6.3 Investment Committee

Investment Committee
1. Purpose
The purpose of the Investment Committee is to act on behalf of the Board by considering
transactions mandated to the Committee by the Board
2. Composition
The committee shall consist of at least one non-executive director.
Invitees of the meetings of the Committee shall consist of any board members who wish to
attend, the CEO and any other person who the Committee invites to its meetings.
3. Timing and Frequency of meetings and quorum

i. The quorum for the meeting shall be a majority of the Committee members including the
non-executive director(s)
ii. The quorum for decisions of the Committee, in the event that a decision cannot be arrived
at by consensus, the matter will be put to vote and majority of the vote will conclude the
vote. In the case of a tied vote, the Chairperson may cast a deciding vote.
4. Mandate
The Committee will preside over transactions presented to it by management and will ensure
that the following criteria is met.
i. Consider transactions where investment is in companies with an enterprise value of
not more than R 200 million.
ii. Consider investments in companies that operate and generate their revenue in South
Africa. There is a 20% fund allocation to investments in the Rest of Africa.
iii. Ensure a 60/40 split between buyout and growth investments.
iv. Initial investment into any company to not exceed 15% of committed capital.
v. Any investments that exceed the 15% of committed capital to be considered by the
Committee if approved then transactions to be referred to the Board for final approval.
vi. Confirm that appropriate due diligence procedures are followed when acquiring or
disposing of assets;
vii. Ensure that the appropriate executive, supported by the persons who are sufficiently
knowledgeable about the transactions present them to the Committee and
viii. All the rules regarding management of conflicts of interest approved by Board will apply
to the proceedings of the Committee.
5. Delegation
The Investment Committee is a subcommittee of the Board that is responsible for considering
and approving new investments, the extension and disposal of existing investments, and to
consider and make recommendations to the Board regarding all other investments falling
outside its mandate. The Board remains ultimately accountable for all delegated
responsibilities.
The Committee has an independent role with accountability to the Board. The Committee does
not assume the functions of management of the Company, which functions remain the
responsibility of the Company’s executive directors, executive management or senior
managers.
6. MEMBERSHIP
[King IV, principle 8, RP 43(a)]
6.1 Composition
The members of the Committee shall be appointed by the Board and shall comply with
the following membership composition criteria:
 the Committee shall consist of at least (3) three members, which members must be
non-executive directors of the Company, of which the majority shall be independent
non-executive directors; [King IV, principle 8, RP46]
 the Chairman of the Committee shall be an independent non- executive director.
The members of the Committee as a whole must have sufficient qualifications, knowledge,
skills, experience and capacity to execute their duties effectively. [King IV, principle 8, RP
45]
6.2 Appointment
On recommendation by the Nomination Committee, the Board shall appoint the members of
the Committee and fill any vacancy as and when required.
The Board shall elect the Chairman of the Committee and shall determine the period for which
the Chairman shall hold such office. [King IV, principle 16, RP6]
6.3 Duration of Membership
Members of the Committee shall be appointed for such period of time as the Board requires.
6.4 Termination
The Board may terminate the membership of any member of the Committee.
Members of the Committee may resign by giving written notice thereof to the Committee
Chairman, with a copy to the Company Secretary who will notify the Board of any such
resignations as soon as reasonably possible.
7. Meeting procedures
7.1 Frequency
The Committee must hold sufficient scheduled meetings in order to discharge all of its duties
and will meet at least 4 (four) times a year, or more frequently as circumstances dictate.
Meetings, in addition to those scheduled, may be held with approval of the Chairman of the
Committee or at the request of the Chairman of the Board.
7.2 Attendance
Members of senior management, assurance providers and professional advisors may, at the
board’s discretion, be in attendance at meetings, but by invitation only and they may not vote.
Board members must attend all scheduled meetings of the board, including meetings called
on an ad hoc-basis for special matters, unless prior apology, with reasons, has been submitted
to the chairman or company secretary.
The company secretary is the secretary to the board. If the nominated chairman of the board
is absent from a meeting, the members present must elect one of the members present to act
as chairman.
7.3 Agenda
The Company Secretary of the Company (“Company Secretary”) shall, in consultation with
the Chairman of the Committee, draft an agenda for the forthcoming Committee meeting,
which shall be circulated, with supporting documentation and a notice of the Committee
meeting, to the members of the Committee (and where applicable to anyone invited to attend
the meeting) at least five days prior to forthcoming meeting, so as to provide members of the
Committee (and where applicable to anyone invited to attend the meeting) with reasonable
notice of the meeting and of the business to be conducted at the meeting. The members of
the Committee shall be entitled to make such agenda proposals as they may consider
necessary.
The Committee must establish an annual work plan for each year to ensure that all relevant
matters are covered by the agendas of the meetings planned for the year. The annual work
plan must ensure proper coverage of the matters laid out in these Terms of Reference.
Quorum
A quorum for meetings of the Committee shall be a majority of members present in person or
via Conference.
Persons who are in attendance at Committee meetings by invitation do not form part of the
quorum for Committee meetings.
Committee Resolutions
Each member of the Committee has one vote on a matter before the Committee and a majority
of the votes cast on a resolution at a Committee meeting is sufficient to approve that resolution.
A resolution in writing (“round robin resolution”) signed by a majority of the members of the
Committee at the time when such resolution is released for signature, shall be as valid and
effectual as if it has been passed at a duly constituted meeting of the Committee, provided
that each member of the Committee shall have received notice of the matter to be decided
and, thereby, have been afforded a reasonable opportunity to express an opinion on the
matter to which such resolution relates. [Section 74 of the Act]
Any round robin resolution:

 may be signed or accepted in any electronic form and in any number of counterparts,
all of which, taken together, shall constitute one and the same document;
 may, in signed or unsigned form, be conveyed or transmitted by telefax, e-mail or any
other form of electronic means,

subject to any conditions decided upon by the Committee.
The passing of round robin resolutions of the Committee must not detract from the
requirements for frequency of Committee meetings as set out in these Terms of Reference.
All round robin resolutions should be tabled at the next Committee meeting for noting.

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Investment Committee

3. Timing and Frequency of meetings and quorum

6.3 Duration of Membership

Any round robin resolution:

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