reference of the ESG sub-committee Organisational Chart and Statement of Main Accountabilities 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.

The above documents are reviewed by the relevant committees as and when requested by Management. These documents as approved by the Board, are available for consultation on the Company’s website https://www.cim.mu/governance-cfsl.html.