Board and Committee Membership Guidelines

SGRF - Board and Committees Membership Guidelines

4.4.1 The Review, including recommendations for appointment of alternate Members and/or successors for current Members should be submitted to the Executive President for perusal and endorsement. (As per the Form in Annex 1 of these guidelines) 4.4.2 As part of the Review, consideration should be taken to the period the Members have already spent in their current membership and any replacement/rotation requirements. 4.5 The tenure of the membership of any Member is determined at the discretion of the Executive President. For external Members the tenure of appointment is one year, extendable by similar periods at the discretion of the Executive President. 4.5.1 Early resignation request by a Member should be addressed to the Executive President three months prior to resignation and such request shall follow the process ascribed by the Entities’ Articles & Memorandum of Association and / or relevant charter. 4.6.1 In cases where any form of sitting fee / remuneration (cash or stock based) is permitted by the Articles & Memorandum of Association and the Board/Committee Charter of the respective Entity, such sitting fee / remuneration should be declared by the Member to the Asset Management Director. 4.6.2 In cases where any form of sitting fee / remuneration (cash or stock based) is presented for approval to the Board of the respective Entity, the Member should revert to the Asset Management Director for guidance on the subject. Various factors like possible impact on tax structure, reasonableness of the remuneration, etc. would be considered before any guidance is provided. 4.6.3 SGRF may pay, on a case by case basis and on recommendation by the Asset Management, a sitting fee / remuneration for external Members (non-SGRF employees) subject to the approval of the Executive President. 4.5.2 Decision to discontinue a Member from the role could be taken at any time and as deemed necessary and is at the sole discretion of the Executive President. 4.6 SGRF will not pay a sitting fee / remuneration to its employees serving as Members.

5.0 Expectations from the Board / Committee Members

These guidelines are not meant to be an all-encompassing document on the directors’ duties and liabilities. In general, the Board of Directors are accountable to their entities, owners, regulators and legislators and to other stakeholders. Board members have a fiduciary duty to the aforesaid and SGRF nominated Members are entrusted with the responsibility of observing the Board roles and duties to ensure that the Entities interests are protected while, wherever permissible, aligning such interests

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