These Terms of Reference set out the authorities and responsibilities delegated to the Committee by the Board.
The principal role of the Committee is to assist the Board in developing, articulating, and managing risk in Capetra. These include overseeing current and future risk exposures and crafting the appropriate risk strategy to deal with these risks. The risk committee in doing this will develop and monitor the effectiveness of the risk management framework, including risk appetite, risk policies, key process and controls, and the promotion of a risk-awareness culture and regularly update same.
The Committee shall comprise of a representative each from the compliance, legal, and investment team of Capetra. The Committee shall comprise a minimum of three persons from the aforementioned. The committee members and its chairman shall be nominated by the Board.
In the absence of the Committee Chairman, the members present at any meeting of the Committee shall decide on who shall chair the Committee meetings for the period of the Chairman’s unavailability.
Each member of the Committee shall disclose to the Committee:
the nature of any direct or indirect interest in any proposed transaction, or
any direct or indirect, actual or potential conflict with the interests of the Company arising in relation to any business of the Committee.
Any such member shall abstain from voting on resolutions of the Committee in relation to which such interest exists and from participating in the discussions concerning such resolutions to the extent that such engagement in the transaction, arrangement, or conflict has not been approved by the Board.
The Committee shall nominate a secretary in respect of its meetings.