OUR ORGANIZATION

Governance

Our Governance framework ensures that we uphold the highest standards of corporate governance and transparency. The Fund’s values are strongly built on the principles of transparency, accountability, and sound corporate governance.  Our Board of Directors are responsible for overseeing the organization’s corporate governance affairs and related policies and procedures. Our Board of Directors and various committees ensure that our operations are managed in a responsible and prudent manner.

Working with our Portfolio Companies

We work closely with our portfolio companies to ensure their success and growth. We participate in the establishment of high-calibre boards and management teams, provide strategic guidance and supervision, and actively engage with them to promote sound business practices.

Board Committees

We have established Board committees to oversee our operations and ensure that our investment activities are aligned with our mandate:

1. Investment Committee:

This committee reviews and recommends our investment strategy, oversees the performance of our investments, and approves investment and divestment transactions.

We strive to generate bankable business ideas and conducive enterprise structures to attract investment, both private and public.

We believe that this will lead to the growth of our economy and the creation of new opportunities for Zimbabweans.

The title of the committee shall be: “INVESTMENTS COMMITTEE”

1. MANDATE AND BUSINESS OF THE COMMITTEE

1.1. In line with the Sovereign Wealth Fund Act of Zimbabwe [Chapter 22:20] as amended, the Committee is

empowered to carry out the mandate as set out herein. The Investments Committee (“the Committee”) is a

committee of the Board whose role is to assist the Board of Directors in discharging its responsibilities in respect of

proposals for the acquisition/disposals of assets, businesses and/or companies by the Mutapa Investment Fund and

mergers between any of its assets with other companies or potential investment assets (“investment

opportunities”). This includes such activities for the companies that are wholly are and partially owned by the

Fund,- namely, the State- Owned-Enterprises. (SoE’s). The Committee is accountable to the Board to properly

consider and evaluate any matters it has been assigned by the Board, which has ultimate responsibility for the

actions of the Committee.

1.2. The Committee shall provide assistance to the Mutapa Investment Fund ( MIF) Board of Directors in fulfilling their

oversight responsibility relating to the Fund’s contemplated investments and portfolio companies and investments.

The Investment Committee is responsible to the Board of Directors of MIF.

1.3. The committee assesses and evaluates opportunities, and provides its recommendations to the Board, for the

Board’s separate evaluation and approval. It is also subject to the limitations contained in the approval framework

1.4. In performing its assessment and evaluation, the Committee ensures that, amongst other things, such investment

opportunities align with the Board’s overall strategy, appropriately account for the Board requirements and create

meaningful value for the shareholders and other stakeholders.

2. LIMITATION OF MANDATE SCOPE

2.1. It is the responsibility of the Management to identify and assess investment opportunities and to present such

opportunities to the Committee.

2.2. It is the responsibility of the Committee to:(i) evaluate and assess such opportunities;(ii) provide recommendations

or guidance thereon to the Management; and (iii) if deemed appropriate, approve such recommendations to be

made to the Board in relation to such investment opportunities.

2.3. The Committee does not assume the roles, functions and responsibility of the Board and Management.

2.4. The Committee may engage the advice of independent professional advisors in its assessment and evaluation of

investment opportunities and may invite to its meetings, the attendance of outsiders with relevant experience and

expertise it considers necessary.

3. COMMITTEE COMPOSITION AND CONSTITUTION OF MEETINGS

3.1. The Committee shall comprise not less than seven (7) members including the Chief Executive Officer and the Chief Investment Officer.

3.2. The Deputy Chief Investment Officer shall not be a member of the Committee, but shall attend meetings of the Committee as an invitee.

3.3. A simple majority of members shall constitute a quorum. Invited participants are not part of the quorum and do not vote.

3.4. The failure by the Committee to have the minimum number of members does not limit or negate the authority of

the Committee or invalidate anything done by the Committee while their number is below the minimum number

3.5. The Board shall appoint a Chairperson from the members of the Committee.

3.6. The members of the Committee shall make a declaration of interests on any such matter tabled to the Committee

prior to any decisions by the Committee on such matter, and update that declaration whenever a relevant change

occurs. The declarations of interests shall be sent to the Board Secretary, for the attention of the Chair and

registered. Such member with declared interests cannot participate in the voting related to such interest in the Committee.

