Board and Committee Membership Guidelines

SGRF - Board and Committees Membership Guidelines

1.0 Purpose of the Guidelines

These board membership guidelines, “The Guidelines”, are intended to provide an overview of the following:

1. The nomination of the Board and Committee Members on SGRF investee Entities. 2. The expectations from the Board and Committee Members.

These guidelines are intended to compliment the general policies and procedures in place at SGRF and those being followed by the Private Markets and Finance departments. The Board and Committee Members are expected to observe these guidelines in discharge of their duties. In cases where the guidelines do not spell out specific matters, the Members are expected to follow best professional practice in performing their role keeping in mind, above all, the Entity’s interests and objectives, and those of SGRF.

2.0 Definitions

Articles of Association: The articles of association of the Entities where SGRF have invested.

Asset Management: the Asset Management department of SGRF (managing the private equity investments except PE funds and real estate), and the relevant function dealing with asset management in the Real Estate Department. Board and/or Committees: The boards and committees of the operating companies of the investee Entities. The Guidelines exclude the boards of the Special Purpose Vehicles’ (“SPV’s”) that own the shares in the investment (which are managed by the SGRF Finance department) and the government-to-government investment platforms.

Entity/ Entities: the entity or entities where SGRF have invested.

Executive President: His Excellency SGRF’s Executive President.

Investment Committee: SGRF internal investment committee.

Member(s): SGRF or external representatives nominated by SGRF on the Boards and/or Committees of the investee Entities. Reference to Members includes also representatives nominated as Observers, as defined by the relevant agreements.

Private Equity: the private equity department of SGRF.

SPV (or SPE): Special Purpose Vehicle/Entity, the legal vehicle which own the shares in the investee Entity. SPVG (or SPEG) guidelines: the Special Purpose Vehicle governance and controls framework issued by the SGRF Finance department.

3.0 Introduction

The management and oversight of SGRF’s private equity direct investments, local initiatives, and joint ventures is entrusted to SGRF’s Asset Management. The Real Estate department manages its investments independently. Given the uniqueness of each investment, the extent of governance

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