GOVERNANCE: THE CORNERSTONE OF OUR BUSINESS

Corporate Governance Report

(Section 221 of the Mauritius Companies Act 2001)

Group Profile – A Diversified Mauritian Investment Group With An International Footprint

Group Profile – A Diversified Mauritian Investment Group With An International Footprint

The Board of Directors (“Board”) of CIEL Limited (“CIEL”) is committed to maintaining high standards of corporate governance and acknowledges its responsibility for applying and implementing the principles contained in the National Code of Corporate Governance for Mauritius (2016) (“the Code”). Details on how CIEL has applied the Code’s principles are set out in this report. CIEL also uses its website for online reporting purposes, in accordance with the recommendations of the Code. You may refer to CIEL governance section in the investor page on www.cielgroup.com (“CIEL’s website”).

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C.G.R_GroupProfile_img Li s t ed on t h e SEM Su s tainability I n d e x (SEMSI) si n c e 29 Ma r ch 2 0 19 O p e r a t e s six busi n e s s clu s t e r s sp r e ad ac r o s s 10 c ountri e s Public c ompa n y li s t ed on t h e Official Mar k e t o f t h e S t ock E x change o f Mauritius ( " SEM") Public In t e re s t Entity as defi n ed b y t h e Fina n cial R e p o r ting A ct 2004

Other Statutory Disclosures

(Section 221 of the Mauritius Companies Act 2001)

Principal Activity and History

CIEL Limited, formerly known as Deep River Investment Limited, incorporated on 31 August 1948, is a public company listed on the Official Market of the SEM since 4 February 2014. On 24 January 2014, CIEL Investment Limited was amalgamated with and into Deep River Investment Limited (“DRI”). DRI, as surviving company post Amalgamation, was renamed CIEL Limited. CIEL is also registered as a Reporting Issuer with the Financial Services Commission since the promulgation of the Securities Act 2005. CIEL is an investment holding company, with investments in six distinct business sectors:

Directors’ Service Contracts

The executive directors are remunerated by CIEL Corporate Services Ltd, a subsidiary of CIEL, with no expiry terms to their terms and conditions of their employment. The persons who held office as Directors of CIEL as at 30 June 2021 are disclosed in the corporate governance report.

Shareholding Profile

OWNERSHIP BY SIZE OF SHAREHOLDING

SIZE Shareholder Count Number of Shares Percentage Held
1 - 500 1,081 197,670 0.0117
501 - 1,000 306 245,596 0.0146
1,001 - 5,000 710 1,835,928 0.1088
5,001 - 10,000 369 2,723,106 0.1614
10,001 - 50,000 757 19,033,818 1.1279
50,001 - 100,000 258 18,450,577 1.0933
100,001 - 250,000 318 49,692,494 2.9446
250,001 - 500,000 114 40,108,511 2.3767
500,001 and above 240 1,555,272,298 92.1610
Total 4,153 1,687,559,998 100

OWNERSHIP BY CATEGORY OF SHAREHOLDING

CATEGORY Shareholder Count Number of Shares Percentage Held
Individuals 3,675 533,949,781 31.6403
Insurance and Assurance companies 19 71,730,561 4.2505
Investment and Trust companies 85 390,251,796 23.1252
Pensions and Provident funds 79 181,842,574 10.7755
Other Corporate Bodies 295 509,785,286 30.2084
Total 4,153 1,687,559,998 100
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Statement of Compliance

(Section 75 (3) of the Financial Reporting Act 2004)

Name of Public Interest Entity (“PIE”):
CIEL Limited (“CIEL”/”the Company”)
Reporting Period:
30 June 2022

On behalf of the Board of Directors of CIEL, we confirm, to the best of our knowledge, that throughout the financial year ended 30 June 2022 and to the best of the Board’s knowledge, the Company has partially complied with the obligations of the National Code of Corporate Governance for Mauritius (2016).

The area of non-compliance, whose reasons are included in the Corporate Governance Report, is as follows, namely:
• Principle 4 – Remuneration of Directors

P. Arnaud Dalais
Chairman of the Board

29 September 2022

Catherine McIlraith
Director

Certificate from the Company Secretary

In our capacity as Company Secretary of CIEL Limited (“the Company’’), we hereby confirm that, to the best of our knowledge and belief, the Company has lodged with the Registrar of Companies as at 30 June 2021, all such returns as are required for a company in terms of the Mauritius Companies Act 2001, and that such returns are true, correct and up to date.

Clothilde de Comarmond, ACG
Group Company Secretary
For and on behalf of CIEL Corporate Services Ltd

29 September 2022

Clothilde de Comarmond, ACG
Group Company Secretary
For and on behalf of CIEL Corporate Services Ltd

29 September 2022

Statement of Directors’
Responsibilities

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE PREPARATION OF FINANCIAL STATEMENTS

The directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable laws and regulations.

Company law requires the Directors to prepare Financial Statements in accordance with International Financial Reporting Standards (“IFRS”) for each financial year, which present fairly the financialposition, financial performance and cash flows of the Group and the Company.

The directors confirm that, in preparing the Financial Statements, they have to:

  • Select suitable accounting policies and then apply them consistently.
  • Make judgements and accounting estimates that are reasonable and prudent.
  • State that IFRS have been adhered to, subject to any material departures being disclosed and explained in the Financial Statements.
  • Prepare the Financial Statements on the going concern basis, unless it is inappropriate to presume that the Group and the Company will continue in business.
  • Ensure application of the Code of Corporate Governance (“Code”) and provide reasons in case of non-application with the Code.

The directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial position of the Group and Company to enable them to ensure that the Financial Statements comply with the Mauritius Companies Act 2001, IFRS and the Financial Reporting Act 2004.

They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors hereby confirm that they have complied with the above requirements.

Approved by the Board of directors on 29 September 2022.

P. Arnaud Dalais
Chairman of the Board

29 September 2022

Catherine McIlraith
Director

Corporate Information

Company Secretary

CIEL Corporate Services Ltd
5th Floor, Ebène Skies
Rue De L’institut, Ebène
Republic Of Mauritius
Tel: +230 404 2200
Fax: + 230 404 2201

Website

www.cielgroup.com

Business Registration Number

C06000717

Registrar & Transfer Office

If you are a shareholder and have queries regarding your account, wish to change your name and address, or have questions about lost certificates, share transfers or dividends, please contact our Registrar & Transfer Office:
MCB Registry & Securities Ltd
2nd Floor, MCB Centre
9-11 Sir William Newton Street, Port Louis
Republic of Mauritius
Tel: +230 202 5397
Fax: +230 208 1167

External Auditor

PricewaterhouseCoopers Ltd
18 Cybercity, Ebène, Réduit 72201
Republic of Mauritius

Registered Office

5th Floor, Ebène Skies
Rue de l’Institut, Ebène
Republic of Mauritius
Tel: +230 404 2200
Fax: +230 404 2201

Internal Auditor

Ernst & Young
9th Floor, NeXTeracom Tower I, Cybercity Ebène
Republic of Mauritius

Main Bankers

The Mauritius Commercial Bank Ltd Me.
Bank One Limited

Legal Adviser

Me. Thierry Koenig SA – ENSafrica (Mauritius)
Me. Maxime Sauzier SC– ENSafrica (Mauritius)

Notary

Etude Montocchio – d’Hotman

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