Constance Hotels Services Limited | Annual Report 2025

ANNUAL REPORT 2025

97

3.4. Corporate Structure (As at 31 December 2025)

Governance Area

Key Responsibilities

Key Matters Reviewed During the Year

The Committee reviewed and made recommendations to the Board on:

Board Composition Review Board structure, independence and diversity

Constance Hotels Services Limited Holding Company

Governance & Board Matters

Director Appointments

Evaluate nominations and recommend appointments and re election of Directors

– Board and Committee composition – Independence status of Independent Directors – Identify and recommend director appointment and re election – Register of Disclosures for Directors, Designated Employees and Associates – Board, Committee and Director’s Self Evaluation – Governance compliance calendar

Constance Hospitality Training Centre Ltd Training Centre

99.99 %

Tsarabanjina L’hotel Owner of Constance Tsarabanjina, Madagascar

Ampasy Ltd Investment Company

37.50 %

49 %

Beach S.A Owner of Property

100 %

Succession Planning Oversee succession planning for the Board and Senior Management

Constance Hotels Investment Limited Investment Company

100 %

Performance Evaluation Remuneration Oversight

Review Board, Committee and Director effectiveness Recommend remuneration policies and packages for Directors and Senior Management Review governance documentation including policies, charters and position statements

Moofushi Development Ltd Sub-lease Owner & Hotel Operator of Constance Moofushi, Maldives

100 %

– Directors’ legal duties and responsibilities – Professional development of Directors – Review of Directors’ Fees.

Tekoma Hotel Ltd Operator of Constance Tekoma Rodrigues

40 %

Governance Framework

Strategy & Governance Framework

Ariatoll Services Ltd Management Company

100 %

Hotels Constance (UK) Limited Marketing

100 %

– Strategic plan – Organisational structure

– Governance policies, charters and codes – Position statements of key governance roles

The Committee Charter and the Position Statement of the Chairperson are available for consultation on the Company’s website.

Constance Corporate Management Limited Corporate Services

42 %

Halaveli Development Ltd Investment Company

100 %

65 %

The Waterfront Pvt Ltd Sub-lease Owner & Hotel Operator of Constance Halaveli, Maldives

Leadership & Succession

Composition

35 %

– Succession planning for key leadership roles – Directorships in subsidiary and associated companies

Constance Hotels International Services Limited Investment Company & Holder of Management Contracts

100 %

Total Members: 3 Directors

Remuneration

Position

Profile

Port Launay Resort Limited Owner of Constance Ephelia, Seychelles

Le Refuge Du Pecheur Limited Owner of Constance Lemuria, Seychelles

32.32 %

99.99 %

– Annual salary and bonus review for Senior Management

Chairman

Chairman of the Board (Non-Executive)

White Sand Paradise Ltd Operator of C Mauritius - Palmar

86.44 %

During the year under review, the Committee also approved the dates of Board and Committee meetings for 2026.

Member

Non-Executive Director

LRM Company Ltd Manager of Constance Lemuria, and Constance Ephelia, Seychelles

Lagon De Rêve Limitée Asset Owner of C Mauritius - Palmar

Member

Executive Director

40 %

75 %

Meetings held in 2025: 5

Mourouk Ebony Management Limited Operator of C Rodrigues Mourouk

Constance Hospitality Management Limited Management Company

100 %

60 %

Beauport Industries Limited Operator of Constance Prince Maurice

99.99 %

Constance Industries Limited Operator of Constance Belle Mare Plage

99.99 %