Principle 1

The board’s conduct of affairs

Every company should be headed by an effective board to lead and control the company. The board is collectively responsible for the success of the company. The board works with management to achieve this and the management remains accountable to the board.

Responsibility for corporate governance and oversight of the internal workings of MIIF rests with the board. The board has adopted a formal charter of directors’ functions and, pursuant to the management agreement, appointed the manager to manage MIIF’s day-to-day business affairs and internal workings.

Board meetings are held at least four times per year and more frequently as required. To facilitate the board’s decision-making processes, MIIF’s bye-laws provide for directors to participate in board meetings by teleconference or videoconference, and for board resolutions to be passed in writing including by electronic means.

The board has established a separate audit and risk committee (ARC), nominations and corporate governance committee (NCGC) and remunerations committee (RC), each comprising independent directors only and subject to formalised terms of reference. Certain functions of the board have been delegated to these committees, including the following:

• Audit and Risk Committee (ARC)

  • Determining the procedures for the selection and appointment of the external auditor and requirements for the periodic rotation of the external auditor personnel and/or firm.
  • Considering and reviewing with the external auditor:
    • The adequacy of MIIF’s internal controls including computerised information system controls and security;
    • Any related significant findings and recommendations of the external auditor on the matter of internal controls together with management’s responses thereto.
  • Monitoring and reviewing (at least annually) the effectiveness of the operational risk management framework and compliance with key risk management policies.
  • Reviewing with management and the external auditor at the completion of the half yearly audit review and the annual audit:
  • MIIF’s financial statements and related notes;
  • The external auditor’s audit of the financial statements and any reports thereon.

• Nominations and Corporate Governance Committee (NCGC)

  • Overseeing the board composition and board process to ensure effectiveness of the board.
  • Monitoring compliance with MIIF’s code of conduct and developments relating to corporate governance.
  • Assessing the performance of the board, its committees and the individual independent directors annually.

• Remunerations Committee (RC)

  Recommending to the board a framework of remuneration for the independent directors and key executives (if any).

  The board and management have also put in place formal delegations for, amongst other things, financial authorisation and approval limits for capital and operating expenditure, bank borrowings and cheque signatories.

  Transactions requiring board approval include:

  • Investment due diligence budgets above S$500,000;
  • Appointment of financial advisers;
  • Investment or divestment decisions (infrastructure assets);
  • Related party transactions — controlled assets, significant stake in Macquarie sponsored consortium bidding or negotiating for an asset;
  • Additional equity raisings and underwriting;
  • Approval of board and committee charters and key policies, including significant changes to them; and
  • MIIF’s quarterly and full year financial results for release to the SGX-ST.

Each director of the board has received a letter of appointment which details the key terms of their appointment. Directors participate in a formal induction program to ensure that they are familiar with MIIF’s business and governance practices, as well as directors’ duties and SGX-ST Listing Rules requirements. They have access to continuing education to update and enhance their skills and knowledge.

The board has adopted a code of conduct which sets out principles and standards necessary to maintain confidence in MIIF’s integrity and the responsibility and accountability of individuals for reporting and investigating reports of unethical behaviour.