THE LEGISLATIVE FRAMEWORK PROVIDING THE AUTHORITY WITH THE MANDATE TO INDEPENDENTLY MANAGE THE SOVEREIGN ASSETS

The Authority aims at investing and managing the Government of the State of Qatar funds assigned to it by the Supreme Council for Economic Affairs and Investment, in accordance with the policies, strategies and plans approved by the Supreme Council for Economic Affairs and Investment.

THE CORPORATE STRUCTURE OF THE AUTHORITY

Supreme Council for Economic Affairs and Investments (SCEAI)

QIA is owned by the Government of the State of Qatar and reports to the Supreme Council for Economic Affairs and Investments, the highest decision making body concerning Energy, Investment and Economy in Qatar. The SCEAI, which is Chaired by His Highness the Amir, approves investment strategy, assigns funds and approves the budget as well as certain QIA Regulations.

Board of Directors

The Authority is managed by a Board of Directors, consisting of a Chairman, a Deputy Chairman and a number of members appointed by a decision of the Amir, which also determines their remunerations. Some of the members are independent and qualified in the investment field, and the members may include one or more international experts.

Current membership

H.H. Sheikh Abdullah bin Hamad bin Khalifa Al-Thani

Chairman

H.E. Sheikh Ahmed bin Jassim bin Mohamed Al-Thani

Vice Chairman

H.E. Ali Shareef Al-Emadi

Member

H.E. Sheikh Abdullah bin Saoud Al-Thani

Member

H.E. Dr Hussain Ali Al Abdulla

Member

H.E. Nasser bin Ghanim Al-Khulaifi

Member

Mr. Saad Sherida S J Al-Kaabi

Member

OUR CEO

The CEO, H.E. Sheikh Abdulla bin Mohammed bin Saud Al-Thani, has the responsibility to execute and oversee investment strategies. He is also responsible for the day-to-day management of QIA.

The CEO is supported by the Management Team, consisting of QIA's senior leaders.

GROUP INTERNAL AUDIT DEPARTMENT

QIA's Group Internal Audit Department assists QIA in its oversight responsibilities. Specifically, the Department's primary role is to:

• Provide an independent perspective on key elements of QIA's internal control systems

• Ensure that all policies and procedures are in place, up to date and adequately followed and implemented

SANTIAGO PRINCIPLES

The Santiago Principles are a set of 24 voluntary guidelines that assign best practices for the operations of sovereign wealth funds. The principles were proposed in 2008 through a joint effort between the International Monetary Fund (IMF) and the "International Working Group of Sovereign Wealth Funds" (IWG-SWF).

The purpose is to identify a framework of generally accepted principles and practices (GAPP) that properly reflect appropriate governance and accountability arrangements as well as the conduct of investment practices by SWFs on a prudent and sound basis. The GAPP covers practices and principles in three key areas.

These include:

• Legal framework, objectives, and coordination with macroeconomic policies

• Institutional framework and governance structure

• Investment and risk management framework

QIA was one of the co-founders of the Santiago Principles and is proud to be one of the few members to be involved in drafting both the initial and final versions. Similarly, as a founding member of the IWG-SWF, QIA fully supported the development of the International Forum of Sovereign Wealth Funds (IFSWF) and was heavily involved in drafting its constitution and establishing the forum.

QIA is committed to high standards of governance. Going forward, we aim to continuously reinforce this commitment and will continue to review our transparency, governance framework and accountability standards in order to comply with the Santiago Principles.

THE GOVERNANCE FRAMEWORK AND OBJECTIVES, AS WELL AS THE MANNER IN WHICH THE AUTHORITY’S MANAGEMENT IS OPERATIONALLY INDEPENDENT FROM THE OWNER

Objectives

The Government of the State of Qatar has determined that QIA is a savings fund without pre-defined liabilities and whose objective is investing for the benefit of Qatar’s future generations.

QIA’s investment mandate includes an objective to invest domestically and internationally. In addition, QIA acts as custodian for certain domestic funds and assets of the State in order to provide oversight and to support effective management of the assets of the Government of the State of Qatar.

Any investment activity having significant direct domestic macroeconomic implications is closely coordinated with the domestic fiscal and monetary authorities represented at the Supreme Council for Economic Affairs and Investment to ensure harmonization of those activities with domestic macroeconomic policies.

QIA seeks to achieve real long-term investment returns without exposing the Portfolio to unacceptable levels of risk. The Supreme Council for Economic Affairs and Investment through discussion with the Board will determine the timing and level of any dividend payments from QIA to the Government of the State of Qatar.

It is the practice of QIA to ensure segregation between investment decision making and investment evaluation teams.

Authorities of the Board

The Board is accountable before the Supreme Council for Economic Affairs and Investment, and has all the powers and competences necessary for achieving the Authority’s objectives, and in particular the following:

1- Laying down the Authority’s general policies, within the framework of the general policy approved by the Supreme Council for Economic Affairs and Investment.

2- Approving the investment programs and projects of the Authority and following up on their execution.

3- Evaluating the performance of investments in accordance with the set strategies and long-term plans.

4- Approving the standards and criteria of investments, as proposed by the CEO.

5- Approving the organisational structure of the Authority.

6- Issuing the HR regulations for the Authority’s Employees, and the regulations for Tenders and Biddings, and other internal regulations.

7- Approving the important policies for the Authority including the governance policies, investment policy, the Risk Management Framework, the policy setting the relationship between the Authority and its subsidiaries, and the policy defining the relationship between the Authority and third parties.

8- Approving the annual budget and the closing account of the Authority, and submitting them to the Supreme Council for Economic Affairs and Investment for approval.

