+ CG-S06 —
As one of the underlying principles of the overall INREV Guidelines, transparency is the fifth principle of the corporate governance framework. Transparent and comprehensive reporting is essential for every vehicle to be assessable and easily understood by its involved parties. Consequently the manager is obliged to disclose reports in a timely, proper and comprehensive manner, so as to inform on matters such as strategy, progress of targets and the performance of the vehicle. The reporting format should enable investors and non-executive officers to understand the vehicle's performance and related risks, and the extent to which the manager undertakes his responsibilities.
Rights of investors to obtain information: To provide investors with a forum to ask questions and to be heard the manager shall hold frequent investor meetings. Investors should always have the ability to convene such a meeting themselves to discuss any potential issue that needs to be heard. The same applies to the right to inspect the books and records of the vehicle and the manager or have a third party auditor conduct an audit.
Reporting in line with the INREV Guidelines: The manager should clearly state how it intends to comply, where relevant, with the INREV Guidelines and provide explanation on where it departs from the guidelines.
Side letters: The vehicle should not enter into any side letter agreements unless these are disclosed in the vehicle documents irrespective of the level of commitment or the commitment date, while the side letters’ terms should be made available on request. Investors may rely on all side letters between the vehicle and the other investors. The manager shall not accept changes to side letters with investors that may have an adverse effect on the other investors or the economics of the vehicle without the investors’ consent.
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