Investcorp’s management structure and collective decision-making

iii. Investcorp's management structure and collective decision-making. Investcorp's senior management team adopts a collective decision-making style, which is reflected by the committees described below.

The Executive Chairman and the two Co-Chief Executive Officers of Investcorp Bank comprise an Executive Committee which meets frequently to discuss Investcorp’s business and performance on a high level basis.

The members of the Executive Committee, together with the Chief Administrative Officer, the Chief Financial Officer, the senior executives in charge of Investcorp’s investing lines of business (the ‘Investing LOBs’), the Head of PRM, the Head of Risk Management and the General Counsel comprise the Operating Committee. The Operating Committee meets monthly to discuss Investcorp’s business and performance on a more granular level.

Each Investing LOB has an Investment Committee. Each Investment Committee will meet to consider a proposed investment or disposition up to three times in the case of Corporate Investments and Real Estate.

The Investment Committee for an LOB within Corporate Investment is comprised of senior executives within that LOB, a Co-Chief Executive Officer, and the head of Risk Management.

ICM, reflecting its operations in both the US and European markets, operates two regional Investment Committees drawing on the experience of senior investors active in each market.  ICM also operates a global committee which combines senior ICM management with experienced investors from both regional committees to oversee those particular ICM managed strategies which operate on a global basis across all ICM investment markets.

The role of each Investment Committee is to evaluate each proposed investment and disposition based on its risk-return profile as well as its overall suitability to Investcorp’s franchise and balance sheet and in the context of Corporate Investments and Real Estate, to determine whether to recommend to the Investment Council that it approve the investment or the disposition.  Where a decision is being made in the context of a fund or account managed or advised by an Investcorp subsidiary (e.g. ICM), the suitability of that investment or disposal for the fund concerned, having due regard to the fund’s investment strategy, fund documentation and applicable regulatory principles and regulations, will be evaluated by the relevant ICM investment committee.

Potential investments that are proposed to be placed with Investcorp's clients in the Gulf are reviewed at an early stage by the Placement Committee, which is comprised of senior PRM executives. The role of the Placement Committee is to assess the attractiveness of a potential investment to Investcorp's Gulf clients, which is relevant to Investcorp's underwriting risk.

All investments and dispositions are subject to the final approval of the Investment Council, which is comprised of Bahrain-based senior executives including the Executive Chairman, the Co-Chief Executive Officers and the Chief Financial Officer.

The Financial and Risk Management Committee guides and assists with the overall management of Investcorp’s risk profile on an enterprise-wide basis subject to the approval of the Audit Committee and the Board of Directors. This Committee also evaluates new hedge fund seeding proposals and potential Special Opportunities Portfolio investments.  The Committee is comprised of senior management drawn from key areas of Investcorp and includes the head of Treasury and the head of Risk Management.

i. Alignment of interests

i. Alignment of interests

ii. Transparency and risk control

ii. Transparency and risk control