Constance Hotels Services Limited | Annual Report 2025

ANNUAL REPORT 2025

93

Audit and Risk Management Committee (ARC)

Key Matters Reviewed During the Year

incorporated in a Charter which has been approved by the Board and is subject to regular review as dictated by changes in regulations and the Company’s environment. The Chairpersons of the Committees are invited to report at each Board meeting on matters addressed by their respective Committees. The Committees cover corporate governance adherence by the Company’s subsidiaries, including Beauport Industries Limited, Constance Industries Limited, and Constance Hospitality Management Limited. All Board Committees operate with transparency and report comprehensively to the full Board of Directors. The deliberations and recommendations of each Committee are formally recorded and tabled to ensure collective oversight and informed decision making.

The Board is satisfied that it maintains an appropriate balance between Executive and Non-Executive Directors and confirms that a sufficient number of Directors are independent and free from any business or other relationship that could materially interfere with the exercise of their independent judgement. The Board remains committed to maintaining an effective and balanced composition and regularly reviews its structure to ensure continued alignment with governance best practices and regulatory expectations.

Mandate of the Committee

Financial Reporting

– Review and recommendation to the Board of the 2024 Audited Financial Statements and Annual Report – Review of 2025 forecasts – Review of quarterly unaudited financial statements – Review of abridged financial statements prior to publication

The ARC assists the Board in overseeing the Company’s financial reporting, audit processes, risk management and information technology governance.

Governance Area

Key Responsibilities

Internal Audit

Financial Reporting Review and ensure the integrity of financial statements and disclosures

3.3. Committees of the Board Constitution of Board Committees

– Approval of the 2025 Internal Audit Plan – Monitoring of the 2024–2025 Internal Audit programme – Review of internal audit findings and monitoring of corrective actions

Audit Oversight

Monitor the effectiveness of internal and external audit processes Oversee the Company’s enterprise risk management framework Supervise IT strategy, information systems governance and cybersecurity oversight Review effectiveness of internal control systems

Three Board Committees and two Steering Committees have been constituted to assist the Directors in the discharge of their duties. Each Committee has written terms of reference

External Audit

Risk Management

– Review of audit findings and management letter – Assessment of the effectiveness and independence of the External Auditors – Review of audit fees – Review of the audit timetable for the 2025 audit cycle

IT Governance

The Board

Internal Controls

Committees

Risk Management

Audit and Risk Management

Corporate Governance

Nomination and Remuneration

Composition

– Review of the Enterprise-wide Risk Assessment – Monitoring of strategic, operational, financial and compliance risks – Oversight of risks relating to AML/CFT

Member

Directorship Type Independent, Chairman

Member

Directorship Type Non-Executive, Chairperson

Member

Directorship Type Non-Executive, Chairman

Total Members: 3 Directors

Jean-Philippe COULIER

Catherine FROMET DE ROSNAY

George J. DUMBELL

Position

Profile

IT Governance

Chairman

Independent Director

– Review of information security measures and cybersecurity risk management – Monitoring the effectiveness of IT governance practices – Oversight of the ISO 27001 implementation project – Review of IT investments and technology developments, including Artificial Intelligence

Member

Independent Director

Preetee JHAMNA Independent

Jean-Jacques VALLET

Executive

Marc FREISMUTH Non-Executive

Member

Non-Executive Director

All members of the Committee are financially literate and collectively possess experience in financial reporting, regulatory compliance, risk management, information technology governance and the hospitality sector.

Georgina ROGERS

Non-Executive

Noël Adolphe VALLET

Non-Executive

Clément D. REY Executive

Other Governance Matters

– Review of Related Party Transactions – Assessment of the Committee’s performance and effectiveness

Meetings held in 2025: 6