Composition of Committee
Nexus Select Trust is committed to maintaining high standards of corporate governance and has established a number of committees to assist in fulfilling its responsibilities to stakeholders. The following is an overview of the composition of each of the REIT's committees
Audit Committee
Composition
The Audit Committee shall comprise of at least three members, with at least 2/3rd of the Audit Committee comprising independent directors. The chairperson of the Audit Committee shall be an independent director. All members of the Audit Committee shall be financially literate and at least one member shall have accounting or related financial management expertise. The compliance officer of the Manager shall act as the secretary to the Audit Committee.
Quorum and voting
The quorum shall be two members (both independent directors).All matters shall be approved by at least a simple majority of the members or such other threshold as may be prescribed under applicable law
Frequency of meetings
shall meet at least once in every calendar quarter, with a maximum interval of 120 days between any two consecutive meetings of the Audit Committee, such that at least four meetings are held in each calendar year and further such number of times as required considering the scope and terms of reference of the Audit Committee
Stakeholders Relationship Committee
Composition
The Stakeholder and Relationship Committee shall comprise of at least three members, with at least one independent director also being a member.The chairperson of the Stakeholders’ Relationship Committee shall be an independent director
Quorum and voting
The quorum shall be at least 50% of the number of members of the Stakeholders’ Relationship Committee.All matters shall be approved by at least a simple majority of the members
Frequency of meetings
shall meet at least two times every year, and further such number of times as required considering the scope and terms of reference of the Stakeholders’ Relationship
Risk Management Committee
Composition
The Risk Management Committee shall have minimum three members with majority of them being members of the board of directors, including at least one independent director. The Chairperson of the Risk management committee shall be a member of the board of directors.
Quorum and voting
The quorum shall be either two members or one-third of the members of the Risk Management Committee, whichever is higher, including at least one member of board of directors
Frequency of meetings
The Risk Management Committee shall meet at least twice a year with a maximum interval of 180 days between any two consecutive meetings of the Risk Management Committee
Nomination and Remuneration Committee
Composition
The Nomination and Remuneration Committee shall comprise of at least three members, with all members being independent directors.
Quorum and voting
The quorum shall be either two members or one third of the members of the Nomination and Remuneration Committee,whichever is higher, including at least one independent director. All matters shall be approved by at least a simple majority of the members
Frequency of meetings
shall meet at least two times every year, and further such number of times as required considering the scope and terms of reference of the Nomination and Remuneration Committee
REIT IPO Committee
Composition
The REIT IPO Committee shall comprise of at least four members
Quorum and voting
The quorum shall be at least 50% of the members of the IPO Committee. All matters shall be approved by at least a simple majority of the members
Frequency of meetings
The REIT IPO Committee shall meet as frequently as required in connection with the Offer
Investment Committee
Quorum and voting
The quorum shall comprise of all members of the Investment Committee. All matters shall be approved by at least a simple majority of the members. Provided that related party transactions shall be decided by unanimous consent of all ‘non-related’ members of the Investment Committee
Frequency of meetings
The Investment Committee shall meet at least twice a calendar year and such number of times as required considering the scope and terms of reference of the Investment Committee
CSR and ESG Committee
Composition
CSR & ESG Committee shall at all times comprise of a minimum of three Directors, with at least one of the members comprising of Independent Director, the Chairperson of the CSR & ESG Committee shall be an Independent Director and the Company Secretary of the Manager shall act as the Secretary to the CSR & ESG Committee
Quorum Voting
the quorum for meetings of the CSR & ESG Committee shall be at least 50% 2 (two) of the members of the CSR & ESG Committee, of which at least 50% 1 (one) of the Directors present shall be Independent Directors
Frequency of Meetings
CSR Committee shall meet atleast two times in a year as frequently or as determined by the Board of directors of the Manager or as directed by the Trustee
Borrowing Committee
Composition
Borrowing Committee shall, at all times, comprise of a minimum of three directors, with at least one member of the Borrowing Committee comprising of an Independent Director, at least one member shall have accounting or related financial management expertise, the Chairperson shall be an Independent Director and the Company Secretary of the Manager shall act as the Secretary to the Borrowing Committee.
Quorum Voting
the quorum for meetings of the Borrowing Committee shall be one-third of its total strength (any fraction contained in that one-third be rounded off as one), subject to a minimum of two members
Frequency of Meetings
shall meet such number of times as required considering the scope and terms of reference of the Borrowing Committee