GSCM

Contact Us

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

info@gscmuk.com

QUICK Links

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

  • without a vote from the member in question (if ever), to confirm or dismiss members of the Board, the IC, the ROC, or the ARC, either by recommendation or internal election (new appointments require majority vote of all members of the group in question, such as the ROC);

  • to adopt or amend a Code of Ethics and Fund By-Laws;

  • to approve or negotiate prior to approval (as necessary) terms proposed by the PMs or member(s) of the governance structure to engage, at the Fund’s expense, that member’s respective organisation or affiliated consultants for environmental and social impact monitoring and evaluation of all portfolio holdings and the Fund at large;
     

  • to approve or amend budgets, including PMs fees and expenses and committee representative remuneration. This will serve as a final approval, by way of a simple majority vote, on ARC’s proposal;
     

  • to approve partnerships and long-term service contracts (if any);
     

  • to approve any transaction in excess of £10 million;
     

  • to approve or deny conflict of interest interactions or transactions by way of a simple majority vote. If it is a Board member’s conflict of interest that is being voted on, that Board member’s vote will not be counted in the vote as to whether or not the Board will approve the conflict of interest interaction or transaction;
     

  • to suspend or terminate the Investment Period, either by recommendation from the IC or by internal election;
     

  • to reinstate the Investment Period following a suspension that was either voted for or automatically triggered, per a key person or for cause event, either by recommendation from the IC or by internal election (requires supermajority vote);
     

  • to dissolve GSCM, either by recommendation from the IC or by internal election (requires prior termination of Investment Period and supermajority vote);
     

  • to engage independent counsel, at the Fund’s expense (requires supermajority vote)Investment Committee

  •  

  • Role & Objectives: The Investment Committee (“the IC”) will be established to oversee the investment and divestment activities of the Project Managers (“PMs”).

     

  • Members & Composition:

     

    The IC will consist of the following members:
     

  • (2) Investment professionals that specialise in investment analysis, valuation methodology and private investment due diligence and who understand the complexities in frontier and emerging markets private equity and project finance. Of these members, one will act as Committee Chair. The Committee Chair will be appointed by the Managing Director of GSCM. The Chair will also sit on the Board;
     

  • (1) Environmental, Social and Governance professional that specialises in ESG strategy, policies, framework, measurement and reporting;

     

  • (1) Representative from the PMs (one director);
     

  • (1) Secretary

     

  • When the Board considers a final investment proposal, during the IC’s deliberations, (1) director or senior executive from the prospective investee.

     

    The IC should have the appropriate balance of skills, experience, independence and knowledge of GSCM to enable it to discharge its duties and responsibilities effectively. The IC should comprise a balance of executive and non-executive directors such that no individual or small group of individuals can dominate the IC’s decision-making.

  •  

  • Terms of Appointments: All members referred to in (a) and (b) will serve a three-year term. The members referred to in (c) and (d) will serve for a five-year term, which may be renewed for one additional five-year term with the ARC Chair’s approval. The members referred to in (e) will serve on ad-hoc bases. Retiring members may be reappointed. All members of the Committee shall previously have been directors with recent and relevant investment experience and at least one of whom shall have relevant professional experience in developing and maintaining Environmental, Social and Governance strategy policies, frameworks, measurements and reporting tools.

     

  • Member Resignation: In the event a member (excluding the Chair of the Committee) should be unable to serve the remainder of his or her term, the matter will be submitted to the Chair of the Committee. The Chair of the Committee will be responsible for reconstituting the Committee. In the event the Chair of the Committee should be unable to serve the remainder of his or her term, the Chair of the Board will nominate one of the other Committee members as interim Chair of the Committee. The new Chair of the Committee will be responsible for reconstituting the Committee.

TERMS OF REFERENCE