6. MEETINGS

4.1. The Committee shall meet quarterly and also when a meeting is convened by the Company Secretary on a need basis.

4.2. The Committee may conclude any matter requiring the approval of the Committee by means of a round-robin / written

resolution approved by a majority of members. Each such resolution shall be noted by the Committee at its next

meeting.

4.3. A notice of each meeting of the Committee, confirming the venue, time and date of such meeting and enclosing

an agenda of items to be considered shall be circulated to each member of the Committee by the Company

Secretary.

4.4. The Company Secretary (or their nominated alternate) shall act as secretary to the Committee, and shall be

responsible for keeping minutes of all meetings. Minutes of the meeting should be circulated in good time for

members to review.

4.5. The Chairperson of the Committee shall report to the Board at its next succeeding meeting.

7. DUTIES AND RESPONSIBILITIES

7.1. The functions of the Committee shall be to:

7.2. Procure and oversee the analysis and evaluation of investment opportunities.

7.3. Recommend to the Board the acceptance (subject to regulatory and legislative requirements) of specific

investment opportunities, provided that such recommendations receive the approval of a majority of the

independent non- executive Board members.

7.4. Oversee the implementation of specific investment opportunities which have been approved by the Board.

8. PERFORMANCE EVALUATION

8.1. The Committee shall conduct an annual self-assessment against the terms of reference to ensure it is operating

effectively and recommend any changes it considers necessary to the Board for approval. Individual performance

shall be assessed annually as part of the Board’s evaluation process.

8.2. The Committee will establish annual goals specifying its principal focus areas for the coming year, in line with

the Fund’s strategic objectives.

9. REVIEW

These ToRs must be approved by the Board and should be reviewed annually to ensure effective functioning of the

Committee, compliance with the latest corporate governance best practices and alignment with the Fund’s

responsibilities.

10. SOURCES OF LAW, GOVERNANCE & STANDARDS

These Terms of Reference are subject to the provisions of:

10.1. Constitution of Zimbabwe

10.2. Sovereign Wealth Fund of Zimbabwe Act [Chapter 22:20]

10.3. National Development Strategy 1

10.4. ZIMCODE and other corporate governance guidelines

10.5. Procurement Guidelines

10.6. Code of Ethics

10.7. Securities and Exchange Act [Chapter 24:25] and Regulations

10.8. Zimbabwe Stock Exchange (ZSE) and the Victoria Falls Stock Exchange (VFEX) Listing Rules

APPENDIX 1 – DETAILED GOVERNANCE GUIDELINES

Covering MIF and SoE Investment cash and non-cash activities

A. STRATEGY ON INVESTMENT ACTIVITIES

1. To provide advisory support on the development of the MIFs & SoE’s overall investment strategy.
2. To provide advisory support on strategic investment related issues.
3. To consider and approve strategic portfolio investments and divestments of the MIF in accordance with the MIF’s

policies. This includes approval of MIF and SoE investments based on certain thresholds as contained in Appendix

2.

As such, the Committee shall:

1. consider and agree with the MIF team as to definitions in the context of the governance objectives of the MIF, namely,

LFP– Long-term financial investment projects (M&A projects); CAPEX– Capital investment projects; REVEX–

Optimization projects.

2. consider any proposed investments, disposals and related matters as required by the MIF and SoEs in regard to, but

not limited to, risk issues (ethical, reputational, financial), liquidity and capital allocation, inter-generational

considerations, alignment with strategy, macroeconomic considerations, governance and accountability, integration

risk and financial performance measures.

B. OTHER RELEVANT ACTIVITIES

1. To report to the Board on decisions made where the Committee has delegated authority and obtain Board approval

where required as set out in Appendix 1.

