Board and Committee Membership Guidelines

SGRF - Board and Committees Membership Guidelines

5.5.2

Timely submit (at least 5 working days before the meeting in case of Board meeting agenda and a maximum of 2 working days after any document is received in case of other reports) all documents received from the investee entity to the Asset Management (including: agenda packs, monthly updates, financial statements, and other document) to enable studying the documents and discussing relevant issues. Document the outcomes of the meetings and to debrief the respective Asset Management lead on the major decisions taken at the Board or Committee meetings within 5 working days of such meeting.

5.5.3

5.5.4

To the extent feasible, involve the Asset Management lead as a shadow observer where possible.

5.5.5

To the extent feasible, the Member should facilitate a communication channel between the Asset Management and the management of the investee Entity for business related queries.

5.6 Monitor the business covenants and KPI’s, cash-flow, and key industry trends & risks and raise any relevant operational/business concerns with the Asset Management, for discussing remedial actions and/or escalating such matters to SGRF’s Investment Committee.

5.7 Ensure that the investee Entity is following prudent corporate governance practices and has adequate policies and business monitoring tools and controls.

5.8 The Members should always maintain utmost care and confidentiality in handling the information at their disposal during and after their assignment ends. External members are expected to carry their duties in conformity with their Appointment Letter (letter provided to non SGRF employees at the time of appointment as a Member), non-disclosure requirements, and SGRF’s Code of Business Conduct.

5.9 The Members should provide immediate feedback to SGRF if faced by any challenges during the fulfillment of their roles.

5.10

The Members should declare any existing and/or potential conflict of interest situations arising from their nomination to the role.

6.0 SGRF Obligations

6.1 SGRF shall use reasonable endeavors to ensure that the Members are insured against director liabilities arising from the performance of their duty. The insurance will be available at the Entity level or will be taken directly by SGRF and will be subject to usual market terms and restrictions. On request, a copy of the prevailing insurance policy will be available for

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