Constance Hotels Services Limited | Annual Report 2025

ANNUAL REPORT 2025

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Accountability Structure

objectives approved by the Board and the overall management of the Company’s operations. This separation promotes effective governance, ensures appropriate checks and balances, safeguards the independence of oversight, and strengthens decision-making discipline within the Company’s leadership structure.

THE BOARD Stewards of Long-Term Value Creation The Board retains collective responsibility for the Company’s sustainable success.

Chairman

The Chairman provides leadership to the Board and ensures its effective functioning and that of its Committees. The Chairman oversees corporate governance matters, facilitates constructive engagement among Directors and with shareholders, and ensures that Directors receive appropriate induction and information to enable them to perform their duties effectively.

Strategic Oversight

Financial and Control

Sustainability and People

– Environment, Social and Governance (ESG), and sustainability priorities – Succession planning – Stakeholder engagement and transparency

– Strategic direction – Governance frameworks – Regulatory compliance

– Financial objectives and capital allocation – Risk management and internal controls – Reporting integrity

Constance Group Chief Executive Officer

The Group CEO is responsible for recommending strategic initiatives to the Board and for implementing the strategy approved by the Board. The role includes oversight of executive management and ensuring that the Company operates effectively within its strategic and governance framework.

Board Leadership: Chairman

Executive Management: Constance Group CEO and Chief Executive Officer

Chief Executive Officer

– Leads the Board and ensures governance effectiveness – Sets Board agenda and promotes constructive challenge – Represents the Company to shareholders

– Leads the business and executes strategy – Implements Board-approved strategy and policies – Oversees operations and performance delivery

The Chief Executive Officer (CEO) is responsible for the day-to-day management of the Company’s operations and performance, while driving long-term value creation through operational excellence, business development and brand stewardship.

Other Key Senior Governance Positions

Directors’ Duties

The Board has identified a number of key senior governance positions within the organisation, including the Group Chief Financial Officer, Group Head of Corporate Affairs, Chief Operations Officer, Chief Sales and Marketing Officer, Chief Human Resources Officer, Chief Information Officer, Chief Finance Officer, Corporate Sustainability Manager and Compliance Officer. The mandates of these positions are defined through Board-approved job descriptions and are periodically reviewed by the Nomination and Remuneration Committee.

Fiduciary Principles

1.

Good Faith and Loyalty

Act in good faith and in the best interests of the Company at all times

2.

Care and Diligence

Exercise due care, skill, diligence, and independent judgement in decision-making

Directors

3.

Conflict Management

Avoid, declare, and appropriately manage actual or perceived conflicts of interest

4.

Confidentiality

Protect confidential information and safeguard sensitive Company data

Directors act in good faith and in the best interests of the Company and exercise due care, diligence and skill in the discharge of their duties. They are required to maintain high ethical standards, declare any conflicts of interest and safeguard the Company’s assets and confidential information.

5.

Ethical Leadership

Promote and model a strong ethical culture across the organisation

Company Secretary

2.6. Key Senior Governance Positions

The assessment considered the clarity of mandates, leadership effectiveness, governance oversight responsibilities, succession planning, regulatory compliance supervision and alignment with the Company’s long-term strategic objectives. The Board is satisfied that the incumbents in these positions continue to demonstrate the competence, integrity and leadership required to support the effective functioning of the Company’s governance framework, in compliance with the Companies Act 2001, the Stock Exchange of Mauritius Listing Rules, and the principles of the National Code of Corporate Governance for Mauritius (2016). The Board remains committed to the continuous strengthening of its governance leadership structure, including the periodic assessment of key governance roles and succession planning, to ensure the sustained effectiveness, accountability, and resilience of the Company’s governance framework.

The Company Secretary supports the Board and its Committees by ensuring the proper flow of information between Directors and Senior Management, and by advising the Board on governance and regulatory matters. The Company Secretary also ensures compliance with applicable legal and regulatory requirements and facilitates effective communication with shareholders and regulatory authorities.

During the year under review, the Board of Directors, acting through the Nomination and Remuneration Committee, undertook its review of the Company’s key senior governance positions in accordance with its governance oversight responsibilities.

The review covered both Board governance leadership roles and senior executive governance positions, including:

– the Chairman of the Board; – the Chairpersons of the Board Committees; and

– key executive governance positions including the Constance Group Chief Executive Officer, the Chief Executive Officer, the Chief Finance Officer, the Group Chief Financial Officer, the Chief Human Resources Officer, the Chief Information Officer, the Chief Sales and Marketing Officer, the Corporate Sustainability Manager, the Group Head of Corporate Affairs, the Company Secretary and the Compliance Officer.