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 Governance and Compliance 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 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 material professional adviser to Macquarie and its entities. 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 material supplier or customer of Macquarie or its entities or an officer of or otherwise associated directly or indirectly with a material supplier or customer. 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 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.
The Board believes that independence is evidenced by an ability to constructively challenge and independently contribute to the work of the Board. The above criteria are satisfied if any interest or relationship does not materially interfere with the exercise of a Voting Director’s independent judgement. Materiality is assessed having regard to each individual director’s circumstances, the circumstances of the supplier, customer or advisor and any other significant relationships with Macquarie or its subsidiaries.
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 Committee will comprise only of independent directors and that the Board Remuneration Committee and the Board Governance and Compliance Committee be chaired by independent directors.