CFSL Integrated Report 2025

117

Introduction

Group Overview

Leadership

Strategy & Performance

Corporate Governance Report (Continued)

The ACC Charter, the Terms of Reference of the RMC and the Terms of reference of the ITDC were reviewed and approved by the Board on 13 August 2025.

The Terms of Reference of the CGCRC, the BIC and the ESGC were reviewed and approved by the Board in December 2025.

3.1.3 Defined Roles and Responsibilities The Position Statements for the Chairperson, Chief Executive Officer (CEO), and Company Secretary provide clarity on the scope of responsibilities and level of authority for each of these key governance roles. These documents help ensure a clear separation between governance and management functions, promote role accountability and support the effective functioning of the Board. In addition, Position Statements for the Chairpersons of each Board Committee or sub-committee define the specific responsibilities, leadership duties, and reporting obligations of each Chairperson. This includes overseeing the committee’s agenda, ensuring compliance with its terms of reference, facilitating effective discussions, and reporting key outcomes and recommendations to the Board. The Board Charter, the organisation’s Code of Ethics, the Position statements of the Chairperson, of the Chief Executive Officer, Company Secretary, Chairperson of the ACC, Chairperson of the RMC, Chairperson of the CGCRC, Chairperson of the BIC and Chairperson of the ESG sub-committee, the organisational chart and the statement of main accountabilities have already been approved by the Board following the recommendation of the CGCRC.

Together, these instruments provide a robust structure for effective oversight, promote accountability, and reinforce CFSL’s commitment to good governance practices aligned with the principles of the National Code of Corporate Governance for Mauritius.

These documents as approved by the Board, are available for consultation on the Company’s website https://www.cim.mu/governance-cfsl.html. 3.1.4 Policies and Procedures

Internal controls, compliance policies, risk management frameworks, and whistleblowing mechanisms form a critical part of CFSL’s governance infrastructure. These components work together to ensure that the Company operates within a defined risk appetite, adheres to regulatory and legal requirements, and maintains high standards of integrity and accountability.

Details on the internal controls and risk report can be found on pages 89 to 106 respectively.

3.1.5 Accountability and Oversight CFSL’s governance framework is anchored in strong mechanisms of accountability and oversight, which ensure that the organisation is managed effectively, ethically, and in line with its strategic objectives.

These mechanisms enable the Board and senior leadership to monitor performance, manage risks, ensure regulatory compliance, and continuously improve governance practices:

(i) Performance monitoring is conducted through regular reporting to sub-committees and the Board on key financial, operational, and strategic indicators, allowing for informed decision-making and timely corrective actions when needed. (ii) Internal assurance oversight is maintained through internal audits, compliance reviews, and adherence to internal policies and procedures. (iii) Board’s and Committee’s effectiveness are evaluated periodically through structured assessments—either internally or with the support of external advisors. These evaluations examine the performance of the Board, its committees, and individual directors, focusing on areas such as decision-making quality, strategic oversight, diversity of skills, and overall contribution to governance. In May 2025, the Sirdar Group conducted an external evaluation of the CFSL Board, with results discussed at the Board meeting in October 2025. All directors completed an online evaluation of the board’s overall performance and for each committee they serve on, along with a Contribution Compass profiler test. Individual interviews were also conducted. The feedback was largely positive, highlighting strengths in compliance, governance, and effective board processes. The evaluation results also noted that the Board Committees are effective and provide good support to the Board by effectively delivering on their mandates. Key areas for improvement being addressed include board composition, enhanced stakeholder engagement and digital transformation challenges.