The operations of Reinet Investments S.C.A. (‘Reinet Investments’) and Reinet Fund S.C.A., F.I.S. (‘Reinet Fund’) are subject to review and audit by the Board of Overseers. The Board of Overseers of Reinet Investments has been appointed by Reinet Investments’ shareholders.

The members of the Board of Overseers are:


Denis Falck

DENIS FALCK
South African, born 1945
Mr Falck was appointed to the Board of Overseers in September 2009.

Mr Falck is a South African chartered accountant and after working in the auditing profession joined Rembrandt Tobacco Company in 1971, where he became the Chief Financial Officer before being transferred to Rembrandt Group Limited in 1979. After various senior positions, he was appointed as the Financial Director of the parent company in 1990. He was a member of the Remgro Executive Committee and its Audit and Risk Committee and was the Chairman of the group's Pension and Retirement Funds' Boards of Trustees. He retired at the end of June 2008 after a career of close to 37 years with Rembrandt Group Limited/Remgro Limited in South Africa. Mr Falck also served as a non-executive director on the boards and audit/risk committees of listed and unlisted investee companies of Remgro, including FirstRand Bank Holdings Limited, RMB Holdings Limited, Medi-Clinic Corporation Limited, Total South Africa (Pty) Limited and Trans Hex Group Limited.


John Li

JOHN LI
Mauritian & Luxembourger, born 1960
Mr Li was appointed to the Board of Overseers in August 2015.

Mr Li is a non-executive director and a partner of The Directors’ Office, a company of independent and non-executive directors. Previously he was a managing partner of KPMG Luxembourg and a member of the KPMG global investment management leadership team, as well as, chairman of the supervisory board for KPMG Luxembourg. Mr Li is a Fellow of the Institute of Chartered Accountants in England and Wales. His expertise lies in investment funds, banking and wealth management.


Yves Prussen

YVES PRUSSEN
Luxembourger, born 1947
Mr Prussen was appointed to the Board of Overseers in September 2009.

Mr Prussen graduated as a doctor at law in 1971 and holds a diploma from the ‘Institut d'Etudes Politiques’ of the University of Grenoble. During the same year he became a member of the Luxembourg bar and since 1975 has been a partner in Elvinger, Hoss & Prussen, a Luxembourg legal firm. Mr Prussen is a member of the International Bar Association, the Luxembourg Section of the International Fiscal Association and the Luxembourg Association for Arbitration. He is the author of various publications in the field of tax law, arbitration, securities laws and the law relating to undertakings for collective investments.


Stuart Rowlands

STUART ROWLANDS
British, born 1952
Mr Rowlands was appointed to the Board of Overseers in August 2016.

Mr Rowlands is the Head of Financial Risk at the European Investment Bank (EIB), the development bank of the European Union, based in Luxembourg. He joined the EIB in 1988 and worked in various senior roles involving internal audit, credit risk, infrastructure funding and project finance. Previously Mr Rowlands was with PricewaterhouseCoopers Luxembourg and during this time spent 2 years with the European Court of Auditors, also based in Luxembourg. Mr Rowlands is a Fellow of the Institute of Chartered Accountants in England and Wales and a member of the Institute of Internal Auditors. His expertise lies in internal audit, credit and financial risk.


Reinet Investments Manager S.A. the general partner of Reinet Investments and Reinet Fund Manager S.A. the general partner of Reinet Fund must consult the Board of Overseers in respect of matters which exceed their respective powers.

The Board of Overseers has the general role of overseeing the operations of Reinet Investments and Reinet Fund and its members may inspect all of Reinet Investments and Reinet Funds records for this purpose and may require any information from Reinet Investments’ and Reinet Funds’ independent auditors as they deem fit to fulfil their duties. In addition, the Board of Overseers must approve any decisions of Reinet Investments Manager S.A. or Reinet Fund Manager S.A. which relate to, among other things:

  • any amendment of the stated investment policy of Reinet Investments and/or Reinet Fund in the Reinet Prospectus (or otherwise made pursuant to a listing obligation or in connection with the listing of securities of Reinet Investments) or the adoption of a new publicly stated investment policy;

  • a significant departure from the stated investment policy of Reinet Investments and/or Reinet Fund from time to time; a significant departure from any material statement regarding future conduct of Reinet Investments and/or Reinet Fund affairs made in the Reinet Investments prospectus, published on 10 October 2008, or otherwise made pursuant to a listing obligation or in connection with the listing of securities of Reinet Investments;

  • any issue of new Reinet Investments and/or Reinet Fund shares at a discount to the per share net asset value of Reinet Investments and/or Reinet Fund;

  • any material amendment to the investment advisory agreement; and

  • any transaction being entered into by Reinet Investments and/or Reinet Fund with a related party.

The Board of Overseers must report to general meetings of Reinet Investments’ shareholders on the results of the mandate entrusted to it and may make such recommendations as it considers fit. The Board of Overseers will also assume the functions that are normally delegated to an audit committee of a listed company.