Board and Committee Membership Guidelines

SGRF - Board and Committees Membership Guidelines

Annex 2 – Typical Powers, Responsibilities, and Matters reserved for the board*

The Boards are typically responsible for overseeing the business of the Entity and, in doing so, may exercise all the powers subject to any relevant laws and regulations and to the Entities’ Articles of Association. In general, the Board of Directors are accountable to their entities, owners, regulators and legislators and to other stakeholders.

Responsibilities of the Board

Typically the Board responsibilities include, but are not limited to:



Formulation of Entity’s strategy -

Market positioning & setting the direction - Reviewing and deciding key resources - Determining Risk appetite and risk management framework

 Supervision and the oversight of corporate governance. The Board may oversee or delegate the responsibility for the oversight of corporate governance to one or more Committees of the Board as it deems fir, for: - Development of appropriate internal control framework and review of policies and practices - Review and monitoring of HR practices - Review of risks including fraud risk and complianceOverseeing CEO and key management performance and setting clear KPI’s - Monitoring budgeting controls - Reviewing key business results  The oversight of large-scale changes, transformation exercises, mergers, acquisitionsetc.  Recommend the appointment of statutory auditor and approval of the financial statement of the entity to SGRF as shareholder.  The Board may as deemed necessary, delegate any of its powers and authorities for such time and on such terms as it deems fits to committees consisting of one or more directors and (if required) to one or more other persons. The Board typically delegates the management and the day-to-day running of the Entity to the Management in accordance with such policies and directions as the Board may from time to time determine with the exception of matters which the Board’s approval is necessary, including but not limited to for example:  Annual plans/ budgets and performance targets for the Entity.  The establishment of effective procedures for monitoring and control of operations including internal procedures for audit, risk, and compliance.  The authority or the delegation of authority to approve, for example, acquisitions, disposals, investments, capital expenditures, creation of new ventures.  Appointment of certain senior management positions and ratifications of appointments of successors or alternate directors.  Changes in the policies and procedures of the Entity.  Incentive programme for the senior management including the CEO *These guidelines are typical matters, responsibilities, and powers reserved to the board, however, would differ based on each Entity’s articles/memorandum of association. Matters reserved to the Board

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