ESG

1.Introduction

Maha Capital Partners LLC (the “Company”) undertakes business activities and transactions in accordance with the terms of its QFCRA authorization, which includes providing investment management services to its customers by way of collective investment schemes in one or several jurisdictions.

As a QFC-licensed entity established in (and operating from) the QFC in the State of Qatar but which is also involved in providing its management services to clients or customers on behalf of funds or partnerships established in foreign jurisdictions (or, as the case may be, in the QFC), the Company considers responsible investment as the backbone of its overall strategy which consists in integrating ESG concerns in the creation of value and in its investment transactions.

It is the Company’s belief and commitment that investing responsibly and in close consideration of ESG aspects will allow the creation of stronger and more profitable companies, thereby generating competitive, long-term and sustainable returns for its investors. The Company has therefore based its investment strategy on the fundamental principle that a responsible approach towards its acquired portfolio companies, their employees, suppliers and local communities, the environment and the social frameworks under which these persons operate, is an essential part of its own business.

The Company has subsequently embedded consideration of ESG factors throughout all stages of its investment process – i.e. whether at investment acquisition stage, investment holding and operation, and sale of the investment – as described within this Policy, and is fundamentally committed to building long-term, sustainable businesses and operations, which are designed to grow, provide employment and generate economic benefit in an environmentally and socially responsible manner, both during and after its ownership (direct or indirect) by the Company.

In order to operate any investment in an ESG-responsible manner, these aspects must be materialized under a proper ESG-based analysis and assessments and result in calibration of the most appropriate risk mitigation measures to prevent or manage these ESG-related risks.

In case any employees, officers, managers, directors, internal agents and representatives of the Company, including any senior management members or executives and including any temporary, interim or part-time employee or internal agent and including any interns as the case may be (each individually an “Employee” and, taken together collectively the “Employees”) has/have any doubts or concerns regarding the scope or modalities of enforcement of this Policy – in particular regarding the question as to whether the analysis, evaluation and/or recommendation relating to a particular investment opportunity has sufficiently incorporated the aspects described under this Policy and/or if such investment opportunity is compliant with the terms of this Policy – it must promptly submit a request to the COF for the purposes of obtaining clarification and guidance as to such scope or modalities.

For the purposes of this Policy, the following acronyms shall be defined and have the meaning in this Policy as follows:

• “COF” means the Compliance Oversight Function of the Company, which is exercised at the date of this Policy by the Compliance Director (as may be further assisted or supplemented at any later date or stage).
• “CTRL” means the Governance and Controlled Functions Rules 2020 issued by the QFCRA, as may be amended, restated, revised, supplemented and/or replaced from time to time.
• “ESG” means environmental, social, governance and sustainable development aspects, concerns and features, taken in the context of responsible investment activities and transactions.
• “Executive Management” means any designated members of senior management who hold and exercise senior executive duties and functions to the Company (including any senior advisers, as the case may be);
• “Investment Committee” means any investment committee which has been established or set up by the Company for the purposes of deliberating and deciding over investment opportunities and transactions to be entered into by the Company (or any of its affiliates) on behalf of the relevant Managed Fund (as defined below).
• “ILPA” means the Institutional Limited Partners Association, as market-wide organization established in Washington, United States of America;
• “Managed Fund(s)” means any fund(s) and/or partnership(s) whose affairs are managed (or contemplated to be managed) by the Company in accordance with the terms of its authorization (including – for the sake of clarity and without limitation – the MPLFI fund).
• “MPLFI” means Maha PortLog Fund I LP, an exempted limited partnership registered in the Cayman Islands and whose investment management activities have been delegated to the Company.
• “Portfolio Investment(s)” means any investment transaction or acquisition which is realized by the Company (or any of its affiliates) in companies, shares, assets, securities and/or interest for the purposes of exercising its investment management duties in respect of a Managed Fund (as such term is defined above).
• “QFC” means the Qatar Financial Centre (QFC).
• “QFCRA” means the Qatar Financial Centre Regulatory Authority (QFCRA).
• “RMF” means the Risk Management Function of the Company, which is exercised at the date of this Policy by the Risk Officer of the Company. And:
• “SEF” means the Senior Executive Function of the Company, which is exercised at the date of this Policy by the Chief Executive Officer (CEO) of the Company, as may be assisted by members of Executive Management.

