Constance Hotels Services Limited | Annual Report 2025

129 ANNUAL REPORT 2025

Relations with Shareholders and Other Key Stakeholders

8.2. External Audit

V. The External Auditor prepares the annual engagement letter in conjunction with Management. VI. Upon engagement, the External Auditor has unfettered access to Management, staff, records and Company facilities, and is allowed a reasonable and agreed timeframe to conduct the audit. Prior to the Board’s approval of the audited financial results, the External Auditor is invited to attend the Audit and Risk Management Committee meeting to review all matters related to the audit, covering accounting principles and critical policies, judgements, and estimates. The ARC discusses with the External Auditor and Management matters of significance regarding policies and accounting treatments. It ensures that it is satisfied that these matters have been appropriately addressed. The External Auditor has direct access to the Board Chairperson and to the ARC Chairperson, should the External Auditor wish to discuss any matter privately, in the absence of Management.

The Audit and Risk Management Committee considers and makes recommendations to the Board, for approval by Shareholders at their Annual Meeting, regarding the appointment, re-appointment, and termination of the External Auditor. The ARC is also responsible for overseeing the work of the External Auditor, approving the terms of reference and compensation for audit and non-audit engagements, and considering the rotation of the Audit Partner at least every five years. The ARC ascertains that there are no conflicting relationships, such as family or non-audit services, that could impair the External Auditor’s independence and objectivity The External Auditor provides an independent opinion on the Company’s Annual Report, including its financial statements and Corporate Governance Report. – Expertise and reputation of the accountancy firm. – Access to expert international accounting standards, research relevant to the hotel industry, demonstrable audit quality control processes, and substantial resources to carry out the assignment. – Competitive fees. – Ethical standards, safeguards of objectivity and independence. – Absence of any conflict of interest. – Specific knowledge of the industry and business of the Company by the partner. I. The Board is responsible for appointing the External Auditor, subject to the approval of Shareholders. II. The Audit and Risk Management Committee reviews the External Auditor’s performance and independence, and benchmarks the cost and scope of the external audit engagement prior to their appointment, and thereafter annually. III. The appointed External Auditor is required to present to Management an annual external audit proposal. IV. Management, in consultation with the Audit and Risk Management Committee, approves the scope of the audit, the terms of the annual engagement letter and the audit fees. The criteria for the selection, appointment, and re-appointment of the External Auditor are: The key steps of the External Auditor selection, appointment and re-appointment process include the following:

9. Relations with Shareholders and Other Key Stakeholders 9.1. Shareholding Spread

Size of Shareholding

Number of Shareholders

Number of Shares Owned

Percentage Shareholding

1 - 500

222

34,109

0.031

501 - 1,000

41

32,041

0.029

The External Auditor reviewed and approved the Company’s Corporate Governance Report for the year under review.

1,001 - 5,000

90

218,318

0.199

5,001 - 10,000

36

252,463

0.230

Ernst & Young was appointed as the External Auditor of the Company and Group at the Annual Meeting of Shareholders held on 30 September 2020. They have expressed their willingness to continue as the Company’s External Auditor, in accordance with the provisions of the Companies Act 2001. On the recommendation of the Audit and Risk Management Committee, they will be automatically reappointed at the forthcoming Annual Meeting of Shareholders.

10,001 - 50,000

47

1,136,398

1.036

50,001 - 100,000

16

1,140,187

1.040

100,001 - 250,000

9

1,701,386

1.552

250,001 - 500,000

1

450,306

0.411

Over 500,000

18

104,688,141

95.472

Total

480

109,653,349

100.000

Shareholder Category

Number of Shareholders

Number of Shares Owned

Percentage Shareholding

Individuals

376

5,802,217

5.291

Insurance and Assurance Companies

9

3,897,776

3.555

Pension and Provident Funds

24

29,433,464

26.842

Investment and Trust Companies

8

200,227

0.183

Other Corporate Bodies

63

70,319,665

64.129

Total

480

109,653,349

100.000