9- Considering the periodical reports and follow-up reports concerning Authority works, which shall be submitted by the CEO to the Board.

10- Submitting the required reports about the activities of the Authority to the Supreme Council for Economic Affairs and Investment.

11- Any other works assigned to it by the Amir or the Supreme Council for Economic Affairs and Investment.

Role of the CEO

The Authority shall have a Chief Executive Officer, who shall be appointed by an Amiri Decision.

The CEO shall be accountable to the Board of Directors, and shall within the applicable policies, plans, programs and procedures in the Authority, in the light of the accepted international standards, independently from the Board, manage the Authority’s technical, administrative, financial, legal and investments affairs and in particular shall carry out the following:

1- Buying and selling stocks, bonds, bill notes and other securities issuing in or outside the Government of the State of Qatar in accordance with the investment policy adopted by the Board.

2- Buying, selling, and investing real estates in full or by sharing with others.

3- Making cash deposits of all types in the banks and financial institutions in the Government of the State of Qatar or aboard.

4- Establishing investment portfolios in various investment markets and managing them or delegating the management responsibility to external investment managers.

5- Buying and selling foreign currencies.

6- Buying and selling gold and precious metals.

7- Approving the establishment of companies or setting up investment projects, by the Authority alone or with another party, or contributing to existing companies or projects, in or outside the Government of the State of Qatar.

8- Preparing the studies and recommendations concerning the Authority’s activity.

9- Preparing an annual report on the Authority’s activity and its financial position during the fiscal year or at the request of the Board.

10- Proposing the draft regulations and policies of the Authority.

11- Preparing the annual budget proposal and the closing account of the Authority.

12- Approving the procedures, decisions implementing regulations and policies of the Board.

13- Approving executive management policies of the Authority, procedures and decisions implementing them.

14- Following up the investment developments in the world, and issuing directions to the concerned departments to respond quickly to such developments.

15- Assuming general supervision over the departments belonging to it and revising the annual investment plan and assuring that it complies with the investment strategy and policy of the Authority.

16- Assigning expertise firms and experts to prepare studies, provide advices, or assigning to them certain tasks necessary for the performance of his duties.

17- Expressing his opinion on the draft laws regarding investing Government of the State of Qatar funds.

18- Carrying out any other works assigned to him by the Board or the Chairman of the Board.The Chief Executive Officer may delegate some of his powers to any one of the Authority’s officers he may choose.

THE AUTHORITY’S GENERAL APPROACH TO FUNDING AND WITHDRAWAL

Funding

Funds are assigned to the Authority by the Supreme Council for Economic Affairs and Investment, and the Ministry of Finance may assign additional funds or surpluses.

The Authority shall reinvest the investment returns that are generated with respect to funds managed by the Authority.

Withdrawals

Except for annual distributions to the Government of the State of Qatar of income and gain generated from investing the funds managed by the Authority, the withdrawal of funds managed by the Authority shall be limited to emergency situations as determined by the Supreme Council for Economic Affairs and Investment.

Leverage

Leverage at total portfolio level will only be implemented to the extent permitted within approved limits. In addition, certain investments, for example in real estate, may involve leverage at the project level, as determined by the QIA investment team. When leverage is involved, appropriate due diligence and risk assessments are conducted by QIA in order to fully understand, measure, and manage risks connected with such borrowing facilities.

THE PRINCIPLES FOR DEALING WITH THIRD PARTIES TO ENSURE THAT THE AUTHORITY’S OPERATIONAL DECISIONS ARE ALWAYS BASED ON ECONOMIC AND FINANCIAL GROUNDS, AND ARE IN FULL COMPLIANCE WITH ALL APPLICABLE REGULATORY AND DISCLOSURE REQUIREMENTS IN THE HOST COUNTRIES OF THE INVESTMENTS

QIA's investment strategy is based on its responsibility to generate a strong and sustainable return for the Government of the Government of the State of Qatar, within the boundaries of an investment mandate based on purely economic and financial grounds and a long-term investment time horizon.

As a consequence, QIA deals with third parties solely on economic and financial grounds. QIA has a strong set of anti-money laundering, anti-corruption, anti-bribery policies in place. The same policies also have to be enforced by QIA counterparties in the context of direct transactions. Specific tender process and a Tender Committee, in-line with the Qatari Tender Law and the QIA Tenders and Auctions Regulations, were defined and set up to ensure full transparency and remove any potential conflict of interest indealing with external service providers and suppliers.

THE PERFORMANCE MEASUREMENT FRAMEWORK.

The CEO provides regular reports to the QIA Board, covering various activities of the Authority.

On an annual basis, QIA provides the SCEAI detailed performance reports, along with the consolidated annual report and consolidated audited financial statements.

Performance reports show performance returns, analysed and benchmarked using various methodologies, including by asset class, by peer group, by sector, by portfolio, etc.

In addition, the QIA Board of Directors appoint an external Auditor of the Big Four firs to audit the financial statements of QIA and provide its report to the QIA Board and to the Supreme Council for Economic Affairs and Investment.

THE GENERAL APPROACH TO VOTING SECURITIES OF LISTED ENTITIES, INCLUDING THE KEY FACTORS GUIDING ITS EXERCISE OF OWNERSHIP RIGHTS

QIA is an attentive shareholder and will usually be represented at meetings of shareholders of companies in which it has a material investment, in this context, ‘material’ may mean material in financial or percentage terms. In this regard QIA is motivated only by the responsibilities of its Mission and acts strictly and exclusively in pursuit of economic and financial objectives.