2.Scope of Application

This Policy applies to any and all Employees.

3.ESG-Based Principles

MCP adheres to the following principles (“ESG Principles”) for conducting its investment operations in relation to Portfolio Investments:

Principle 1	Align its approach to ESG with its fiduciary duty to act in the best interests of the investors in each Managed Fund, by ensuring that ESG is incorporated into the Managed Fund’s strategy.
Principle 2	Incorporate ESG-based considerations and concerns into the analysis and decision-making process with respect to a Portfolio Investment, including how and to what extent such Portfolio Investment will implement improvements in line with such considerations and concerns.
Principle 3	Incorporate ESG-based considerations and concerns into its active ownership of (and operation and maintenance of) Portfolio Investments, specifically by incorporating ESG issues into policies and practices which relate to ownership practices and ongoing reporting activities.
Principle 4	Seek to formalize and facilitate appropriate disclosures on compliance with ESG by the Portfolio Investments.
Principle 5	Ensure that ESG compliance responsibilities are effectively and properly assigned to oversee the implementation of this Policy, and that each member of the senior management of the Portfolio Investment and each other competent internal functions and employees are held accountable for ESG compliance, in accordance with internal policies, with support of suitably qualified personnel including from third party providers (if and when appropriate).

Principle 6	Perform reporting duties to the Investment Committee and to the investors in the Managed Funds on progress towards the implementation of ESG principles and compliance with this Policy, both at the Company’s level when it is exercising its management duties and at the Portfolio Investment level.
Principle 7	Perform reasonable efforts to promote acceptance and implementation of ESG-based principles within the investment industry.
Principle 8	Implement, to the extent reasonably practicable, the ESG principles within the Company’s own actitivites in its daily operations.

4.Integration Framework of ESG in the Company’s Investments

Each of the ESG Principles are incorporated into the investment cycle of the Company, namely with ESG-based concerns and considerations duly described within the applicable memoranda which are prepared for pre-approval and approval decisions made by the Investment Committee, before a potential investment is actually entered into by the Company (or any of its affiliates) in relation to a Portfolio Investment.

As a general rule, the Company acknowledges that most asset-related investments are associated with specific climate-related risks and opportunities and therefore considers the impact of each potential investment on climate change and then monitors such impact on a “post-acquisition” basis.

The relevant Employees within the Company must consequently ensure that the Investment Committee is always presented with ESG-Principles-related aspects, concerns and considerations in a fair, accurate and loyal manner when considering any investment opportunity.

The Risk & Ethics Committee of the Company shall exercise ongoing supervision of compliance by the Company (and more specifically by its different internal functions, departments and Employees as well as the Investment Committee) with these ESG Principles.

5.Content of ESG

The implementation of ESG-compliant investments is achieved via three principal areas of focus:

• environmental impact;

• social impact; and

• governance quality.

ESG procedures focus on ‘non-financial performance’ indicators that address the Company’s approach, in its activities, towards sustainability, its impact on society and the environment, as well as other ethical and governance considerations. Since such indicators may not be applied in a uniform and one-size-fits-all manner, they shall be adapted and customized for each area of activity, investment and/or transaction carried out by the Company.

5.1.Environmental

The impact of climate change has raised concerns about the environment and the potential impact on businesses. Sustainable options are increasingly being considered an integral component of responsible investment choices.

The issues at stake are diverse but consist essentially in acting responsibly with respect to the environment and aiming for a sustainable approach to the use of natural resources. In particular, the principal areas which must be incorporated are:

• identify and fight against factors responsible for climate change;

• limit volume and proportion of energy and water consumption;

• avoid irresponsible disposal of waste (including hazardous waste and chemicals, in particular);

• chemical and/or nuclear pollution;

• water and/or air pollution;

• sustainability of resources;

• use of plastics and its pollution of landscape, rivers and seas;

• conservation of biodiversity; and:

• impact of climate change on businesses and population.

5.2.Social

Protection of human rights and respect of inclusion, diversity and equality are important considerations in relation to the way in which the Company operates.  These factors are attracting increasing scrutiny from a range of stakeholders and represent opportunities if tackled in the right way. In particular, there are increasing commercial benefits for businesses which protect human rights and have inclusive, equality and diversity-based work ethics and practices. As a general rule, the Company will always consider the social impact of business activities on employees’ health and working conditions, as well as on local communities and society, and seeks to prevent any violation of such principles. The main principles to be complied with in this area are:

• preservation and defense of human rights (right of movement, freedom of speech, right to gather, right to unionize, right to a free press…).

• no sexual trafficking or exploitation of human bodies;

• no exploitation of child labor;

• no forced labor, slavery practices or abusive conduct towards employees (in particular in relation to working hours, health and safety conditions and/or working remuneration conditions);

• avoidance of any participation and/or complicity in, or facilitation of, human rights abuses (including any physical violence or constraint, torture or other criminal behavior);

• equality and diversity amongst employees and with its counterparties, with no discrimination against any person by reason of a particular disability or profile-feature or aspect;

• health and safety protection of human beings (including protection of physical and mental health);

• conservation of local population and prevention of involuntary/forced resettlement; and:

• support to local community(ies) and micro-development.

5.3.Corporate Governance

Corporate governance covers the quality of internal organization and decision-making processes, with a focus on rights and responsibilities of the different governance bodies and senior management members of the Company and of its Portfolio Investments, their structures, corporate values and accountability processes. The Company strives to ensure that these will always reflect the need for transparency, accountability, integrity and probity. This relates in particular to the following areas:

• Management and governing body(ies)’s structure – e.g. power balance between the CEO/executive officer(s), on one hand, and the governing body(ies) (i.e. the Board of Directors, for example), on the other hand; and enforcement of appropriate “checks and balances” for members of the management and executive team vs. supervisory or oversight functions, committees and governing body(ies);

• Fluid employee relations and adequate handling of workplace grievances;

• Fair and balanced remuneration policies;

• Existence of corporate codes of conduct (which includes ethical requirements in relation to acting with integrity and in the best interests of the company, absence of corruption/bribery and prevention of any fraud). And:

• Timely and effective communication with employees by the Company with respect to ESG Principles, either directly or through its portfolio companies, in particular at a time of a particular initiative and/or when confidentiality ceases to be a constraint.

6.Enforcement of ESG at Company Level

For the purposes of its internal organization and activities, the Company has ensured that the different environmental priorities which are described under section 4.1 above are duly reflected in the choices of internal arrangements and operational organization made by the Company (including, as a matter of examples, the Company’s use of offices/premisses, its daily consumption of office tools and equipment, consumption of office and business-related energy sources, such as electricity and water, the modalities of waste treatment resulting from office use…).

In the same way, the Company has ensured and implements all the requirements which are set out under section 4.2 above in relation to protection of human rights and respect of inclusion, diversity and equality are fully complied with concerning all Employees and the modalities of organization of work within the Company.

Last, the corporate governance arrangements which have been implemented at the Company result from the highest standard of corporate governance which apply to a QFC-incorporated company authorized to conduct regulated activities by the QFCRA. As such, the Company has established and implemented (i) corporate governance arrangements which comply with the provisions of CTRL, (ii) a remuneration policy which sets out methodology and framework for the allocation of faire, equitable and proper remuneration to Employees, (iii) a policy relating to the prevention and mitigation of conflicts of interest, anti-corruption and bribery, as well as the prohibition of market abuse and other ethical requirements (such as prevention of fraud), and (iv) a whistleblowing policy enabling a protected reporter to file a report regarding wrongdoing and related matters without any fear of reprisals. The Company has also established and implemented AML-CFT risk analysis and classification levels allocated to its clients and Portfolio Investments, with associated controls measures, as well as tools and systems designed to ensure compliance with international economic sanctions.

7.Enforcement of ESG in Portfolio Investments

The Company will track the ESG performance of each of its Portfolio Investments by using pre-determined metrics. Any material gaps identified during the pre-investment due diligence procedures are intended to be addressed during the active ownership of such Portfolio Investment by the Company (or its affiliate) and, in particular, during the first 100 days following the realization of the investment.

The Company also records the impact(s) in the area of ESG, on the Portfolio Investments, which result directly or indirectly from the investment made or arranged by the Company.

Portfolio management systems include:

• Reporting on compliance with ESG standards for incorporation in an annual report by the Managed Fund;
• Reporting by the Company of any material ESG-related breach or incident (for example, a loss of life or significant environmental impact) in relation or in the course of the investment in a Portfolio Investment.
• Tracking of “pre-determined” KPIs which are monitored during the investment period of the Portfolio Investment, including in particular: the number of job creations, health and safety statistics and measures, greenhouse gas emissions, staff turnover and workplace atmosphere (quality of social dialogue), responsible and ethical procurement and anti-corruption enforcement (including provision of trainings on employees).

These issues are incorporated in the scope of regular reporting which is performed by the Company in relation to its Portfolio Investments and is included in any review process of such investments.

In reporting to its limited partners, a fund or partnership should follow the reporting guidelines or template similar to those published by ILPA (or otherwise provide the coverage set out in such guidelines or template) and the Company will perform reasonable efforts to ensure that such reporting is properly implemented by the fund or partnership.

Because of the inadequacy of ordinary statutory accounts in disclosing ESG-related performance, investors require further information in order to evaluate the ESG-based performance of their investment and to provide for such dedicated reporting requirements. Please refer to the reporting template, published by ILPA, separated into several topics relating inter alia to annual meeting, fund performance, portfolio reporting, stock distribution and capital account. ESG-based performance is also included within such template.

All reporting, including underlying calculations, should be in the currency of the fund.

8.Ethical Prohibitions

The Company will not invest in (nor will it arrange for investments in) any entity, company or asset which:

• uses forced labor or slavery of any kind,
• employs or uses children,
• pays wages which are below industry or national minimum standards,
• are in a country which is under general embargo or involve a person, group or entity which is subject to international trade restrictions or sanctions at the time of investment which would prohibit such investment,
• generates revenues from mining of coal or from energy production based on coal
• participates in trafficking (ie. collecting, digging, treating, transporting or selling) diamonds and other precious stones,
• manufactures or trades weapons, firearms and/or military material, including the development, production or storage of nuclear weapons and the production of components which may be used for use in the nuclear cycle,
• involves the use of general spying systems or software on its population, on political opposition or to silence dissent,
• generates power or operate assets from a nuclear reactor,
• manufactures or deals with unbonded asbestos fibers, chemical waste or nuclear waste,
• involves gambling, casinos or betting games of any kind or sort,
• relates to prostitution, pornography or human trafficking of any kind,
• has been involved in any war crimes or crimes against humanity, and/or:
• involves any potential illegal activity (such as drugs, extorsion, theft, embezzlement, trafficking of human organs…).

The Company acknowledges that ethical risks are associated with investments in general, in particular (but not limited to) in the area of transportation, infrastructure and logistics, and therefore seeks to ensure that any Portfolio Investment does not knowingly involve any activity which are deemed illegal under applicable national law.

9.Reference Texts

The Company actively works with portfolio companies in relation to its Portfolio Investments to implement compliance with the World Bank’s Performance Standards on Environmental and Social Sustainability and also the World Bank’s Environmental, Health and Safety Guidelines.

• Environmental & Social Standards

The World Bank’s Performance Standards consist of:

1. Assessment and Management of Environmental and Social Risks and Impacts
2. Labour and Working Conditions
3. Resource Efficiency and Pollution Prevention
4. Community Health, Safety, and Security
5. Land Acquisition and Involuntary Resettlement
6. Biodiversity Conservation and Sustainable Management of Living Natural Resources
7. Indigenous Peoples
8. Cultural Heritage

• Climate Change Prevention Principles

The Company supports the International Paris Agreement (i.e. being carbon neutral by 2050) and supports the recommendations made by the Task Force on Climate-related Financial Disclosures.

The Company therefore considers it a fiduciary duty to ensure that stranded asset risk or other losses from climate change are minimised to the best extent practicable. On such basis, the Company:

• Recognises that the infrastructure or other investments which it enters into at present is likely to have an impact into the future on climate change
• Wants to be an active participant in the low carbon transition, whilst recognising the positive social impact of power in reducing the cost of doing business and unlocking economic potential, creating jobs and also the wider health and education outcomes
• Engages with its portfolio companies in relation to Portfolio Investments with a view to reduce the carbon footprint of such investments. The Company therefore integrates climate considerations throughout the entire investment lifecycle:
  • During due diligence and portfolio management, assess financial risks of i) physical impacts of climate change, and ii) transition to a lower-carbon economy, and:
  • During portfolio management, report on greenhouse gas footprint annually for each underlying investment (and implement actions to reduce emissions).

• Principles of Responsible Investment

There are six principles for responsible investment as set out by the Principles of Responsible Investments (“PRI”), a blueprint instigated by an association of investors and academics in a collaboration platform (available at www.unpri.org) and which are designed to incorporate ESG issues into investment practice. They are as follows:

• Principle 1: We will incorporate ESG issues into investment analysis and decision-making processes.
• Principle 2: We will be active owners and incorporate ESG issues into our ownership policies and practices.
• Principle 3: We will seek appropriate disclosure on ESG issues by the entities in which we invest.
• Principle 4: We will promote acceptance and implementation of the Principles within the investment industry.
• Principle 5: We will work together to enhance our effectiveness in implementing the Principles.
• Principle 6: We will each report on our activities and progress towards implementing the Principles.

The Company is a signatory to such Principles of Responsible Investments (PRI).

• War Crimes Concepts

Ware crimes designate actions or breaches under article 8 of the UN Geneva Conventions of 12 August 1949, with respect to any of the following acts against persons or property protected under the provisions of the relevant Geneva Conventions:

• Extensive destruction and appropriation of property, not justified by military necessity and carried out unlawfully and wantonly
• Compelling a prisoner of war or other protected person to serve in the forces of a hostile power 
• Wilfully depriving a prisoner of war or other protected person of the rights of fair and regular trial 
• Unlawful deportation or transfer or unlawful confinement 
• Taking of hostages
• Ethnic cleansing
• Genocide

10.Operational Procedures for ESG Implementation

10.1.Pre-Investment Due Diligence

Before acquiring a Portfolio Investment, the Company’s investment team identifies whether there are any ESG-related risks, concerns and/or opportunities associated with such Portfolio Investment (on the basis of sections 3, 4, 5, 7 and 8 of this Policy). Specialist external consultants may be called upon to help assess specific risks. The Company’s ESG-related considerations may be company-specific or common to the industry/subsector or geography as a whole and include political and regulatory developments. The research and analysis are conducted through a variety of sources, including regulatory filings, investor disclosures and/or media reports (provided that such media sources are generally considered as reliable). With support from external legal advisors, the Company also assesses anti-bribery/corruption risks associated with a Portfolio Investment. The Company will also perform reasonable efforts with a view to seek assurances that the company is compliant with the ESG-related laws and regulations which may be directly applicable within the relevant competent jurisdictions.

This initial ESG-based assessment is an integral part of the Company’s due diligence and overall risk and value creation assessment of the business and activity relating to the Portfolio Investment.

When material ESG-related issues or risks are identified during the due diligence process, the Company initially prioritizes those which are most material. The Company determines on a case-by-case basis whether further assessment(s) is/are required and may seek independent analysis and expert advice from specialist external consultants to this effect.

ESG-related considerations are included in investment papers, which are presented to, and considered by, the Investment Committee of the Company for the purposes of its deliberation. The Company subsequently determines if and when any ESG-related risk(s) identified need(s) to be addressed, managed or rectified during its ownership. In cases where material ESG-related risks are identified and deemed acceptable, a plan is developed by the Company and agreed with the Portfolio Investment’s management to prioritize, address, manage and/or remedy such issues. This plan is often (but not mandatorily) incorporated into the broader value creation plan that is developed with the management team for the ‘post-acquisition’ period. In some instances, further obligations or warranties from the vendor may be sought, for instance in the purchase-related documents or as on-going obligations.

