Governance and Sustainability

Investment committee

Mandate and terms of reference

 
1

Introduction

 

1.1

The investment committee (“the committee”) is constituted as a committee of the board of directors of Sun International Limited (“the Company”). The duties and responsibilities of the members of the committee are in addition to those as members of the board.

1.2

The deliberations of the committee do not reduce the individual and collective responsibilities of board members in regard to their fiduciary duties and responsibilities, and they must continue to exercise due care and judgement in accordance with their statutory obligations.

1.3

These terms of reference are subject to the provisions of the Companies Act, the Company’s Memorandum of Incorporation and any other applicable law or regulatory provision.

 
2

Purpose

 

The purpose of the committee is to:

2.1

consider and evaluate the viability of proposed investment opportunities, disposals and expansion projects, for recommendation to the board for their consideration and approval.

 
3

Composition of the Committee

 

3.1

The committee shall consist of no less than three members.

3.2

The Chairman of the committee (“the Chairman”) (who shall preferably be an independent non-executive director) and members of the committee shall be appointed by the board and shall comprise non-executive directors, the majority of whom shall be independent.

3.3

The Secretary of the Company shall be Secretary to the committee.

3.4

The members of the committee as a whole must have sufficient qualifications and experience to fulfil their duties.

3.5

Meetings are attended by the Chief Executive, the Chief Financial Officer, and the New Business Development Manager by invitation of the committee.

 
4

Quorum

 

4.1

The quorum for a meeting shall be a majority of the members present throughout the meeting.

4.2

Recommendations of the committee shall be carried by vote of the majority of members present at meetings.

 
5

TERM

 

The board shall have the power at all times to alter the size of the committee, or to remove any members from the committee and to fill any vacancies created by such removal, and shall review the composition of the committee annually, as soon as practicable after the annual general meeting.

 
6

Reporting Responsibilities

 

6.1

The committee reports to the board through its Chairman who shall report at each board meeting on matters relating to the committee in accordance with these terms of reference.

6.2

The Chairman shall also be available to discuss any matters of a sensitive nature arising from the meetings of the committee with directors who are not members of the committee on request.

6.3

The names of the members of the committee, the number of formal meetings held and attendance by each member during the financial year shall be published in the Group’s Integrated Annual Report.

 
7

Authority

 

7.1

The committee acts in terms of the delegated authority of the board as recorded in these terms of reference.

7.2

The committee shall have the authority to:

 

7.2.1

access any information it needs to fulfil its responsibilities;

 

7.2.2

seek independent advice at the Company’s expense in terms of the Company’s Professional Advice Policy;

 

7.2.3

investigate matters within its mandate; and/or

 

7.2.4

consult with the Chief Executive and other Group executives.

7.3

This mandate shall be reviewed by the committee on an annual basis and any proposed amendments to the mandate shall be recommended to the board for their consideration and approval.

 
8

Procedure

 

8.1

Meetings of the committee will be held on an ad hoc basis and often on short notice.

8.2

Informal consultation shall occur as and when required.

8.3

Papers for consideration by the committee shall be submitted, in the normal course, at least five days before a meeting to enable members the time for study and, if required, prior informal discussion.

8.4

Minutes of the meetings of the committee shall be circulated by the Secretary. Minutes will also be circulated to the other directors who are not members of the committee.

9

Terms of Reference

 

The committee shall:

9.1

taking into consideration the Company’s strategic goals, review, challenge and approve for recommendation to the board specific major investment proposals;

9.2

evaluate and make recommendations to the board on proposed acquisitions, new development projects and/or disposals of assets including the effect they may have on the Group’s funding capacity;

9.3

ensure appropriate independent advice is sought in relation to major investments;

9.4

ensure correct and appropriate due diligence procedures are followed in respect of any investment related transaction;

OTHER

9.5

keep under review:

 

9.5.1

the domestic and global economic, and where appropriate, political conditions and outlook; and

 

9.5.2

trends and major issues in relevant investment markets and consider their implications for the Company’s strategy;

9.6

 

review such other investment related matters as may be directed by the board from time to time; and

9.7

 

carry out an annual self-evaluation of its own performance, the results of which shall be reported to the board.