2. Any other responsibilities as determined by the Board.

C. RESPONSIBILITIES AND PROCESSES

1. The primary responsibility of the Investment Committee is to oversee the Company’s evaluation of contemplated investment and portfolio companies on behalf of the Board and report the results of their activities to the Board. The Committee shall make recommendations to the Board in respect of the disinvestment of portfolio companies.

2. The Committee shall have the authority for and responsibility to evaluate and recommend investments to the Board.

The Committee shall review all contemplated investments by examining the financial history of the company, the

expected return on investment, the quality of management, the soundness of the business model, the capital

requirements, and the relationship between the company, its management and shareholders, and all known affiliates

of MIF. The Committee shall review and discuss with management the performance of portfolio companies. The

Committee shall examine the results of operations, the anticipated additional capital requirements, the return on

investment, the level of management support required, budgets, forecasts and variance reports. Where appropriate,

the Committee shall recommend the sale, spin-off or other disposition of under-performing portfolio companies.

3. The Committee shall review and discuss with management the diversity and risk of the Company’s investment

portfolio, and, where appropriate, make recommendations regarding the balancing of the investment portfolio.

4. The Committee shall review and evaluate all offers to purchase and dispose of portfolio companies.
5. When considering individual investment proposals, the Committee shall have regard to any due diligence that has been

undertaken.

6. The Committee will determine the nature of any ongoing monitoring of investments, disposals and property matters

and if required, have a clear means of measuring short term and long-term performance with clearly defined

benchmarks.

Fig 1: Typical Investment Committee Process Sequential Steps

D. MEETINGS AND ATTENDANCE

1. Notice of meetings shall be given by email not less than seven (7) days before the date fixed for the meeting, other

than in extraordinary circumstances where twenty-four (24) hour notice can be given.

2. The Committee should have access to sufficient resources and be provided with information of sufficient depth and

quality in advance of, during, and in between meetings to enable it to carry out its duties.

3. The Committee’s decision shall be on a majority vote and where there is an equal split of votes, the Chairperson of the

Committee shall have the casting vote.

4. Once the minutes have been approved by the Committee Chair, a copy of the minutes will be included in the papers

for the next Board meeting.

5. Minutes are not a verbatim recording of the meeting but

should accurately record the resolutions of the Committee,

key reasons for those decisions (where appropriate) and

actions arising.

6. Reports and other papers of the Committee shall be made

available to the Board of Directors upon request, provided no

conflict of interest exists.

E. CONFIDENTIALITY

1. All deliberations of the Committee and all records, materials

and information pertaining to the Fund obtained by a member

of the Committee, shall be considered confidential.

2. Committee members shall maintain the confidentiality of such

deliberations, and shall safeguard such records, material and

information from improper access.

3. The conduct of members regarding information shared by the Fund shall

be governed by the Fund’s Confidentiality Policy.

4. The contents of this IC ToR concern the actions of the MIF

and SoEs. Management is authorised to communicate the

relevant portions of this ToR with the SoEs.

2. Audit & Risk Management Committee:

We take a proactive approach to risk management, integrating risk management into our core business activities and decision-making processes.

Our risk management framework is designed to systematically identify, analyze, evaluate, treat, monitor, and review our risks.  

It also identifies, assesses, and manages risks to ensure that our investment activities are prudent and aligned with our risk appetite.                   

The committee reviews our financial statements, ensures compliance with regulatory requirements, and provides oversight on our internal audit function.

We are committed to transparency and accountability, making our financial statement statements publicly available.

Our consolidated group financial statements are audited by independent auditors, and our interim half-year financial statements are subject to review by external auditors.

We have a robust audit function in place to ensure that our financial statements are accurate, transparent, and compliant with regulatory requirements.

Our annual financial statements will be publicly available for review.

3. MANDATE AND BUSINESS OF THE COMMITTEE

In line with the Sovereign Wealth Fund Act of Zimbabwe [Chapter 22:20] (‘Act’) as

amended the Committee is empowered to carry out the mandate set out herein.

