Constance Hotels, Resorts and Golf | Annual Report 2023

72

Corporate Governance

Constance Hotels Services Limited

Annual Report 2023

73

Corporate Governance

Constance Hotels Services Limited

Annual Report 2023

Governance Structure

Governance Structure

3. GOVERNANCE STRUCTURE (continued)

3. GOVERNANCE STRUCTURE (continued)

3.5 Committees of the Board (continued)

3.5 Committees of the Board (continued)

Audit and Risk Management Committee (continued)

Corporate Governance Committee

The Board delegated the responsibility for the governance of the Company’s Information Strategy, Information Technology and Information Security to the Audit and Risk Management Committee which, in turn, set up an IT Steering Committee with the primary objective of ensuring that the proper IT strategy, policies, practices and controls are implemented throughout the Company, in accordance with the applicable regulatory requirements and international best practices. This IT Steering Committee met twice during the year under review. The Committee reports to the Board at each Board meeting. The Constance Group CEO, the Constance Group Head of Finance, the Group Risk & Compliance Officer (GRCO), the CEO, the COO, the Chief Finance Officer and Compliance Officer, as well as the Internal and External Auditors, attend Committee meetings on invitation.

The Corporate Governance Committee consisted of one Executive and two Non-Executive Directors at 31 December 2023. All its members have a comprehensive knowledge of the National Code of Corporate Governance for Mauritius (2016), the Company’s Charters, Policies and Codes, as well as international best practices, relevant laws and regulations. The Committee operates within the scope of its Charter. Its principal function is to direct and monitor the Company’s corporate governance, compliance, sustainability and corporate social responsibility programmes. The Committee reports to the Board at each Board meeting. The Constance Group CEO, the Group Risk & Compliance Officer, the COO, the Compliance Officer, the Chairperson of Fondation Constance CSR Committee and the Corporate Sustainability Manager are invited to attend Committee meetings. - Review the Company’s Annual Report for 2022, focusing on the Corporate Governance, Sustainability, and Corporate Social Responsibility Reports, along with other Statutory Disclosures; - Approve the Group Corporate Social Responsibility Plan for 2023 under the banner of ‘Fondation Constance’, monitor its progress, and consider new sources of funding; - Review Compliance, Sustainability and Health & Safety reports and ensure that corrective measures are implemented, where necessary; - Review the Sustainability Management Plan 2030; - Review and recommend to the Board the approval of new and revised Policies, Codes and Charters; - Review and assess the organisational and technical measures implemented by the Company to comply with the Mauritius Data Protection Act 2017 (DPA 2017) and European Union’s General Data Protection Regulation (EU GDPR); - Review and recommend for approval by the Board, the Annual Report and website disclosures; - Review requirements pertaining to non-compliance issues; and - Take note of outstanding legal cases. The Board delegated the responsibility to oversee the implementation of the EU GDPR and DPA 2017 to this Committee which, in turn, set up a Data Protection Steering Committee with the primary objective of ensuring the implementation and monitoring of an appropriate control framework to ensure compliance by the Company and its subsidiaries. This Steering Committee met twice during the year to present its accomplishments. During the year under review, the Nomination and Remuneration Committee consisted of three Directors (two Non-Executive with independent profile and one Executive). For more effective and better governance, the Chairman of the Board, whose major accountability is, inter alia, to lead and ensure the effectiveness of the Board, also chairs the Nomination and Remuneration Committee, to which the underlying matters relating to the foregoing major accountability are delegated. The Committee directs and monitors Board matters pertaining, inter alia, to Board composition and nominations, the performance and remuneration of Directors and Senior Executives, and succession planning. All its members are well versed in the fields of corporate governance, human resource, executive development tools, long and short-term incentive models, remuneration strategies, compounded with industry experience. During the year under review, the Committee met on four occasions. Its broad achievements were as follows: Nomination and Remuneration Committee

During the year under review, the Committee met on five occasions. Principal matters, including significant issues related to financial statements, considered by the Committee in 2023 were addressed as follows:

Regular Financial Matters

- Review and recommend to the Board the 2022 Audited Financial Statements, the 2022 Annual Report, the 2023 Forecasts, the 2023 Unaudited Quarterly Financial Statements, and the Quarterly Abridged Financial Statements for publication.

Internal Audit Matters

- Monitor the implementation of the Internal Audit Plan 2023-2024. - Consider the Internal Audit reports and monitor the implementation of recommendations as agreed.

External Audit Matters

- Review Audit Findings and the Management Letter (including IT matters). - Assess the efficiency, effectiveness and independence of the External Auditors. - Review the time plan for the 2023 audit exercise.

Risk Management Matters

- Review twice during the year the report presented by the GCRO on the update of the Enterprise Wide Risk Assessment and ensure that the evolution of the various risks and their mitigation do not affect the nine strategic objectives of the Company.

IT Governance Matters

- Review in detail twice during the year the robustness of the information systems security measures which are continuously updated to mitigate the growing and evolving cybersecurity risks. - Monitor the effectiveness of the Company’s IT Governance. - Review IT investments made in 2023.

Other Matters

- Assess the performance of the Committee and agree on improvements to be brought where applicable.