Independent Directors

The Board of Macquarie Group Limited (“Macquarie”) is composed of a majority of Independent Directors. The Board has adopted the following definition of an Independent Director:

A Voting Director will be considered independent if not a member of management and if they meet the following criteria (to the satisfaction of the Board Corporate Governance Committee):

• Is not a substantial shareholder of Macquarie or of a company holding more than five per cent of Macquarie’s voting stock or an officer of or otherwise associated directly or indirectly with a shareholder holding more than five per cent of Macquarie’s voting stock.
• Has not within the last three years been employed in an executive capacity by the company or another group member or been a director after ceasing to hold any such employment.
• Is not and has not within the last three years been a principal or employee of a professional adviser to Macquarie and its entities whose billings exceed five per cent of the adviser’s total revenues. A Voting Director who is or within the last three years has been a principal or employee of a professional adviser will not participate in any consideration of the possible appointment of the professional adviser and will not participate in the provision of any service to Macquarie by the professional adviser.
• Is not a significant supplier or customer of Macquarie or its entities or an officer of or otherwise associated directly or indirectly with a significant supplier or customer. A significant supplier is defined as one whose revenues from Macquarie exceed five per cent of the supplier’s total revenue. A significant customer is one whose amounts payable to Macquarie exceed five per cent of the customer’s total operating costs.
• Has no material contractual relationship with Macquarie or any of its associates other than as a director.
• Is not a director of any of Macquarie’s subsidiaries or responsible entities, other than Macquarie Bank Limited and any intermediate holding company.
• Has not served on the Board for a period exceeding Macquarie’s agreed tenure rules (including transitional arrangements).
• Has no other interest or relationship that could interfere with the Voting Director’s ability to act in the best interests of Macquarie and independently of management.

With good cause, the Board Corporate Governance Committee may at its discretion determine that a Voting Director is independent notwithstanding that not all of the above criteria are satisfied. Correspondingly, the Board Corporate Governance Committee can in appropriate circumstances, determine that a Board member has lost their independence notwithstanding that they continue in a formal sense to satisfy all of the above criteria.

It is the policy of the Board that a majority of the members of each Board committee should be independent directors, that the Board Audit and Compliance Committee will comprise only of independent directors and that the Board Remuneration Committee and the Board Corporate Governance be chaired by independent directors.