3.1.The Audit and Risk Committee (“Committee”) is established to assist the Board of Directors in fulfilling its oversight responsibilities

related to budget approvals, review of audited accounts, financial reporting, internal controls, risk management and compliance,

and making recommendations to the Board of Directors.

3.2.The Committee has direct and unobstructed lines of communication with the external and internal auditors, risk and compliance

officers, any external assurance providers and consultants appointed by the Fund to prepare the financial statements of the Fund.

3.3.The duties and responsibilities of the members apply to all members of the Committee and are in addition to those duties and

responsibilities that the Committee members have in their capacity as members of the Board.

3.4.The deliberations and work of the Committee do not reduce the individual and collective responsibilities of the Board with regard to

the fiduciary duties and responsibilities of the directors. The Board must continue to exercise due care and judgement in the exercise

of its functions, in accordance with their statutory obligations.

3.5.The Committee provides oversight and makes recommendations to the Board in respect of the matters within the scope of its

functions for the Board’s consideration and ultimate approval where required.

4. DUTIES AND RESPONSIBILITIES

4.1. The Committee is constituted as a statutory Committee of MIF Board, with a primary statutory duty to provide oversight, amongst

others, over the integrity of the financial statements, including interim reports and, to the extent delegated by the Board, other external

reports, as appropriate to be reviewed by the committee, as well as monitor the effectiveness of the Fund’s assurance functions and

services.

4.2. The oversight responsibilities of the Committee extend to ensuring that subsidiary companies of the Fund comply with all policy

provisions.

4.3. Financial Reporting

4.3.1. Consider and approve the budget in line with the Workplan.

4.3.2. Review and assess the integrity of financial statements.

4.3.3. Monitor compliance with accounting policies and applicable laws.

4.3.4. Monitor Financial Performance of the Fund.

4.3.5. Monitor financial performance of Fund Subsidiary Companies and other Investments

4.4. External Audit

4.4.1. To consider and review appointment of external auditors and recommend to the Board for approval.

4.4.2. To engage the external auditors to provide assurance on the Fund’s Financial Statements.

4.4.3. To recommend for approval by the Board of the terms of engagement and remuneration of the external auditor.

4.4.4. To monitor and report on the independence of the external auditor in the annual financial statements.

4.4.5. To ensure that there is a process for the Committee to be informed of any reportable irregularities identified and reported by the

external auditor to Management.

4.5. Internal Audit

4.5.1. Recommend appointment, performance assessment of the Head of Internal Audit.

4.5.2. To approve the Internal Audit Charter and Annual Plan

4.5.3. Maintain oversight and receive reports on the effectiveness of internal controls and systems for the Fund and its portfolio of

companies.

4.5.4. Assess effectiveness of the internal audit function of the Fund and its portfolio of Companies.

4.5.5. Review any related party transactions recorded in the year.

4.6. Risk Management:

4.6.1. Review and approve the Risk Appetite Framework of the Fund.

4.6.2. Assess the Fund’s risk profile.

4.6.3. Review and approve risk management policies and procedures.

4.6.4. Ensure compliance with internal processes and procedures.

4.6.5. Review on the effectiveness of the risk management systems for the Fund’s portfolio of Companies.

The Committee’s roles and responsibilities are to:

4.7. Report regularly to the Board on the activities, findings and conclusions of the Committee; and perform such other duties and functions

as may be delegated from time to time by the Board.

4.8. The Committee, in carrying out its duties under these TORs, may obtain such external and other professional advice as it may consider

necessary for this purpose.

5. LIMITATION OF MANDATE SCOPE

5.1. The Committee acts with accountability to the Board. The Chairperson of the Committee reports to the Board on the Committee’s

activities and matters discussed.

5.2. The Committee carries out its mandate and provides its recommendations to the Board, for the Board’s separate evaluation and

approval.

5.3. The Committee may engage the advice of independent professional advisors in its direction and oversight of audit and risk management

functions of the Fund.

