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Goldman Sachs (India) Finance Private Limited Internal Guidelines on Corporate Governance

Contents/Structure Sr. No. 1 2 3 Section reference Section I Section II Section III Area Eligible Criteria Corporate Governance Mission Board of Directors 3.1 Key Role 3.2 Composition and Selection of BOD 3.3 Board Meetings 3.4 Powers of the Board 3.5 Information to be placed before BOD 3.6 Change in Status or Responsibilities Sub-area

4 5 6

Section IV Section V Section VI

Board Committees Conflict of interest Confidentiality and Fair Dealings References

7

Appendix 1

Note: The report is only recommendatory in nature. The management shall exercise its judgment before implementing the same.

1

Section I– Corporate Governance Mission Corporate Governance Mission GSIFPL is committed to high standards of corporate governance and acknowledges the need to uphold the integrity of every transaction it enters into and believes that honesty and integrity in its internal conduct would be judged by its external behaviour. GSIFPL shall continue to initiate policies, which are customer centric and which promote financial prudence. Section II– Board of Directors 2.1 Key Role The primary responsibility of the BOD is to provide effective governance over the Company’s affairs to increase the confidence of various stakeholders. In all actions taken by the BOD, the directors shall exercise their judgment and prudence. In discharging that obligation, directors may rely on the honesty and integrity of the Company’s senior executives, external advisors and auditors. 2.2 Composition and Selection of BOD

Composition and Selection of BOD The BOD shall comprise of 2 to 5 directors, with flexibility to increase the number of members in order to accommodate the availability of an outstanding candidate or the BOD’s changing needs and circumstances. BOD shall meet ‘fit and proper’

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