GSCM

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Global Sustainable Capital Management (UK) Limited
71-75 Shelton Street, London
WC2H 9JQ, United Kingdom

info@gscmuk.com

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© 2015 Global Sustainable Capital Management (UK) Limited or its affiliated companies. All rights reserved. Authorised and regulated by the Financial Conduct Authority.

​​​The Board delegates the management and day-to-day running to a Managing Director in accordance with such policies and directions as the Board may from time to time determine with the exception of the following matters which require the approval of the Board:

 

  • annual plans, risk appetite and performance targets for all GSCM entities;

     

  • the establishment of effective procedures for monitoring and control of operations including internal procedures for audit, risk and compliance;

     

  • the authority or the delegation of authority to approve credit, risk limits, an acquisition, disposal, investment, capital expenditure or realisation or creation of a new venture;

     

  • appointments to the positions of significance; and

     

  • any substantial change in the policies established from time to time by the Board for balance sheet management including capital adequacy, credit, liquidity, maturity structure of assets and liabilities, interest rate and exchange rate risks and asset concentration both geographically, by sector and global business.

     

  • approve any actions that require shareholder approval. In addition to Board approval, these situations will also require shareholder approval in the form of an Ordinary or Special Resolution, as defined by the Companies Act 2006.

  • upon referral from the ROC, or a simple majority of the shareholders, investigate and decide whether or not GSCM should require Forest Finance to remove the current fund manager from GSCM’s account and replace them with a new person with support of the Board. Referral from the ROC requires a simple majority. The decision by the Board to remove the fund manager will be by way of a simple majority. The vote as to whether or not to replace the fund manager will take place as soon as possible, but no longer than 3 months after its initial referral to the Board.

     

  • if the ROC referred the matter to the Board, the Chair of the ROC must abstain on the vote regarding whether or not to remove the fund manager. However, the ROC Chair may vote on who the replacement will be if the decision is taken to remove the current fund manager.

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    The Board’s responsibilities include, but are not limited to:

     

  • the oversight of corporate governance. It shall oversee or delegate responsibility for the oversight of corporate governance to one or more Committees of the Board, as it sees fit, for:

    development and review of GSCM policies and practices on corporate governance;

    review and monitoring of training and continuous professional development of directors and senior management;

    review and monitoring of GSCM policies and practices on compliance with legal and regulatory requirements; and

    development, review and monitoring of the application of the sustainability charter and the compliance manual (if any) applicable to employees and directors.

 

  • to vote on matters submitted by the IC, the ROC, the ARC or the PMs;
     

  • to monitor and evaluate the performance of the IC, the ROC, the ARC and the PMs;
     

  • to address extraordinary situations such as legal or regulatory matters from external authorities, or disputes or claims from fund service providers (if any);
     

  • to assist any underlying or associated units that cannot internally resolve a matter over which that unit has jurisdiction;

     

  • to obtain appropriate insurance policies to protect individuals on the GSCM Board, the IC, the ROC and the ARC against any liabilities for their involvement in the Fund (e.g., Directors & Officers Insurance);

     

  • to review quarterly and annual reports furnished by the IC, the ROC, the ARC and the PMs, and with the assistance of a secretary, to compile annual reports into a single document, supplement the document with a Board report and publish annual Board reports;

     

  • to maintain records of all correspondence and actions taken by the Board.
     

    Powers of the Board to delegate: 

     

  • The Board may delegate and confer on any directors holding executive office any of its powers, authorities and discretions (including the power to sub-delegate to non-executive employees) for such time and on such terms as it thinks fit.

     

  • The Board may establish any local or divisional boards or agencies for managing the business of the Group in any specified locality and delegate and confer on any local or divisional board, manager or agent so appointed any of its powers, authorities and discretions (including the power to sub- delegate) for such time and on such terms as it thinks fit.

     

  • The Board may also, by power of attorney or otherwise, appoint any person or persons to be the agent of the Company and may delegate to any such person or persons any of its powers, authorities and discretions for such time and on such terms as it thinks fit.

     

  • Decision-Making Powers: Members referred to in (a), (b), (c), (d) and (e) will have the following decision-making powers, per simple majority voting of the members present at a quorate Board meeting, (unless otherwise noted) and additional stated requirements (if any), on a one-person-one-vote basis:
     

  • to ratify or amend the members of the IC, the ROC and the ARC;
     

  • following a formal request, to ratify or amend policies or procedures that direct an associated or underlying unit’s administration of responsibilities;
     

  • to adopt the Fund’s Objectives, Investment Policy Statement, Investment Strategy and Eligibility Criterion for new investments;
     

  • following a joint recommendation from the ROC and the IC and non-binding input, if any, from the Fund Manager, to amend the Fund’s Objectives, Investment Policy Statement, Investment Strategy and Eligibility Criterion for new investments;

TERMS OF REFERENCE