Constance Hotels Services Limited | Annual Report 2025

ANNUAL REPORT 2025

87

2.3. The Board

Code of Ethics and Conduct

including developments in the corporate governance landscape, amendments to applicable legal or regulatory frameworks, or material changes in the Company’s strategic direction. The Board Charter and the Committee Charters are available for consultation on the Company’s website: www.constancehrg.com

Some Charters were reviewed and updated in 2025, while some remain under progress, to reflect evolving governance expectations and best practices. The Board has resolved that, going forward, a formal reassessment of the Board Charter and Committee Charters will be undertaken at least every five (5) years. Notwithstanding this review cycle, the Charters shall be reviewed earlier where circumstances so warrant,

The Company is led by a unitary Board of Directors, which is collectively responsible for long-term success, strategic direction and effective oversight of CHSL. As one of the pioneer hospitality operators in Mauritius and the wider Indian Ocean region, the Board plays a significant role in guiding the continued development of the Company’s hotel operations while ensuring that its activities remain aligned with the highest standards of governance, sustainability and responsible tourism. In fulfilling this mandate, the Board provides strategic leadership and ensures that the Company operates within a robust governance framework designed to support sustainable value creation for its shareholders and stakeholders. Emphasis is placed on safeguarding the long-term reputation of the Company’s hospitality brands, maintaining operational excellence across its properties, and ensuring that the Company remains responsive to the evolving dynamics of the international tourism industry. The Board is committed to maintaining sound corporate governance structures and processes through the application of a clearly defined governance framework. This framework establishes a structured system of Board Committees, which supports the Board in the effective discharge of its oversight and fiduciary responsibilities, including the supervision of financial reporting, risk management, governance practices and strategic investments. While certain responsibilities are delegated to Board Committees and to Executive Management for operational implementation, the Board retains ultimate responsibility and accountability for the leadership, direction and control of the Company, in accordance with the Board Charter and in compliance with applicable legal and regulatory requirements. In the exercise of its duties, the Board acts in the best interests of the Company and its business, while considering the legitimate interests of shareholders, employees, guests, business partners and the broader community in which the Company operates.

The Company believes that ethical and responsible conduct forms the foundation of sustainable and successful business operations. The Code of Ethics embodies the Company’s core values and establishes clear standards of behaviour expected of all Directors, employees, and individuals acting on behalf of the Company. The Code of Ethics for Employees was reviewed and updated during the year under review to reflect current governance best practices and were approved by the Board following the recommendation of the Corporate Governance Committee. The Code of Ethics serves as a comprehensive framework outlining the principles, responsibilities, and expectations that guide professional conduct, integrity, transparency, and accountability across the organisation. The Code reinforces the Company’s commitment to compliance with applicable laws and regulations, as well as to fostering a culture of ethical decision making and responsible corporate citizenship. – Establish clear standards of integrity, honesty, accountability, and professional conduct expected of Directors and employees; – Reinforce Directors’ fiduciary duties, including duties of good faith, avoidance of conflicts of interest, confidentiality and compliance with applicable laws and regulations; – Set out expectations regarding fair dealing, compliance with data protection and anti-money laundering legislation, whistleblowing mechanisms, and ethical procurement practices; – Promote responsible corporate citizenship, including environmental stewardship and community engagement; and – Provide structured mechanisms for reporting, investigation, and enforcement of breaches. 2.5. Statement of Major Accountabilities Separation of Roles and Responsibilities The Company maintains a clear separation of responsibilities between the Chairman of the Board and the Constance Group Chief Executive Officer (Group CEO). The Chairman is responsible for leading the Board and ensuring its effectiveness in discharging its governance responsibilities, while the Group CEO oversees the implementation of the strategy, policies and The Board acknowledges that the respective Codes:

Organisational Chart

Board

Nomination and Remuneration Committee

Audit and Risk Management Committee

Corporate Governance Committee

Constance Group CEO

Data Protection Steering Committee

IT Steering Committee

Constance Group Chief Financial Officer

CEO

Group Head of Corporate Affairs

CHRO CSMO

CFO

CIO COO

Corporate Sustainability Manager

Compliance Officer

2.4. Key Governance Instruments Company Constitution

Operational Functions

Non-Operational Business Functions

During the financial year ended 31 December 2025, no changes were made to the Constitution. A copy of the Constitution is available for consultation on the Company’s website.

Direct Reporting

Functional Reporting

Board Charter

In line with the Board’s responsibility to review its Charter, the Board Charter review is under progress and will incorporates the best practices recommended by the National Code of Corporate Governance for Mauritius (2016).