CFSL Integrated Report 2025

119

Introduction

Group Overview

Leadership

Strategy & Performance

Corporate Governance Report (Continued)

3.1.8.2 Appointment The Board, supported by the CGCRC, assumes the responsibilities for succession planning and for recommending the appointment of new Directors to the shareholders of the Company. Identifying key candidates for leadership positions helps ensure business continuity and enables the continuous execution of the Group’s strategy. The process for the appointment of Directors, which is made in a transparent and formal manner, was updated in August 2025 and is available on the Company website (https://www.cim.mu/governance-cfsl.html). When appointing Directors, the Board considers its needs in terms of size, experience, skills and diversity. The total number of Directors shall not at any time exceed 12, which is the number fixed in accordance with the Constitution. It is to be noted that any Director over the age of 70 is appointed at the Annual Meeting of Shareholders (‘AMS’) in accordance with section 138(6) of the Mauritius Companies Act 2001. All Directors, save for Mr Amédée Darga, Ms Sharona Ramdoss and Mr Tim Taylor, will stand for re-election by way of separate resolutions at the Annual Meeting of Shareholders of the Company scheduled in February 2026. 3.1.9 Induction and Orientation The Board is responsible for the induction of new Directors to the Board, a process facilitated by the Company Secretary. The induction programme has been designed to make Directors fully aware of their legal duties and to acquaint them with the Company’s structure, strategies, mission and values, thus enabling them to effectively participate in strategic discussion as from the beginning. 3.1.10 Professional Development The Board reviews the professional development needs of Directors during the Board evaluation process and Directors are encouraged to develop their skills and expertise on an on-going basis. They also receive regular updates on the latest trends and legislations affecting the business from management and/or other industry experts. Directors followed the AML/CFT refresher and Cyber Awareness self-paced learning through CFSL’s Cornerstone’s portal. 3.1.11 Board Access to Information and Advice All Directors have access to the Company Secretary to discuss issues or to obtain information on specific areas or items to be considered at Board meetings or any other area they consider appropriate. Furthermore, Directors have unrestricted access to the Company’s records and the right to request independent professional advice at the Company’s expense. 3.1.12 Company Secretary Cim Administrators Ltd, through its representative, Mr Piang Cheong Chin Koon Siw (also known as Nick Chin), provides corporate secretarial services to CFSL and its subsidiaries (except for those holding a global business licence). The Company Secretary is responsible for ensuring that Board processes and procedures are followed and that all Board decisions are implemented. The Company Secretary is in attendance at all Committee and Board meetings. The profile of Mr Nick Chin is set out on page 41. 3.1.13 Directors’ Duties and Performance The Directors are aware of their legal duties and may seek independent professional or legal advice, at the expense of the Company, in respect of any aspect of their duties and responsibilities. The Code of Ethics and the Board Charter provide guidance to the Directors in fulfilling their roles. All Directors have a duty to act in the best interests of the Company and are expected to ensure that his or her other responsibilities do not encroach on his or her responsibilities as a Director of CFSL. 3.1.14 Interests of Directors and Conflicts of Interest All Directors, including the Chairperson, declare their direct and indirect interests in the shares of the Company, as well as their interests in any transaction undertaken by the Company in accordance with the Mauritius Companies Act 2001. They also follow the Model Code for Securities Transactions as detailed in Appendix 6 of the Stock Exchange of Mauritius Listing Rules whenever they deal in the shares of the Company, with the Company Secretary keeping the Directors informed of the closed periods. The interests’ register of the Company is maintained by the Company Secretary and is available for consultation by shareholders upon written request to the Company Secretary. Any conflicts-of-interest and related-party transactions are in accordance with the Conflict of Interest, Related Party Transactions policy and Code of Ethics. For the year under review, all conflicts of interest were effectively managed. In addition, the Group has adopted a Related Party Policy, which sets out the framework of risk management relating to the identification, monitoring and reporting of related party transactions. The Policy’s underlying principles are derived from the Guidelines of the Bank of Mauritius on related party transactions and the Listing Rules. The Code of Ethics of the Group also sets out instances which could lead to a conflict of interest, and the procedure for dealing with such potential conflicts. For the year under review, no Director dealt in the shares of the Company. The direct and indirect interests of Directors in the shares of the Company are set out in the table on page 118.