5.4. The Committee does not assume the function of Management, and has no ultimate decision-making authority. The Committee does

not provide relief to Board members in terms of their collective and individual fiduciary duties.

6. COMMITTEE COMPOSITION AND CONSTITUTION OF MEETINGS

6.1. The Committee comprises six (6), non-executive directors of the Board. The Chairman of the Board is not eligible for election as

member of the Committee.

6.2. The members of the Committee all satisfy the requirements to serve as members of an audit and risk committee.

6.3. Members of the Committee have the necessary financial literacy, skills and experience to execute their duties effectively and shall have

combined knowledge of risk management, audit and assurance. This includes academic qualifications and/or experience in economics,

finance, accounting, commerce, law and risk management.

6.4. The Committee shall consist of six (6) members, all of which shall be non-executive directors.

6.5. The Board shall appoint a Chairman from the members of the Committee and the Board Secretary shall be the Secretary for the

Committee.

6.6. Members of the Audit and Risk Committee shall be appointed to hold office during their tenure as Board Members of the Mutapa

3. Environment, Social and Governance (ESG) Management Committee:

This committee ensures that our investments are sustainable and responsible, and that we integrate environmental, social, and governance considerations into our investment decisions.

4. Human Resources Committee:

This committee oversees the development of our human resources policies and procedures, ensuring that we attract, retain, and develop top talent.

We instill a dynamic modern management culture with emphasis on continual analysis, performance accountability, and improvement in line with long-term value creation.

Our goal is to maximize value for current and future generations through professional management of our funds, state-owned enterprises, and assets.

4.1 MANDATE AND BUSINESS OF THE COMMITTEE

In line with the Sovereign Wealth Fund Act of Zimbabwe [Chapter 22:20] (‘Act’) as

amended, the Committee is empowered to carry out the mandate set out herein.

4.2. The Human Resources, Remuneration & Nominations Committee contributes

to the formulation of, and approval of policies relating to the human capital,

remuneration, board nominations and terms and conditions of employment of

the management and staff and succession planning, management and

development of human resources and staff training. The Human Resources,

Remuneration & Nominations Committee is also responsible for MIF’s

organizational structure and governance, which drives corporate strategy.

4.3.The focus of the nominations function is to assist the board in recommending

director nominees to the boards of investee companies.

4.4.This is to ensure that the interests of shareholders are properly protected in

relation to the leadership and management of investee companies.

4.5. The Committee is also responsible for overseeing the corporate governance

of the investee companies’ boards, with particular reference to the balance of

skills, knowledge, experience and diversity of the directors.

4.6.Additionally, the Committee is responsible for ensuring that induction and ongoing training of directors takes place.

4.7.The Committee is established by the Board to review and monitor the integrity

of MIF’s human capital, remuneration, and board nomination policies and the

implementation thereof.

4.8.The duties and responsibilities of the members apply to all members of the

Committee and are in addition to those duties and responsibilities that the

Committee members have in their capacity as members of the Board.

3.8.The deliberations and work of the Committee do not reduce the individual and

collective responsibilities of the Board with regard to the fiduciary duties and

responsibilities of the directors. The board must continue to exercise due care

and judgement in the exercise of its functions, in accordance with their

statutory obligations.

3.9.The Committee provides oversight and makes recommendations to the board

in respect of the matters within the scope of its functions for the Board’s

consideration and ultimate approval where required.

3.10. The Committee has oversight and ensures that the Fund (including its

subsidiary companies) complies with all human resources, board nomination,

and remuneration principles as set out in the Board Charter and MIF’S

Corporate Governance Framework. This includes reviewing and overseeing

the development and implementation of the Fund’s nominations, human

resources and remuneration policies, to enable the Fund to attract and retain

employees, managers, executives, and board members to maintain a stable

and effective organisation.

3.11. In performing its mandate, the Committee ensures that its nominations,

human capital, and organisational culture direction aligns with MIF’s overall

strategy and goals to create value for shareholders and other stakeholders.

