Constance Hotels, Resorts and Golf | Annual Report 2023

90

Corporate Governance

Constance Hotels Services Limited

Annual Report 2023

91

Corporate Governance

Constance Hotels Services Limited

Annual Report 2023

Director Duties, Remuneration and Performance

Director Duties, Remuneration and Performance

5. DIRECTOR DUTIES, REMUNERATION AND PERFORMANCE (continued)

5. DIRECTOR DUTIES, REMUNERATION AND PERFORMANCE (continued)

5.3 Information to the Board and Committees (continued)

5.6 Directors’ and Senior Officers’ Share Interests

The interests of Directors and Senior Officers in the securities of the Company as at 31 December 2023 were as follows:

Selection of Agenda Items for Board Meetings

DIRECT

INDIRECT

No. of shares

% Held

% Held

01

03

02

04

Directors George J. DUMBELL – Chairman

34,285

0.03

-

The Chairman and the Company Secretary prepare the Agenda, in conjunction with the Constance Group CEO, to determine key current and ongoing business topics for the Board Meeting.

Agenda, Minutes and Board Papers, including financial documents, are circulated to Board Members prior to the scheduled date of the Board Meeting.

Jean-Philippe COULIER

-

-

-

The Chairman approves the Agenda for the Board Meeting.

The Financial Statements are prepared by the Constance Group Head of Finance.

Marc FREISMUTH

-

-

-

Catherine FROMET DE ROSNAY

-

-

-

Gianduth JEEAWOCK

-

-

-

Preetee JHAMNA

-

-

-

Clément D. REY

42,857

0.04

0.49

Georgina ROGERS

2,329,438

2.12

0.49

Noël Adolphe VALLET

-

-

0.52

5.4 Report of Interest of Directors and Designated Management

Jean-Jacques VALLET

211,561

0.19

0.01

In line with the Company’s Code of Ethics and Conduct, as well as Policies on Conflict of Interest and Related-Party Transactions, and Share Dealing, the Company’s Directors and Designated Employees are required to report in writing to the Company on their vested interests and those of their Associates. This information is collected by the Company Secretary to whom this responsibility has been delegated. The latter updates the Register of Interest/ Insiders Share Dealings/Conflict of Interest and Related Parties. During the year, Directors are given the opportunity to disclose any new Conflict of Interests & Related-Party Transactions and share dealings with the first agenda item at every board meeting calling for these disclosures. On a bi-annual basis, Directors are required to send their return to ensure that their entries in the register are up-to-date.

Senior Officers Kevin CHAN TOO

11,100

0.01

0.04

Julien COETTE DIT DUBOIS

-

-

-

Vincent DE MARASSE ENOUF

-

-

-

Siegfried ESPITALIER NOËL

37,168

0.03

0.03

Shashi Kumar KOONJA

44,057

0.04

-

5.5 Directors’ and Senior Officers’ Interests and Dealings in Shares

Andrew MILTON

-

-

-

The Company’s Share Dealing Policy gives clear guidance on the practice to be followed when dealing in shares of the Company or of companies connected to the Company by business or common shareholding. All Directors, related parties and designated employees wishing to deal in the securities of the Company or any of its subsidiaries must comply with the statutory provisions concerning insider dealing in the Companies Act 2001 as well as the Securities Act 2005 and be aware of the Stock Exchange of Mauritius’ Model Code for Securities Transactions by Directors and employees of Listed Companies. Furthermore, Directors and Designated Employees are notified by the Company of the commencement and closure of non- trading periods.

The Company Secretary maintains a Register of Interests/Insiders, Share Dealings/Conflicts of Interest and Related Parties in respect of all Directors and Senior Officers. This Register is kept up to date through verbal declarations made by Directors at each Board meeting, written submissions made by Senior Officers when appropriate, and written declarations submitted by Directors and Senior Officers.

Any disclosure of interest is recorded in the Register of Interests which is available for inspection during normal office hours upon written request made to the Company Secretary.

During the year under review, Mr Andrew Milton disposed 77,200 shares and one associate of Mr Noël Adolphe Vallet acquired 419,500 shares of the Company from another of his associates.

5.7 Common Directors

The names of common Directors of the subsidiaries of the Company as at 31 December 2023, are disclosed under Other Statutory Disclosures of the Annual Report and are as follows for Hotelest Limited, the holding company, and BMH Ltd, the ultimate holding company: