The role of the Charter is to define the Company’s direction and to set operational goals.

GOAL OF THE COMPANY

• The purpose of the Company is to provide a Mall of Regional stature with at least two anchor tenants being in place.
  
• That there be a suitable divergence and quality of tenants to attract maximum rental returns and that they provide an interesting and eclectic range of products and services to attract shoppers at maximum levels. With such goals it would be anticipated that the Company would maximise its income producing potential and that returns satisfactory to the stakeholders would be achieved.
  
• Further goals are to maximise the asset value of the investment, to aim for a diversification of the asset holdings and to improve the liquidity of the shareholder investment.

ROLE OF THE BOARD

The role of the Board is to represent and promote the interests of shareholders with a view to adding long term value to the Company’s shares.

In regard to this role the Board will be responsible for directing and supervising the management of the business and the affairs of the Company.

These will include:

• Ensuring that the goals of the Company are clearly established.
• Ensuring that appropriate strategies are in place to achieve these goals.
• Establishing policies that will strengthen the performance of the Company, they will employ and explore innovation, technology and design in order to construct such policies.
• The Board to monitor the performance of its advisors and ensure that the Management Contract with Colliers International is complied with.
• The Board will decide on whatever steps are necessary to protect the Company’s financial position and the ability to meets its debts and other obligations when they fall due, and to ensure that such steps are taken.
• The Board will ensure that the financial statements are true and fair and otherwise conform with the law.
• The Board to ensure the Company and its Directors adhere to high standards of ethics and corporate behaviour. The Board to ensure the Company has appropriate risk management and regulatory compliance policies in place.

BOARD’S RELATIONSHIP WITH SHAREHOLDERS

The Board will use its best endeavours to familiarise itself with issues of concern to shareholders. The Board will regularly evaluate economic, political, social and legal issues and any other relevant external matters that may influence or affect the development of the business or the interests of shareholders and, if thought appropriate, will take outside expert advice on these matters.

BOARD PROCEDURES

• The Board will be disciplined in its role with the emphasis on strategic issues and policy. Members to always act within any limitations imposed by the Board on its activities.
• Board discussions will be open and constructive. All discussions and their record will remain confidential.
• Members will use their best endeavours to attend Board meetings and to prepare thoroughly, they are expected to participate fully, frankly and constructively in Board discussions.
• Members are expected to strictly observe the provisions of the Companies Act and any other related legislative requirements.
• Members are expected to exercise independent thought and judgement.
• The Board will normally hold meetings in each month of the year excluding January.
• At each monthly meeting the Board will consider (not fully exhaustive) Monthly financial report and cash flow report.
• The Monthly Management Report as constructed by its Management Advisors, Colliers International.
• The Monthly Report from the Manager to the Mall.
• The Monthly Leasing Report.
• The Monthly Report by the contracted Project Manager.
• Current Health and Safety Reports
• Maintenance and Capital acquisitions Issues
• Risk management review

CHAIRMAN

• Each year, at the meeting following the Annual Shareholder meeting {AGM} the Board will appoint from among the members, a Chairman.
  
• The Chairman is responsible for maintain the integrity and effectiveness of the governance process of the Board
  
• The Chairman is responsible for representing the Board to its shareholders.
  
• The Chairman to act as a facilitator at meetings of the Board to ensure that no member dominates discussion, that appropriate relevant opinion among members is forthcoming.
  
• Between Board meetings the Chairman maintains a link between the Board and its Managing Agents being Colliers International, the Project Manager to the Board, the Bankers to the Company.

BOARD COMMITTEES

These are detailed within the Website under Statement of Board Governance – Principle 3 Board Committees.

INSURANCE INDEMNITIES

The Company will provide members with an indemnity and will pay the insurance cover premiums whilst acting in their capacities as members.