Constance Hotels Services Limited | Annual Report 2025

ANNUAL REPORT 2025

91

Structure of the Board and its Committees

The Company is governed by a unitary Board, which provides collective leadership and oversight of the Company’s strategic direction and operations.

The Board has delegated certain of its powers to three Board Committees, two Steering Committees and designated members of Executive Management and governance functions, in accordance with a number of enactments, notably the Companies Act 2001, the Rules for the Development & Enterprise Market (DEM) of the Stock Exchange of Mauritius, the National Code of Corporate Governance for Mauritius (2016) and the Company’s Constitution, Charters, Codes and Policies. To support the effective discharge of its responsibilities, the Board has established the following Board Committees with clearly defined mandates.

As at 31 December 2025, the Board comprised ten Directors, including:

– 2 Independent Directors, – 6 Non-Executive Directors, and – 2 Executive Directors.

3. Structure of the Board and its Committees 3.1. Key Responsibilities of the Board

The Board reflects an appropriate level of gender diversity and balance, in line with statutory requirements and the Company’s broader commitment to balanced and effective governance. Board Composition by Type of Directorship and Gender (at 31 December 2025)

– Audit and Risk Management Committee – Corporate Governance Committee – Nomination and Remuneration Committee

The Board of Constance Hotels Services Limited provides strategic leadership and oversight to ensure the long-term success and sustainability of the Company. In fulfilling this role, the Board’s principal responsibilities include, inter alia:

Strategic Leadership

Providing overall leadership and direction to the Company, including determining and approving the Company’s strategic objectives, vision and core values, and monitoring management’s performance against these objectives. Ensuring that the Company maintains an effective governance framework, including appropriate policies, codes and structures that promote accountability, transparency, and ethical conduct. Overseeing the Company’s risk management framework and internal control systems and determining the nature and extent of the principal risks the Company is willing to assume in achieving its strategic objectives. Ensuring the integrity of the Company’s financial reporting and disclosures, including the approval of the financial statements and oversight of the Company’s audit and reporting processes. Monitoring compliance with applicable legal, regulatory and governance requirements, including obligations relating to anti-money laundering and combating the financing of terrorism (AML/CFT), data protection, information security and other regulatory frameworks. Reviewing and approving major business plans, budgets and strategic initiatives, including significant investments, acquisitions, disposals and other major transactions. Overseeing the governance of information systems, information technology and information security to ensure that digital infrastructure supports operational efficiency, risk management and value creation. Determining the appropriate size, composition and diversity of the Board and its Committees, assessing Directors’ independence, and ensuring the effectiveness of the Board through periodic evaluations. Overseeing the appointment and succession planning of Directors, Senior Management and Key Senior Governance positions, ensuring a transparent and structured process. Acting in the best interests of the Company while considering the interests of shareholders and other stakeholders, and ensuring transparent governance disclosures in the Annual Report.

In addition, the Board has established the following Steering Committees to oversee specific governance and operational areas:

Independent 20%

Corporate Governance Framework

– IT Steering Committee – Data Protection Steering Committee

Each Committee operates under a formal Charter approved by the Board, which defines its composition, authority and responsibilities. The Committees review matters within their respective mandates and report to the Board with recommendations. Executive Management, led by the Chief Executive Officer, is responsible for implementing the strategy approved by the Board and managing the day-to-day operations of the Company. The governance framework is supported by key control and assurance functions, including the Group Head of Corporate Affairs, the Company Secretary and the Compliance Officer, who ensure that the Company operates in compliance with applicable laws, regulations and governance standards.

Risk Governance and Internal Control

Non-Executive 60%

Executive 20%

Financial Oversight and Reporting Integrity

Regulatory and Legal Compliance

Female 30%

Approval of Strategic Transactions and Plans

Technology and Information Governance

3.2. Board Size, Composition and Independence Size and Composition

Male 70%

Board Composition and Effectiveness:

The Constitution of Constance Hotels Services Limited provides that the Board shall comprise not fewer than nine and not more than thirteen Directors. The Board reflects an appropriate level of gender diversity and balance with 3 female directors, in line with statutory requirements and the Company’s broader commitment to balanced and effective governance.

Independence

Leadership Appointments and Succession Planning:

The Board considers that its current composition reflects an appropriate balance of skills, experience, independence, and industry knowledge necessary to discharge its duties effectively and to support the Company’s long-term strategic objectives.

Stakeholder Stewardship and Disclosure: