Corporate Governance Framework

Introduction

At Brew and Feast Holding Pvt Ltd, we believe robust corporate governance is the cornerstone of sustainable success and stakeholder trust. As a dynamic hospitality group managing international franchise brands and local ventures, our governance framework is designed to ensure transparency, accountability, ethical leadership, and value creation.

This framework outlines our governance vision, guiding principles, board structure, key policies, and oversight mechanisms that enable us to operate with integrity and resilience in a rapidly evolving hospitality industry.

Governance Vision

“To set the benchmark for corporate governance in the Maldivian hospitality sector by upholding the highest standards of integrity, accountability, and sustainable business practices.”

We aim to achieve this vision by aligning our governance practices with global best standards while maintaining agility to respond to local and international market dynamics.

Guiding Principles

Our governance is underpinned by the following core principles:

Accountability

Ensuring clear responsibilities and answerability at every level of management.

Transparency

Promoting open communication and timely disclosure of relevant information to stakeholders.

Fairness

Treating all stakeholders equitably, including shareholders, employees, partners, and customers.

Responsibility

Embedding ethical practices and compliance with laws and franchise agreements in all operations.

Sustainability

Balancing profitability with environmental stewardship and social responsibility.

Board of Directors

The Board of Directors at Brew and Feast Holding Pvt Ltd is the highest governing body responsible for setting the strategic direction of the company and ensuring it operates with integrity, accountability, and in alignment with the interests of all stakeholders.

Role and Responsibilities of the Board

The Board is entrusted with the stewardship of the company and provides oversight to ensure:

Strategic Leadership:
Defining and approving the vision, mission, and long-term goals of the organization.
Policy Framework:
Establishing policies and procedures to guide operational excellence, ethical conduct, and sustainable practices.
Performance Monitoring:
Regularly reviewing financial and operational performance against established objectives to ensure the company remains on track to achieve its goals.
Risk Oversight:
Identifying, assessing, and monitoring potential risks to the business while ensuring appropriate mitigation strategies are in place.
Corporate Ethics:
Upholding the highest standards of integrity, fairness, and transparency in all business dealings.
Stakeholder Interests: Safeguarding the interests of shareholders, employees, customers, and partners while ensuring compliance with regulatory requirements and franchise agreements.

Composition of the Board

The Board is structured to ensure a balance of expertise, independence, and diversity:

Executive Directors:
Provide insight into day-to-day operations, franchise management, and strategic execution.
Non-Executive Directors:
Bring independent perspectives to the Board’s decision-making process, ensuring robust governance and oversight.
Advisory Members (Optional):
Specialists in hospitality, finance, sustainability, or franchising who provide subject-matter expertise as needed.

This diverse composition ensures well-rounded discussions, informed decisions, and effective governance.

Board Committees

To support its governance responsibilities, the Board may delegate specific tasks to specialized committees:

Audit & Risk Committee
Oversees financial reporting, internal controls, risk management processes, and liaises with external auditors.
Human Resources & Remuneration Committee
Ensures fair and competitive compensation practices, talent development, and succession planning.
Sustainability & CSR Committee
Guides the company’s sustainability initiatives and community engagement programs.

Each committee operates under a defined charter approved by the Board and reports its findings and recommendations regularly.

Board Meetings and Evaluation

Frequency of Meetings:
The Board convenes at least quarterly, with additional meetings as required for critical business decisions.
Agenda Setting:
Agendas are carefully structured to address strategic, operational, and compliance matters.
Performance Evaluation: The Board periodically evaluates its performance and that of its committees to ensure continual improvement in governance practices.

Ethical and Responsible Leadership

The Board members act as role models for ethical behavior and corporate responsibility. Their decisions are guided by:

Commitment to fairness and transparency.
Focus on long-term sustainable growth over short-term gains.

Alignment with Brew and Feast Holding Pvt Ltd’s vision of becoming the benchmark for hospitality excellence in the Maldives

Corporate Policies and Controls

Ethics and Code of Conduct

At Brew and Feast Holding Pvt Ltd, ethical business conduct is the foundation of our corporate culture and success. As a leading hospitality group entrusted with representing globally renowned brands and serving diverse communities, we hold ourselves and our employees to the highest standards of integrity, fairness, and professionalism.

Our Ethics and Code of Conduct provides a clear framework for how we conduct business responsibly and build trust with our stakeholders.

Commitment to Ethical Leadership

The Board of Directors and senior management are committed to demonstrating ethical leadership in all decisions and actions. They set the tone from the top and ensure that integrity permeates every level of the organization.

Key Principles of Our Code of Conduct

Integrity and Honesty

We act with honesty and integrity in all interactions—internally and externally. We do not tolerate fraud, dishonesty, or unethical practices in any form.

Respect and Fair Treatment

We value diversity and inclusion and are committed to creating a workplace where all individuals are treated with dignity, fairness, and respect, free from discrimination or harassment.

Conflict of Interest

Employees and directors are expected to avoid situations where personal interests conflict—or appear to conflict—with the company’s interests. Any potential conflicts must be disclosed and appropriately managed.

Confidentiality and Data Protection

We safeguard confidential information about our company, employees, customers, and partners. Sensitive data is handled responsibly in compliance with data protection laws and franchise standards.

Compliance with Laws and Regulations

We adhere to all applicable laws, regulations, and industry standards in every jurisdiction where we operate. This includes labor laws, environmental laws, health and safety regulations, and international franchise agreements.

Fair Competition and Anti-Corruption

We compete fairly and ethically in the marketplace. Bribery, corruption, and any form of unfair competitive practices are strictly prohibited.

Whistleblower Protection

Employees are encouraged to report unethical behavior or violations of this Code without fear of retaliation. A confidential and secure reporting mechanism is in place to address concerns promptly and fairly.

Application of the Code

This Code applies to:
All directors, officers, and employees of Brew and Feast Holding Pvt Ltd.
Subsidiaries and affiliated companies under the group.
Contractors, suppliers, and partners working with us.

Everyone is expected to read, understand, and comply with the Code of Conduct as a condition of employment or business engagement.

Training and Awareness

We conduct regular training programs and awareness sessions to ensure all staff and stakeholders understand their ethical obligations and know how to uphold the company’s values in their daily work.

Enforcement and Accountability

Violations of the Code of Conduct are taken seriously and may result in disciplinary action, including termination of employment or contracts where appropriate. The Board oversees enforcement to ensure accountability at all levels.

Our Ethical Promise

At Brew and Feast Holding Pvt Ltd, we are more than a hospitality company. We are stewards of global brands, partners to our communities, and ambassadors of responsible business. By living our values every day, we aim to build a legacy of trust and excellence in the Maldives and beyond.

Compliance Framework

At Brew and Feast Holding Pvt Ltd, compliance is not just about meeting legal requirements—it’s about building a culture of integrity and accountability across all levels of the organization.

Key Elements of Our Compliance Framework:

Legal Compliance:
Strict adherence to all applicable Maldivian laws, including labor, tax, environmental, and corporate regulations, as well as compliance with international franchise agreements and global food safety standards.
Franchise Standards:
As the trusted partner of global brands like Gloria Jean’s Coffees, Chicking, Moti Mahal, and Délifrance, we ensure full compliance with brand-specific operational procedures, quality benchmarks, and reporting requirements.
Internal Policies:
Clear and robust internal policies, such as Anti-Corruption, Conflict of Interest, Data Privacy, and Anti-Harassment policies, to safeguard ethical conduct throughout the organization.
Employee Training and Awareness:
Regular training programs to educate staff at all levels about compliance obligations, ethical behavior, and regulatory updates.
Monitoring and Reporting:
Periodic reviews and audits to monitor adherence to policies, supported by a whistleblowing mechanism that enables employees to confidentially report any misconduct or violations.

Financial Reporting and Audit

Transparency and accuracy in financial management are critical to our governance standards. We maintain strong financial discipline to protect shareholder value and build investor confidence.

Key Components:

Accurate Financial Reporting:
Preparation of timely and reliable financial statements in compliance with International Financial Reporting Standards (IFRS) and Maldivian financial regulations.
Internal Controls:
Establishment of robust financial controls to safeguard company assets, prevent fraud, and ensure operational efficiency.
External Audit:
Appointment of independent auditors to review and certify our financial statements annually, providing objective assurance to stakeholders.
Board Oversight:
Regular financial performance reviews by the Board and Audit Committee to ensure alignment with strategic objectives and financial health.
Budgeting and Forecasting:
Rigorous budget planning and forecasting processes to manage resources effectively and support sustainable growth.

Risk Management Policy

In a dynamic hospitality industry, proactive risk management enables us to anticipate challenges and capitalize on opportunities.

Our Approach to Risk Management:

Crisis Management:
Establishing protocols for business continuity during unforeseen disruptions (e.g., natural disasters, pandemics, or supply chain disruptions).
Risk Identification:
Regularly assessing potential risks across operations, including financial, operational, reputational, legal, and environmental risks.

Board Oversight

The Board, through its Audit & Risk Committee, maintains oversight of the risk management process, ensuring a culture of risk awareness throughout the organization.

Risk Assessment

Evaluating risks based on likelihood and impact, prioritizing those that could materially affect business performance or continuity.

Mitigation Strategies

Developing and implementing action plans to minimize identified risks, such as insurance coverages, contingency planning, and diversified supply chains.

Sustainability Policy

We recognize that as a leading hospitality group, our actions have a lasting impact on the environment and community. Sustainability is embedded in our corporate strategy to ensure long-term success and positive contributions to society.

Our Commitment to Sustainability:

Environmental Stewardship:
- Reducing energy consumption through efficient equipment and practices.
- Minimizing waste by adopting recycling programs and responsible sourcing of materials.
- Exploring eco-friendly packaging solutions in our food and beverage operations.
Community Engagement:
- Supporting local suppliers and farmers to strengthen the Maldivian economy.
- Creating job opportunities and training programs for local talent.
- Contributing to community initiatives such as food donations, environmental clean-ups, and health awareness campaigns.
Sustainable Products:
- Promoting healthier and ethically sourced food options in our offerings.
- Encouraging innovation to create sustainable menu choices across brands.
Reporting and Accountability:
Tracking and reporting on our environmental and social impact through sustainability reports and continuous improvement initiatives.

Stakeholder Engagement

Strong relationships with stakeholders are essential to our success. We actively engage with our stakeholders to understand their expectations, address their concerns, and build long-term trust.

Our Stakeholder Engagement Model:

Shareholders:
- Providing timely and transparent updates on business performance, strategy, and governance.
- Hosting Annual General Meetings (AGMs) to encourage shareholder participation and feedback.
Employees:
- Fostering a culture of inclusivity, respect, and development.
- Offering clear career progression paths and recognizing employee contributions.
- Creating open communication channels to listen to and act on employee feedback.
Customers:
- Continuously improving service quality and offerings based on customer insights and trends.
- Establishing feedback mechanisms (surveys, social media, in-store feedback) to enhance customer experiences.
Franchise Partners and Suppliers:
- Maintaining transparent and fair relationships with all partners.
- Collaborating closely with global franchise brands to ensure consistent brand delivery and innovation.
Communities and Regulators:
- Engaging with local communities through CSR initiatives.

Cooperating fully with regulators to maintain compliance and support national development goals

Transparency and Disclosure

Brew and Feast Holding Pvt Ltd maintains a culture of transparency by:

Providing timely and accurate information to stakeholders.
Ensuring disclosures of material information related to financial performance, risks, and corporate decisions.

Conclusion

Our Corporate Governance Framework reflects Brew and Feast Holding Pvt Ltd’s dedication to responsible leadership, ethical operations, and long-term value creation. It ensures we remain a trusted partner for global franchises, a preferred employer for our team, and a brand of choice for our customers.

Continuous Improvement

We are committed to periodically reviewing and enhancing our corporate governance practices to align with evolving best practices, market expectations, and regulatory changes.