4. DUTIES AND RESPONSIBILITIES

The functions of the Committee shall include: human capital strategy; organisational

design; attraction and retention of critical and scarce skills; labour relations; labour

safety, health and medical care; compliance with good corporate governance vis-à-vis

labour laws and regulations and conformance to labour best practice standards;

succession planning; board nominations and board performance management.

4.1.Human Capital Management and Development

4.1.1. Review and recommend organisational structure changes to MIF in line

with the prevailing corporate strategy and the Act.

4.1.2. Review and facilitate strategic human capital interventions (e.g., job

evaluation, critical staff retention, staffing/manning levels, as well as

performance management strategies or frameworks) and employment

costs.

4.1.3. Review terminal benefits on retrenchments and packages on reengagements of staff.

4.1.4. Align employees’ remuneration and ensure equity among employees.

4.1.5. Review contracts and benefits thereto of executive and senior

management.

4.1.6. Review the terms of references of this Committee from time to time.

4.2.Nominations

4.2.1. Review the composition of the boards of Investee Companies and

ensure the board size and composition are appropriate to fulfil its duties,

and that members have the relevant mix of skills, experience and tenure

to discharge their mandates effectively.

4.2.2. Recommend the most appropriate appointments to the Fund’s board

committees from time to time, and fill any vacancies that may arise in any

of the committees.

4.2.3. Facilitate regular review of Board performance and track progress on

any areas previously identified for improvement through independently

facilitated board and committee performance assessments; and ensure

that the board is performing effectively in terms of its mandate.

4.2.4. Oversee board succession planning in order to maintain and preserve

institutional knowledge, experience, skill, continuity and diversity of

directors, with cognisance of MIF’s strategic imperatives; including

succession planning for individual board sub-committees to ensure their

continued effective operation.

4.2.5. Review the independence of the independent non-executive directors,

including consideration of any declarations of interest made by directors,

as regularly facilitated by the Company Secretary.

4.2.6. Review and consider eligibility for re-election of retiring directors as and

when retirement falls due, and ensure that all such directors are eligible

for, and have offered themselves for re-election.

4.2.7. Facilitate ongoing board training and skills development initiatives,

ensuring that board members have access to training material and regular

updates on changes in legislation, and industry trends.

4.3. Ensure that appropriate policies are in place for use by the Fund, including,

but not limited to the Human Resources Policy.

4.4. Design and implement a Board Appointment Framework for subsidiary

companies.

4.5. Review Human Resources disputes and reported cases of misconduct and

give advice to the Board on how to resolve the issues.

4.6. Report regularly to the Board on the activities, findings and conclusions of the

Committee; and perform such other duties and functions as may be delegated

from time to time by the Board

4.7. The Committee is subject to the limitations as contained in the approval

framework.

4.8. Appoint persons within the Fund to represent the Fund in engagements with

Government, Regulators and related stakeholders where appropriate with the

Chairperson of the Committee being authorised to act in this regard in

between Committee meetings.

4.9. The Committee, in carrying out its duties under these TORs, may obtain such

external and other professional advice as it may consider necessary for this

purpose.

5. LIMITATION OF MANDATE SCOPE

5.1.The Committee acts with accountability to the Board and does not assume the

functions of Management.

5.2.The Committee provides its recommendations to the Board, for the Board’s

separate evaluation and approval.

5.3.The Committee may engage the advice of independent professional advisors

in its direction and oversight of human capital and board nomination functions

of the Fund.

6. COMMITTEE COMPOSITION AND CONSTITUTION OF MEETINGS

6.1.The Human Resources, Remuneration and Nominations Committee shall

comprise of not less than four (4) members of the Board. A majority of members

of the committee shall be independent.

6.2.All members shall meet the membership requirements under applicable laws,

rules and regulations, and in line with best practice, as determined by the

Mutapa Investment Fund Board (the Board) from time to time.

6.3.Members of the Committee shall possess a mix of qualifications, experiences,

and skills to provide an appropriate balance for the performance of the duties

of the Committee.

6.4.Members shall have combined knowledge of human resources management

and legal competencies.

