Macquarie Communications Infrastructure Group - Board changes

20 December 2002

Macquarie Communications Infrastructure Limited (MCIL) today announced changes to its governance.

The composition of the board of MCIL is in the process of being brought into line with Macquarie Bank Limited’s (MBL) recent announcement of its new corporate governance initiative requiring a majority of directors on Macquarie boards to be independent (please see attached ).  Consequently, an additional independent director is expected to be appointed to both the MCIL and responsible entity boards in the first quarter of 2003.

Also, in accordance with the new MBL governance arrangements, whereby MBL directors will no longer sit on the boards of its specialist funds, Kevin McCann has offered his resignation as a director and chairman of MCIL. Gerry Moriarty has been appointed as chairman in Kevin McCann’s place.

In summary the new board comprises:

Gerry Moriarty also recorded MCIG’s appreciation of Kevin McCann’s considerable contribution during his time as chairman. “He steered the group through the important inception and listing period, and placed it on a sound footing going forward. His knowledge and expertise have been greatly appreciated and the group wishes him all the best for the future” Mr Moriarty said.

The MCG share price closed yesterday at $2.19, up 19 cents from its issue price of $2.00 on 13 August 2002.

For further information, please contact:

Scott Davies
Chief Executive Officer, MCIG
Tel: (02) 8232 7936
Email: scott.davies@macquarie.com

Corporate Governance

Macquarie Bank Executive Chairman Mr David Clarke today announced a number of significant corporate governance initiatives.  The initiatives are part of the Board’s continuing review of corporate governance and reflect the Board’s commitment to the best representation of shareholder interests:

• The Board of Macquarie Bank Limited has resolved to ensure that in future it will have a majority of independent Directors. This will be achieved by the appointment of two new independent Directors as soon as possible, but no later than June 30, 2003.
  
• A new Corporate Governance Committee has been established, Chaired by Mr Kevin McCann, and also comprising Mr Barrie Martin and Mr Mark Johnson.  It will be responsible for oversight of corporate governance at the Bank.
  
• Mr David Clarke will retire as Chair of the Bank’s Remuneration Committee, to be replaced by Ms Helen Nugent.
  
• The Bank’s Audit Committee will continue to be comprised solely of independent Directors.
  
• All other Board Committees will comprise a majority of independent Directors.
  
• The Macquarie Bank Board also noted that there is no generally accepted definition in Australia of what constitutes an “independent Director”.  After reviewing Australian “best practice” and international formulations, the Macquarie Bank Board has adopted the attached definition.
  
• In consequence of the adoption of the new criteria for independent Directors, Mr Kevin McCann will retire from the Board of the management company of Macquarie Communications Infrastructure Group (MCIG) by not later than 31 December 2002 and Ms Helen Nugent will retire from the Board of the management company of Macquarie Airports (MAp) at the same time. It is intended that the vacancies created by the above retirements will be filled by senior Macquarie Bank executives.  In addition Mr John Allpass and Mr Barrie Martin will retire from the Board of Macquarie Life Limited.
  
• The Boards of the listed specialist infrastructure funds managed by Macquarie Bank (MAp, MCIG and Macquarie Infrastructure Group) will continue to comprise a mix of Macquarie Bank representatives and independent directors. Going forward, Macquarie Bank’s policy will be that all such Boards will comprise a majority of independent directors.

Independent Directors: Definition

An independent director is a director who is not a member of management (a non-executive director) and who (to the satisfaction of the Board Corporate Governance Committee) meets the following criteria:

• Is not a shareholder of a company holding more than ten percent of the Bank’s voting stock or an officer of or otherwise associated directly or indirectly with a shareholder holding more than ten percent of the Bank’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 a principal or employee of a professional adviser to the Bank and its entities whose billings exceed five percent of the adviser’s total revenues. A Voting Director who is 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 the Bank by the professional adviser.
  
• Is not a significant supplier or customer of the Bank 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 the Bank exceed five percent of the supplier’s total revenue. A significant customer is one whose amounts payable to the Bank exceeds five percent of the customer’s total operating costs.
  
• Has no material contractual relationship with the Bank or any of its associates other than as a director of the Bank.
  
• Is not a director of any of Macquarie Bank’s subsidiaries or responsible entities.
  
• Has no other interest or relationship that could interfere with the Voting Director’s ability to act in the best interests of the company and independently of management.

For further information:

David Clarke, Executive Chairman, Macquarie Bank Limited              02 8232 3413

Lisa Jamieson, Public Relations, Macquarie Bank Limited                 02 8232 6016