Corporate Governance Statement

The Board is committed to achieving the highest standards of corporate governance and ethics and expects similar standards from all employees. The Board sets the strategic direction for the Group and meets quarterly or as required. All matters pertinent to the Group are discussed by the full Board including but not limited to, the operations and financial performance of the Group and achievement of objectives.

Board Composition

The Board consists of not less than five or more than ten members, all non–executive Directors. The members of the Board seek to ensure that it contains a blend of experience and skills appropriate to the Group. Directors retire by rotation  every three  years and  are eligible for re-election.

Committees

The Board has  two  committees, the  Nomination and Remuneration Committee and the Audit and Risk Committee.

A  Nomination  and  Remuneration  Committee  of four non-executive  Directors meets  quarterly  to  consider issues pertaining to the appointment  of new Directors and  senior  management.  The  committee  also assists the board in developing the human resources and remuneration strategies for the Group.

An Audit and  Risk  Committee  of three  non-executive Directors meets  quarterly in order to confirm that any matters raised by the Group’s external auditors are addressed  and  to  confirm that  the  Group’s  financial affairs are  conducted   in  accordance   with  prudent commercial  practice,  the  requirements  of the  Group Procedures Manual and the prudential standards issued by the Regulatory Authorities in the countries in which the Group operates.

THE BOARD OF DIRECTORS

THE BOARD STRUCTURE AND ROLE

The Board is responsible for establishing the strategic direction of the Group, and is accountable for its financial performance. At the end of 2018, the Board comprised six independent directors and three non-independent directors. During the year, five new directors joined the board, Sydney Yates, Johnson Kalo, James Kruse, Richard Sinamoi and Michael Varapik. Four directors stepped down. Sir Wilson Kamit, Allan Marlin and William Lamur resigned whilst John Dunlop, retired. The key aspects of the Board’s role are set out in Table One below.

BOARD’S RELATIONSHIP WITH THE CHIEF EXECUTIVE OFFICER

The Board confirms the duties and responsibilities of the CEO annually and approves the Key Performance Indicators for the CEO, linked to the Board’s strategic goals.The CEO is responsible for the day-to-day management and operations of the Group’s businesses and reports to the Board on key operational and management issues not limited to financials but including material risks and compliance matters.

Independent Advice

Directors are entitled to seek independent advice on their duties at the Group’s expense, provided that they receive the prior approval of the Chair. The advice is normally made available to all board members. No director sought independent advice during the 2018 year.

CHAIR

The directors elected Sydney Yates as Chair of the Board in November 2018. The Chair is an independent director. The role of the Chair is set out in the Board Charter and includes:• representing the Board to shareholders and communicating the Board’s position;• leading the Board and facilitating and encouraging constructive discussion in meetings;• assessing and agreeing professional development plans for all the directors; and• monitoring the contribution of individual directors and providing annual feedback on their performance and effectiveness.The performance of the Chair is reviewed every year by the Board.

RISK MANAGEMENT & ASSURANCE

Risk Management

The Board oversees risk management within the Group. The Group’s businesses are exposed to a range of strategic, financial, operational and compliance related risks. These risks are inherent in operating finance, property and investment businesses. The Board also identifies and implements opportunities to improve the Risk Management Framework. The design of the Company’s Risk Management Framework was reviewed by the Audit & Risk Committee during the reporting period.The CEO and the Executive Management team ensures risks are monitored, controlled and reported to the board. The diagram below sets out a description of how risk governance operates in the Group together with key responsibilities of the Board, the Group Executive Management, Internal Audit and the business units, and incorporates the three lines of defence model for how risk is managed at the Group

BOARD SKILLS AND COMPOSITION

The Board is composed of a majority of independent directors who, with the CEO, have a mix of skills to provide the necessary breadth, depth of knowledge and experience to meet the Board’s responsibilities and objectives. This is vital for robust decision making.The Board encourages diversity in its composition and has two female directors on its Board.Regular review of membership is conducted by the Board to ensure the talents of current and future members provide the mix of skills necessary to support the strategic direction, and rise to the challenges of the Group. The key skills and experience of the CCL Board members are captured below:

• Corporate Governance• Regulatory compliance         • Listed company experience

• Information technology                                                       • Financial services/banking expertise

• Capital management and debt funding                       • Global orientation

• Company culture and talent management                  • Insurance

• Public affairs and communication                                • Tax

• Global orientation and exposure                                   • Financial acumen                      

• Risk management                                                     • Operational management

• Crisis management   

BOARD PERFORMANCE EVALUATION

The Board expects a high level of performance from each director. The Chair is responsible for the performance evaluation process to confirm this.The Board assesses its performance each year and is required to have an independent assessment every three years as part of compliance with the BPNG Prudential Standards. The next independent board assessment will be conducted in 2019.

DIRECTOR APPOINTMENT AND ELECTION

The appointment of directors is governed by the company Constitution. All Directors are appointed for an initial three-year term. Directors can only serve a total of three terms, being nine years. A director appointed to the Board between AGMs, must be endorsed by shareholders at the subsequent Annual General Meeting (AGM). Extensive background checks are performed before any potential director is appointed by the Board or recommended to shareholders for endorsement. The BPNG will confirm whether or not the director is Fit and Proper.

COMMUNICATING WITH SHAREHOLDERS

SHAREHOLDER ENGAGEMENT

Shareholders and other stakeholders are informed of all material matters affecting the Company through POMSoX announcements, periodic communications and a range of forums and publications, available on the Company’s website. These communication are part of the company’s continuous disclosure obligation. Shareholders have the option to utilize electronic communications.Other shareholder engagement activities include:• the Annual General Meeting;• the Annual Report; and• regular releases of financial information, including half and full-year financial results.

Shareholder Information

The  Board communicates  with  shareholders  at  least once  a  year  by  means  of  a  comprehensive  annual report.  In  addition,  the  Board provides  shareholders with continuous  disclosure of information considered to be price sensitive to the Group’s shares. At all times the Board ensures that statutory requirements regarding disclosure are met.

Staff Matters

The Group is an equal opportunity employer and does not tolerate sexual harassment towards employees. The Group also values its human capital and encourages in- house mentoring and up skilling of its employees as a capacity building tool. Workplace health safety for the Group is an important issue and adequate policies and guidelines are in place.

Policy and Procedures

The Group has in place both Staff and Procedure Manuals, which set out duties for each staff member and systems for all procedures.

All routine legal documents are standard and used in all instances.