Macquarie International Infrastructure Fund (MIIF) > About MIIF > Corporate governance

Corporate governance

Overview | Principle: 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15

Principle 3: Chairman and chief executive officer

There should be a clear division of responsibilities at the top of the company – the workings of the board and the executive responsibility of the company’s business – which will ensure a balance of power and authority, such that no one individual represents a considerable concentration of power.

The chairman of the board is John Roberts who is nominated by the manager and is an executive director of the Macquarie Group. MIIF does not have a chief executive officer, as MIIF has no employees or executive officers. The chairman’s role is to guide the board to, amongst other things:

Set objectives, goals and strategic direction for the manager, with a view to maximising investor wealth;
Monitor the implementation of the principal investment policy of MIIF in respect of investments; and
Approve and monitor the progress of major capital expenditure, capital management and acquisitions and divestitures.

Although MIIF does not have an independent board chairman, each of its other directors is independent. Heng Chiang Meng, an independent director, is the deputy chairman. MIIF has effective non-executive directors (who are all independent) to provide balance within the workings of the board and oversight of shareholders’ interests. Only the independent directors may vote in respect of any transaction where a Macquarie group entity is a counterparty.


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