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.

Investcorp is managed on a day to day basis by and under the direction of Mr. Kirdar, the Executive Chairman and Chief Executive Officer, and four senior executive officers who report directly to Mr. Kirdar. These senior executive officers are: the Chief Financial Officer, the Chief Administrative Officer, the President, Gulf Business and the Chief Investment Officer.

Mr. Kirdar and these four senior executive officers comprise the Coordinators Committee, which meets frequently to discuss Investcorp's operations and performance.

The members of the Coordinators Committee, together with the senior executives in charge of Investcorp's investing lines of business (the 'LOBs') and senior PRM executives who are in charge of the PRM geographical teams that target Investcorp's Gulf markets comprise the Management Committee. The Management Committee is a consultative body for the management of Investcorp.

Each investing LOB has an Investment Committee that is comprised of senior executives within that LOB and a senior executive from another investing LOB. Each Investment Committee is responsible for vetting and approving its LOB's potential investment transactions, with a particular focus on the results of due diligence that has been performed regarding any key commercial, financial and/or legal issues that have been identified in the investigation of a potential
investment. The Investment Committee also considers potential divestment transactions.

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.

Potential investments also are subject to the review and approval of the Risk Committee, the members of which include the Chief Financial Officer, the head of Risk Management department and the senior executives in charge of the investing LOBs. The Risk Committee evaluates proposed investments based upon their risk-return profile on a stand-alone basis as well as on a portfolio basis and it receives a report from the Risk Management department on the results of its independent risk analysis of each proposed investment that will be placed with Investcorp's clients in the Gulf. Potential divestments are also subject to the review and approval of the Risk Committee.

All investment and divestment transactions are subject to the final approval of the Investment Council, which is comprised of senior executives including the Executive Chairman and Chief Executive Officer, the Chief Administrative Officer and the Chief Financial Officer.

Subject to the approval of the Audit Committee and the Board of Directors, the Financial and Risk Management Committee guides and assists with the overall management of Investcorp's risk profile on an enterprise-wide basis. This 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