Investment Committee Charter
The primary purpose of the Investment Committee (the “Committee”) of the Board of Directors (the “Board”) of Alujain Corporation (the “Company”) is to assist the Board in establishing investment guidelines and supervising the investment activities subject to the Board approval. The Committee shall regularly monitors investment results, reviews compliance with the Company’s investment objectives and guidelines, and ultimately reports the overall investment results to the Board. The Committee will also assist the Board in performing any activities/tasks as delegated to it by the Board, in order to facilitate the smooth investment operations of the Company.
The following functions shall be the common recurring activities of the Committee in performing its responsibilities. These functions are set forth as a guide with the understanding that the Company may diverge from this guide as appropriate given the circumstances:
- defining investment strategy and investment policies (subject to approval of the Board) and guidelines, including policies and guidelines regarding asset classes, asset allocation ranges, prohibited investments and valuation
- to review and approve investments made by or on behalf of the Company as per the defined limits by the Board
- to review proposed new investments and to monitor that the investments made are in compliance with the investment policies and procedures
- to consider whether a proposed investment is a related party transaction and requires special attention, review and approval by the Board
- to review and approve periodically any investment benchmarks or other measurement devices employed by the Company to monitor the performance of its investment
- to review the Zakat/taxation treatment and zakat/taxation compliance issues associated with these investment transaction
- to review the accounting and disclosure treatment of each investment transaction as to ascertain that these are fairly presented as per the generally accepted accounting standard
- to monitor on an ongoing basis the performance of the Company's investment advisers and retain and terminate such advisers as it deems appropriate
- to perform such other responsibilities regarding the Company's investment activities or policies or other matters as the Board may from time to time assign the Committee
- carry out any other function that may be required of the Committee from time to time by the Board or in accordance with Board policy
- The Committee shall have the powers and authority of the Board in performing and approving activities empowered to it by the Board except the following:
- Approving the annual budget
- Approving the periodic and annual financial reports.
- Approving the Company’s business strategies.
- The resolutions of the Committee are reported to the Board of Directors at their next meeting.
- The Committee shall have authority to retain consultants and other advisors as it is deemed necessary to carry out its duties.
- The Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities, and may retain, at the Company's expense, such independent counsel or other advisers as it deems necessary for the proper performance of its responsibilities. The Company's President, with the approval of the Committee shall have the authority to retain or terminate any consultant or advisor retained at the direction of the Committee or the Company's President to assist the Committee in carrying out its responsibilities, including authority to approve the fees or other compensation, and other retention terms, of such consultant or advisor, such fees or other compensation to be borne by the Company.
The Committee Structure
- The Committee shall be comprised minimum of 3 members of the Board.
- Members of the Committee shall be appointed by the Board upon the recommendation of the Nomination & Remuneration and Social Responsibility Committee, and may be removed by the Board at its discretion.
- One of the members shall serve as the Chairperson of the Committee.
- The Committee term of office shall be for a period not to exceed the office of the Board. The membership of a Committee member, if he/she is a director, shall come to an end at the expiry of his membership of the Board or by his/her voluntary resignation from the Committee membership. Non-director’s membership will cease by way of his/her resignation or at the end of the Committee’s term. The Board may remove a Committee member from the membership by a majority vote.
- The Committee shall establish a regular meeting schedule, which shall be at least two times annually or more frequently as circumstances require.
- The Chairperson of the Committee or a majority of the members of the Committee may also call a special meeting of the Committee.
- A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.
- All actions of the Committee will require the vote of a majority of its members present at a meeting of the Committee at which a quorum is present.
- The Committee shall maintain minutes of its meetings and shall regularly report on its actions to the Board.
- The Committee shall have access to any of the books and records of the Company that the Committee shall consider relevant to carrying out its duties and may require any officer or employee of the Company to attend meetings of the Committee and provide to it any information available to the Company relevant to the Committee's activities, except as the Board may otherwise direct.
- The Committee shall evaluate its performance annually and shall report its findings to the Board. The Committee evaluation shall include an assessment of the performance and commitment of each member to the activities of the Committee.