10.2.Post-acquisition implementation process

The Company puts considerable emphasis on the early integration of ESG-based management in the post-acquisition phase, within a portfolio company relating to any Portfolio Investment, to ensure that material ESG-related matters are properly prioritized in the value creation plan, where appropriate, and in the performance management’s systems.

From a corporate governance perspective, the Company seeks to ensure that its portfolio companies’ boards take responsibility and are accountable for all ESG-related topics. At the outset, the Company’s representatives are appointed to the portfolio company’s governing body (i.e., board of directors, for example). Such governing body’s member(s) take responsibility for ensuring that:

• each executive member of the governing body of such company is mindful of the Company’s approach towards (and focus on) ESG and towards this Policy.

• the governing body of the company has adopted suitable ESG-related policies;

• such portfolio company regularly reports on how ESG-related policies are being implemented and progress which is being made (or not) towards any targets; and

• there are clear responsibilities allocated to executive board members for compliance with ESG-related matters.

The Company’s portfolio companies are required to participate in a ‘post-acquisition’ ESG-related review and monitoring process. This includes the provision of detailed information by way of completion of an ESG-based questionnaire which is to be completed by the portfolio’s company senior management in order to confirm or identify the main ESG-related risks and opportunities. The completed questionnaires are reviewed by the Company, with support from its external advisors (as the case may be). The ‘post-acquisition’ review process includes evaluation of the resources allocated to ESG within and by each portfolio company. Through early engagement, the Company identifies and discusses ESG-related matters with the senior management (and with the most appropriate employees) of such company, providing them with assistance and advice to help them develop tools and approaches to manage ESG-related concerns, risks and considerations. The Company may recommend that portfolio companies establish their own ESG-related steering groups or committees that comprise the relevant team members across the organization which should be responsible for monitoring and reporting on various aspects of ESG. The Company seeks to identify where it (or an external ESG advisor) is able to add value efficiently and effectively for such purposes. Some investments may also have separate ESG-based work plans that are focused on one particular ESG area.

The Company completes a full assessment of the portfolio company’s existing policies, practices and reporting – and to what extent they are effectively being implemented. As part of this review process, the Company (along with its external ESG advisor(s)), works in close collaboration with the portfolio company’s management through a series of calls and meetings to discuss and agree priority next steps.

Portfolio companies are asked to follow the substance of this Policy and its relevant guidelines, which include developing an ESG-related policy and an appropriate reporting framework. Where existing ESG-related policies and reporting frameworks are already in place, the portfolio companies are asked to review them in light of this Policy, the Company’s guidelines and recommendations and make improvements or adapt them as necessary.

10.3.Post-acquisition monitoring

Following the implementation phase of the Company’s ESG-based procedures and protocols, as part of its active ownership approach, the Company maintains regular dialogue with its portfolio companies’ senior management, through formal board meetings, ad hoc meetings and telephone/video-calls with the relevant ESG-designated representatives.

All portfolio companies’ performances are regularly reviewed by the Company’s investment teams to monitor inter alia the ESG-related risks, concerns and/or matters identified during the due diligence and/or post-acquisition process. This includes monitoring the delivery and outcomes of action plans that have been agreed. It is a requirement for the investment team to incorporate an update on ESG-based progress and developments in the portfolio’s review papers and reporting, focusing on any material items arising, together with the ESG-related KPIs.

If new or additional ESG-related risks, concerns and/or matters arise during the Company’s ownership of a portfolio company, the Company’s approach mirrors that of its ‘pre-acquisition’ approach. In summary, the Company will seek to assess and rectify the relevant risks, concerns and/or matters through constructive and active discussion with senior management and the development of a customized action plan. If a serious ESG-based risk is identified, the issue is escalated immediately to the Risk & Ethics Committee of the Company by the Risk Management Function of the Company.

