The Company was incorporated as a limited company on 10 February 1983 under the name Sun Resorts Limited and changed its name to Sun Limited as evidenced by certificate issued by the Registrar of Companies dated 25 September 2015. SUN is a public company listed on the official market of the SEM and is registered as a Reporting Issuer with the FSC. It is the holding company of SUN Group, an established hotel group in the Indian Ocean, owning and/or managing six resorts in Mauritius (5* Luxury Four Seasons Resort at Anahita, 5* Luxury Shangri-La’s Le Touessrok, 5* Long Beach, 5* Sugar Beach, 4* La Pirogue, and 4* Ambre) and one resort in the Maldives (5* Luxury Kanuhura).

SUN holds marketing offices in London, Paris and Frankfurt and representations in Milan, Madrid, India, China, and Japan. SUN also owns two in-house tour operators, namely Soléa Vacances, in France and World Leisure Holidays (Pty) Ltd, in South Africa

Constitution of SUN

The constitution of SUN complies with the provisions of the Companies Act 2001 and the Listing Rules of the Stock Exchange of Mauritius Ltd.

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Organisational Chart of SUN

SUN operates within a defined governance framework, as explained in the chart below, through delegation of authority and clear lines of responsibility while enabling the Board of Directors to retain effective control.

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The Board of Directors (the “Board”) of SUN

The Board of SUN is responsible for the stewardship of the Company, overseeing its conduct and affairs to create sustainable value for the benefit of its stakeholders. It acknowledges its responsibility for leading and controlling the Company, ensuring that strategic directions and management structures are in place to meet legal and regulatory requirements.

Board Charter

A Board Charter was approved by the Board of SUN on 21 September 2017; it defines, amongst other items, the composition, role and duties of the Directors and the Chairman, as well as the responsibilities assigned to sub-committees of the Board.

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Directors' and Senior Management's Profiles

SUN is managed by a skilled team of professionals with different backgrounds and experience from the world of tourism, financial, consulting, management and hospitality.

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Board Committees

The Board delegates certain roles and responsibilities to its principal Board committees. Whilst the Board retains overall responsibility, a sub-committee structure allows these committees to probe the subject matter more deeply and gain a greater understanding of the details, and then report back to the Board on the matters discussed, decisions taken, and where appropriate make recommendations to the Board on matters requiring its approval.

Audit & Risk Committee

Assisting the Board in discharging its responsibilities to safeguard the integrity of the Company’s and the Group’s financial reporting and the system of internal control. A key component of the said committee’s role is to provide appropriate advice and recommendations to the Board to assist the Board in fulfilling its corporate governance responsibilities as to financial reporting, the internal control environment and the audit and risk management across SUN and its subsidiaries.

Terms of reference

Corporate Governance, Ethics, Nomination & Remuneration Committee

Ensuring that the Company’s reporting requirements on corporate governance are in accordance with the principles enunciated in the National Code of Corporate Governance for Mauritius (2016) and guiding the Board on the adoption of other governance policies and best practices. The said committee also analyses, advises and makes recommendation to the Board with respect to ethics, remuneration and nomination matters.

Terms of reference

Investment Committee

Monitoring the key objectives of the Company and its subsidiaries and ensuring that investment and development strategies meet the strategic objectives set. The role of the said committee is mainly to recommend to the Board strategies to be adopted and to reflect on investments/divestments prior to making recommendations to the Board.

Terms of reference

Operational Excellence Committee

Reviewing the operational performance and discuss the potential for operations-related optimisation, efficiency enhancement across the hotels of SUN as well as potential cross- fertilisation amongst the different entities of the CIEL Group to maximise operational best practices.

Terms of reference

Other Governance Documents/Policies:

Corporate Governance Report FY 30 June 2017

The Board of SUN is fully committed to maintaining a high standard of corporate governance within the Company and its subsidiaries through its support and application of the principles and best practices in corporate governance as set out in the Code of Corporate Governance for Mauritius.

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Position Statements for Key Senior Governance Positions

In line with the National Code of Corporate Governance for Mauritius (2016), SUN has approved job descriptions for key senior governance positions that provide a clear definition of their roles and responsibilities.

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Code of Conduct

SUN operates a Code of Conduct for all its employees, officers and Directors. SUN's objective is to become a leader in the hospitality sector in the Indian Ocean Region.

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Share Dealing Policy

Providing clear guidance to the Directors and Officers of SUN on the practice to be followed when dealing in shares of the Company to avoid the abuse of price sensitive information (insider dealing).

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Conflict of Interest/Related Party Transactions Policy

Ensuring that the deliberations and decisions made by SUN are transparent and in the best interests of the Company.

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