Board and Committee Membership Guidelines

SGRF - Board and Committees Membership Guidelines

with the overall SGRF interest in the Entity. In general, the Boards are responsible for overseeing the business and providing strategic direction to the Entity, in doing so, may exercise many powers subject to any relevant laws and regulations and to the Entities’ Articles of Association (see Annex 2 for typical board responsibilities). For the purpose of accomplishing their roles, SGRF nominated Members are expected to: 5.1 Familiarize themselves with the relevant laws and regulations, Entities’ Board/Committee Charter (or Terms of Reference), memorandum/articles of association, or the applicable framework that spells the rights and responsibilities of the Members, including the relevant contractual rights and/or obligations held by SGRF or its SPV under the respective investment agreements. The Members are expected to discharge their responsibilities accordingly. In the absence of a definitive framework, the Members are expected to take a prudent approach in performing their role as per best professional practice and subject to any relevant laws and regulations. 5.2 Actively engage with the management of the investee Entity to ensure execution of strategy and to facilitate alignment with SGRF’s economic, financial and other objectives. The Member should deliberate with the Asset Management, before any meeting, any proposed decisions that do not necessarily align with the interests of SGRF. 5.3 The Boards/Committees would normally be collectively responsible for the long-term execution of strategy and the success of the Entity, including but not limited to approving and monitoring capital and operating plans and budgets, key management appointments, overseeing management performance, financial oversight and reviewing key business results. However, the Members should discuss with Asset Management before any board decisions that may entitle changes to the original investment parameters (including, but not limited to: shareholding structure, level of control, additional capital injections, divestment or dilution of SGRF shares). 5.4 Actively participate in all Board and Committee meetings (including regular Board meetings, Committee meetings, and ad-hoc meetings). While the Boards/Committees shall meet with such frequency and at such times as may be determined under the relevant laws and regulation and the relevant Entity charters, the Member should ensure that the Board/Committee meets sufficiently and regularly to discharge its duties and oversight.

5.4.1

The Members should inform Asset Management on time in case of inability to attend / or participate in a Board/Committee meeting to enable nominating an alternative / proxy.

5.5 Maintain an active dialogue with the Asset Management and provide input for the periodic asset performance updates. Unless prevented from doing so by certain non-disclosure requirements in an applicable legal framework –including regulated market restrictions- the Members are required to;

5.5.1

Keep the Asset Management abreast of all the activities relating to the asset under management. Wherever practical, the respective Asset Management lead should be kept in the loop of emails and correspondences with the Entity.

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