6.5.The Chairperson of the Committee shall not be the Chairman of the board and

reports to the Board on the Committee’s activities and all matters discussed.

The Company Secretary shall be the Secretary for the Committee.

6.6.Members of the Committee shall be appointed to hold office during their tenure

as Board Members of Mutapa Investment Fund.

6.7.The Board may remove, at any time, any member of the Committee at its

discretion and may accept resignation of any member of the Committee.

6.8.Where a vacancy occurs at any time in the membership of the Committee, it

shall be filled by an appointee of the Board.

6.9.The Chief Executive Officer and the Head of Human Resources shall not be

members of the Committee, but shall attend meetings of the Committee as

invitees, and where necessary, the Committee can decide to invite other nonmembers on a case-by-case basis.

6.10.A simple majority of members is a quorum. Invited participants are not part of

the quorum and do not vote.

6.11.The failure by the Committee to have the minimum number of members does

not limit or negate the authority of the Committee or invalidate anything done

by the Committee while their number is below the minimum number fixed in

accordance with these TORs.

7. MEETINGS

7.1. The Committee shall meet quarterly and also when a meeting is convened by

the Company Secretary on a need basis.

7.2. The Company Secretary shall prepare the Agenda for every meeting in

consultation with the Chief Executive Officer. The Agenda and all

accompanying documents shall be circulated to the members at least seven

(7) days prior to the date of the meeting.

7.3. Notice of meetings shall be given by email not less than seven (7) days before

the date fixed for the meeting, other than in extraordinary circumstances

where twenty-four (24) hour notice can be given.

7.4. The Committee may conclude any matter requiring the approval of the

Committee by means of a round-robin / written resolution approved by a

majority of members. Each such resolution shall be noted by the Committee

at its next meeting.

7.5. The Committee’s meetings may be held either in person or virtually provided

all participants are able to communicate with each other simultaneously.

7.6. A majority of the Committee members shall constitute a quorum. For

avoidance of doubt, majority shall mean 50 percent plus 1.

7.7. Each member of the Committee shall have a single vote and invited attendees

shall have no voting rights on matters presented for deliberations.

7.8. The Committee’s decision shall be on a majority vote and where there is an

equal split of votes, the Chairman of the Committee shall have the casting

vote.

7.9. The Secretary shall accurately record the proceedings of all meetings and the

minutes shall be circulated to the Chairperson and Committee members for

sign off.

7.10.The Committee, through its Chairperson, shall report to the Board on all

deliberations of the Committee at the first subsequent meeting of the Board.

7.11.A notice of each meeting of the Committee, confirming the venue, time and

date of such meeting and enclosing an agenda of items to be considered shall

be forwarded to each member of the Committee (including for this purpose the

CEO and the HRD).

8. PERFORMANCE EVALUATION

8.1. The Committee shall conduct an annual self-assessment against the terms of

reference to ensure it is operating effectively and recommend any changes it

considers necessary to the Board for approval. Individual performance shall

be assessed annually as part of the Board’s evaluation process.

8.2. The Committee will establish annual goals specifying its principal focus areas

for the coming year, in line with the Fund’s strategic objectives.

9. REVIEW

These Terms of Reference must be approved by the Board and should be reviewed

annually to ensure effective functioning of the Committee, compliance with the latest

corporate governance best practice and alignment with the Fund’s responsibilities.

10.CONFIDENTIALITY

10.1.All deliberations of the Committee and all records, materials and information

pertaining to the Fund obtained by a member of the Committee, shall be

considered confidential.

10.2.Committee members shall maintain the confidentiality of such deliberations,

and shall safeguard such records, material and information from improper

access.

10.3.The conduct of members regarding information shared by the Fund shall be

governed by the Fund’s Confidentiality Policy.

5. Executive Committee (EXCO):

This committee provides strategic direction and oversight on our investment activities, ensuring that we achieve our objectives.

We prioritize good corporate governance practices across all our portfolio companies through ensuring that they have robust decision-making and accountability systems, including Boards with the right capability and engagement..