Principle 4: Board membership

MIIF’s NCGC oversees board composition and processes to ensure the effectiveness of the board. It also monitors compliance with the MIIF code of conduct (including whistle-blowing arrangements) and developments in the laws, regulations and practices relating to corporate governance.

In addition, it annually assesses the performance of the board, its committees and the individual independent directors and determines whether a director is independent. It has adopted a formal charter which outlines written terms of reference (the NCGC charter). The NCGC comprises independent directors only, being Heng Chiang Meng (chairman), Robert Mulderig, Michael Hamer and Lee Suet Fern.

MIIF’s bye-laws require one-third of the directors (other than the director appointed by MIIF’s manager) to retire and submit themselves for re-election by shareholders at every AGM.

The Macquarie director appointed by nomination by MIIF’s manager shall remain in office for an initial period of five years from appointment, renewable at MIIF’s manager’s option for subsequent three-year terms.

The NCGC recommends the number of directors that shall comprise the board in compliance with the bye-laws of MIIF. Other than in relation to the manager’s nominated director, the NCGC with the assistance of the manager, identifies and evaluates nominees and recommends to the board such nominees for election or re-election at each AGM, or for appointment to fill any vacancy that is anticipated or has arisen on the board between AGMs.

The following guidelines apply to director selection and nomination:

• Integrity;
• Particular expertise (sector and functional) and the degree to which they complement the skill set of the existing board members;
• Reputation and standing in the market; and
• In the case of prospective independent directors, actual and perceived independence from the Macquarie Group.

Principle 3	Principle 5