Corporate governance

Legal framework and management arrangements

Macquarie Communications Infrastructure Group (MCG) is a Macquarie Group (Macquarie) branded externally managed vehicle comprising an Australian trust - Macquarie Communications Infrastructure Trust (the trust), an Australian company - Macquarie Communications Infrastructure Limited (MCIL) and a Bermudan mutual fund company - Macquarie MCG International Limited (MMCGIL). The securities of the trust and companies are stapled and listed on the ASX and must trade, and otherwise be dealt with, together.

Macquarie’s expertise in managing funds and their businesses and sourcing new value-adding opportunities is a key attraction for investors in its managed vehicles. Investors are principally seeking to harness Macquarie’s expertise in sourcing, investing in and managing businesses (made available through the management arrangements) as well as the expertise of appropriately qualified external directors.

External management delivers to investors a global team dedicated to sourcing, analysing and executing investment opportunities and business management specialists who can drive improved performance across the businesses globally.

A variety of investment vehicles can be used through which funds are pooled to be invested in underlying assets. Stapled groups have developed due to differing regulatory regimes for different vehicles and the broad objective of managed funds to maximise distributions from underlying businesses to investors. For example, an appropriate structure for holding Australian investments may not be appropriate for the purposes of holding foreign investments.

In the case of Australian trusts, a responsible entity/manager owned by the sponsor, has been a common structural feature since the inception of these types of investment vehicles.

Bermudan mutual fund companies, whilst subject to the common law based regulatory regime in Bermuda, provide for relative flexibility in regards to earnings repatriation.

MCG’s management arrangements are designed to ensure consistency of management across all of the entities in MCG.

• Management arrangements summary
• Management arrangements documents
• Corporate governance approach and principles