CORPORATE GOVERNANCE

8.1 The Carlton Savannah REIT (Jamaica) Limited is managed under the direction of a Board of Directors. One of the principal objectives of the Board is to maximize long-term economic value for the stockholders. The Directors of the Company are committed to the principles of excellence, inclusion and transparency. These principles include regular attendance at board meetings so that the affairs of the Company are properly monitored, oversight of accounting and financial reporting, monitoring of compliance with applicable laws and regulations as well as oversight of internal controls and procedures and audit functions.

8.2 The Board of Directors of the Company has determined that the financial interests of the members of the Board should be closely aligned with the interests of the stockholders. Consequently, all non-employee members of the Board must own by the end of his or her first year as director an amount of the company’s common stock equal to five times the cash annual board retainer that is payable to each non-employee member of the Board.

8.3 No director may assign, alienate, sell, transfer, pledge or encumber his or her shares as would cause that director’s assessed value of the Company’s stock holdings to fall below his or her total stock ownership requirement.

8.4 Stuart White, the Chief Executive Officer of both the Developer and the Hotel Operator, has agreed, at the request of the other directors, to sit on the Company’s board for the first two years of operation of the Hotel, during the period when the Interim Monthly Rent is guaranteed. His presence will allow the other directors, management and shareholders (in general meetings) direct contact with the principal force behind the creation and operation of the hotel, facilitate the seamless communication and clarification, and ensure that the Company is kept constantly up to date with developments at the Hotel. Mr. White will recuse himself from Board deliberations which may be in conflict with his role as Hotel Operator or Developer.

8.5 The Company will hold general meetings in accordance with the requirements of the Companies Act and the Jamaica Stock Exchange. There will be at least one Annual General Meeting each year and such other meetings as may be requisitioned by shareholders or called by the Directors. The quorum for meetings shall be three members.

8.6 The Company will establish an Audit Committee in accordance with the requirements of the Jamaica Stock Exchange.