Terms of Reference

Grit Real Estate Income Group (previously known as Mara Delta Property Holdings) is and remains fully committed to the principles of the Code of Corporate Governance of Mauritius and 
the Code of Corporate Practices and Conduct set out in King III, compliance with relevant laws, regulations and best practice connected with corporate governance and responsible corporate citizenship.

The directors conduct the enterprise with integrity and in accordance with generally acceptable corporate practices. This process includes timely, relevant and meaningful reporting to all stakeholders providing a proper and objective perspective of the Company and its activities.

Mechanisms and policies, appropriate to the Company’s business, have been put in place, reflecting the Board’s commitment to best practices in corporate governance and compliance with the Code of Corporate Governance of Mauritius, King III and relevant laws, regulations and best practice connected with corporate governance and responsible corporate citizenship. The Board reviews these from time to time.

In order to achieve the above the actions taken by the directors are summarised below:

Board of directors

The Board is responsible for the day-to-day management of the Company’s business, the Company’s strategy,
key policies and the approval of financial objectives and targets. It acts as the focal point for and custodian of the Company’s corporate governance and ensures that GRIT is a responsible corporate citizen in light of the impact its operations might have on the environment and the society in which it operates.

The Board’s responsibilities are formalised by way of a charter, which is reviewed on an annual basis.

The Charter sets out its responsibilities for the adoption of strategic plans, monitoring of operational performance and management, communication policy and director selection, orientation and evaluation and determination of policy and processes to ensure the integrity of the Company’s risk management and internal controls.

The Board has established a number of committees to give detailed attention too certain of its responsibilities. All these sub-committees operate under Board approved mandates and terms of reference. Save for the Executive Committee, all other committees are chaired by an Independent Non-executive Director.

Certain functions are delegated by the Board to the Audit and Risk Committee, the Remuneration and Nomination Committee and the Investment Committee. The Board and its members are conscious of the fact that such delegation of duties is not an abdication of the Board members’ responsibilities. The various committees’ terms of reference have been drafted in line with the increased requirements as set out by the SEM Rules, JSE Listings Requirements and the Code of Corporate Governance of Mauritius King III.

The Board has also delegated the day-to-day business activities of the Company to the Executive Committee. This committee is responsible for ensuring that Board decisions are effectively implemented in line with its mandates. The Board ensures that the role and function of the CEO is formalised and that the CEO’s performance is evaluated against specific criteria. The Chairperson, or a sub-committee appointed by the Board, appraises the performance of the CEO at least annually.

Although members of the Board are appointed by the Company’s shareholders, the Board has the authority to appoint directors to fill any vacancy that may arise from time to time. These appointments are ratified by shareholders at the following Annual General Meeting.

In accordance with the Company’s Constitution, all directors are subject to retirement by rotation and re-election by the Company’s shareholders annually.

The Remuneration and Nomination Committee is tasked with identifying and recommending suitable board candidates for the Board’s consideration through a formal process. In summary directors are appointed based on their specific skills set, industry expertise and experience as well as the overall level of contribution they can make to the activities of the Group.

New appointees are appropriately familiarised with the Group’s business through a formal induction programme which the Board has established. The programme aims to familiarise incoming directors with the Group’s operations, senior management and its business environment, and to induct them in their fiduciary duties and responsibilities, including but not limited to SEM Rules and JSE Listings Requirements. Directors continue to receive ad hoc briefings from time to time on relevant new laws and regulations as well as on changing economic risks.

The directors have a working understanding of applicable laws. The Board ensures that the Company complies with applicable laws and considers adherence to non-binding industry rules and codes and standards.

The information needs of the Board are reviewed annually and directors have unrestricted access to all Company information, records, documents and property to enable them to discharge their responsibilities effectively. Efficient and timely methods of informing and briefing Board members prior to scheduled Board meetings are in place.

The Board has identified and continuously monitors key risk areas, key performance areas and non-financial aspects relevant to the Group. They are, on an ongoing basis, provided with information in respect of key performance indicators, variance reports and industry trends.

The Board has disclosed details in their directors’ report of how it has discharged its responsibilities to establish an effective compliance framework and process.

The Board evaluates the Chairman’s performance and ability to add value to the Company on an annual or such other basis as the Board may determine.

Board meetings are held at least quarterly, with additional meetings convened when circumstances necessitate.

The Board has set the strategic objectives of the Company and has determined the investment and performance criteria and continues to be responsible for the sustainability, proper management, control, compliance and ethical behaviour of the businesses under its direction.

The Board has agreed a policy detailing the manner
in which a director’s interest in transactions are to be determined, and accordingly addressed. The policy also manages the interested director’s involvement in the decision-making process.

Real or perceived conflicts are disclosed to the Board and managed in accordance with the predetermined policy used to assess a director’s interest in transactions. In respect of the non-executive directors, their independence is reviewed by the Board from time to time and it is the Company’s belief that, unless the directors have newly acquired recent interest in the Company, passage of time does not lead to a lack of independence.

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