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Governance

ARC Investments is committed to sound governance and the application of the highest ethical standards in the conduct of its business and affairs. The company is led, managed and controlled in Mauritius by an experienced, multinational and independent Board of Directors that has final oversight and responsibility in respect of ARC Investments’ business, strategy and key policies. This includes the investment in the ARC Fund. ARC Investments is a limited partner in the ARC Fund, an en-commandite partnership established in South Africa. It thus plays no role in the management or investment decisions of the ARC Fund.

The General Partner of the ARC Fund is the UBI General Partner Proprietary Limited (UBI GP), which is responsible for the day-to-day management of the ARC Fund whilst the Limited Partner is a passive investor. The General Partner is 100% owned and controlled by UBI and accordingly is a Black-owned and Black-controlled company. The relationship between ARC Investments, UBI GP and the ARC Fund is governed by the Partnership Agreement, which determines the authority and responsibility of the entities in the partnership. The governance structures and processes in the partnership are largely aimed toward ensuring that the parties to the partnership fulfil their responsibilities under the Partnership Agreement and that ARC Investments meets its obligations to its shareholders and other stakeholders.

The ARC Investments Board has as its key purpose to ensure that the company is well-governed and that it adheres to the key requirements of Mauritian Company Law as well as the listing requirements of the JSE in South Africa. Since ARC Investments was established to create a Broad-based Black-controlled capital raising and investment vehicle, the Board also has a purpose to ensure that this arrangement remains intact.

The ARC Investments Board currently consists of four independent Non-executive Directors and one Non-executive Director, the majority of whom are Non-South African residents. Pursuant to compliance with Mauritian regulations, the Board composition includes two Mauritian resident Directors. The Board is satisfied that there is a clear division of responsibilities to ensure a balanced distribution of power, time and authority so that no one Director has unfettered powers of decision making.

ARC Investments has only one employee, which is the Chief Financial Officer.

African Rainbow Capital Investments Board Members

African Rainbow Capital Investments Audit & Risk Committee

African Rainbow Capital Investments Nomination & Remuneration Committee

African Rainbow Capital Investments Employee

UBI General Partner

The General Partner of the ARC Fund is the UBI General Partner Proprietary Limited (UBI GP), which is responsible for the day-to-day management of the ARC Fund whilst the Limited Partner is a passive investor.

The Board of Directors of UBI General Partner is ultimately responsible to ensure that UBI GP discharges its duties and responsibilities as General Partner.

To this end it must ensure:

  • Proper governance processes while conducting the business of the ARC Fund.
  • Sufficient and timeous information flow for purposes of reporting, both internally and externally, in respect of the Company, the ARC Fund and ARC Investments.
  • That ARC performs the duties that have been outsourced in terms of the Investment Services Agreement.

UBI GP is responsible for the general investment review of the ARC Fund as well as the management of the pipeline and liquidity of the ARC Fund. The General Partner also provides representation on the Boards of Directors of portfolio companies (where appropriate). It is responsible for the preparation of the quarterly, half-year and year-end valuation reports to ARC Investments and provides general feedback to ARC Investments on relevant matters relating to the ARC Fund.

The UBI General Partner Board is made up of the following individuals.

The UBI General Partner Board discharges its responsibilities through the following Board Committees:

Audit & Risk Committee

  • Providing assurance regarding the quality of financial reporting and disclosures, as well as the internal control environment in the UBI group.
  • Manage the independence and relationships with the external and internal auditors.
  • Take primary responsibility for decision-making for statutory duties and non-statutory duties.

Investment Committee

  • Makes all investment decisions of the ARC Fund.
  • Assists the Executive Director and the Investment Advisory Committee on the investment of Company funds.

Investment Advisory Committee

  • Supports the Investment Committee by recommending investments for the ARC Fund.
  • Chaired by Johan van der Merwe.
  • Comprises executives of UBI GP and two members who are not on the UBI GP Board: ·
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