Monitoring of each portfolio company’s ESG-related performance is integrated within the Company’s broader portfolio monitoring processes. In particular, the Company requires that each portfolio company reports on ESG-related matters alongside its financial and operating performance at least on a quarterly basis. To this effect and on such basis, the Company’s investment teams regularly receive ESG-related performance information and consider it in conjunction with the financial performance of the respective investment in the Portfolio Investment.

11.Roles and Responsibilities

The Company’s Investment Committee is the body entitled to make a decision with respect to the terms and modalities of an investment transaction over a Portfolio Investment, which may be entered into by the Company (or any of its affiliates) in the context of its management duties to its Managed Funds.

In each case, whether at stage of initial or final approval of an investment, or for the purposes of the sale of the Portfolio Investment, the Risk Management Function (RMF) of the Company shall ensure that ESG-related risks, concerns, considerations and matters have been duly integrated in the information and recommendations submitted to the Investment Committee.

The Investment Committee is responsible for ensuring that any ESG-related risks, concerns, matters and considerations (and this Policy) have been duly incorporated into its decision-making process with respect to a Portfolio Investment.

The Risk & Ethics Committee of the Company has a consultative role to oversee and monitor ESG-related risks and concerns of the Company (and, more generally, the “brand” or reputation exposure of the Company) and of its investments. The Risk & Ethics Committee meets quarterly, and meetings related to potential investments may also be held during and in relation to the due diligence process.

The Company’s Senior Management is responsible for ensuring that the Company and its Employees implement and comply with the terms of this Policy. In particular (but without limitation), the members of the investment team(s) who are responsible for preparing the terms of and recommendation to the Investment Committee, relating to an investment transaction over a Portfolio Investment, shall ensure that they have duly and fully integrated ESG-related risks, concerns, matters and considerations in such documents in accordance with this Policy, with the support of internal ESG specialists and/or third-party advisers (as the case may be). ESG-related considerations and associated due diligence findings are presented to the Investment Committee.

The RMF of the Company is responsible for monitoring the ESG-related risks included in the risk assessment for each portfolio company relating to a Portfolio Investment, and must report any incident, concern or issue of a material nature to the Risk & Ethics Committee.

12.Breach of Policy

Any concerns, doubts or questions regarding the meaning of “ESG” and the modalities of enforcement of this Policy with respect to any decision from the Company and/or with respect to a Portfolio Investment – including any doubts as to the compliance of a Portfolio Investment with the terms of this Policy by an Employee – must be promptly escalated to the COF to seek relevant advice and guidance.

Any breach of this Policy of which an Employee has been made aware must be immediately escalated jointly to the RMF and COF of the Company.

Any breach of the terms of this Policy may result in serious consequences for an Employee from a personal standpoint, including disciplinary actions (which may include and range up until suspension or termination of employment or mandate) and including civil and criminal actions and liabilities as well as fines and penalties and damages and other financial penalties.

13.Review

The RMF will perform a review of the content of this Policy from time to time (and, at least, on an annual basis) to determine whether certain changes are required, including those resulting in particular (but without limitation) from:

• A need to improve and/or supplement the terms of this Policy, taking into account the Company’s objectives in terms of compliance with its environmental, social and governance (ESG) targets and sustainability goals.
• Significant organizational changes to the departments and functions, or the set-up, of the Company in relation to environmental, social and governance (ESG) considerations, concerns and risks, and the ways in which it wishes to address these; and/or:
• Lack of compliance with certain terms of this Policy by specific functions or departments, (based on the information provided to the RMF by the other functions or departments of the Company).

The objective of such review(s) is/are to ensure both maintained compliance of this Policy with any potential evolution of the regulatory framework and the fulfilment of all operational needs of the Company in relation to the proper performance of its environmental, social and governance (ESG)-based responsibilities.

If such review results in a conclusion that certain amendments are required, the RMF shall prepare and submit an amended Policy for review and approval of the COF, the SEF and of the Risk & Ethics Committee (and, once such is performed, of the Board of directors) within the earliest timeframe feasible.

The Risk & Ethics Committee may also proceed from time to time to review (or appoint and instruct a competent professional to review) this Policy (based on any operational or other considerations as it deems appropriate or relevant).