Role of the Board
The Board of Directors of Infratil is elected by the shareholders to supervise the management of Infratil. The day to day management responsibilities of Infratil have been delegated to Morrison & Co Infrastructure Management Limited (“MCIM” and “the Manager”). The Board establishes Infratil’s objectives, overall policy framework within which the business is conducted and confirms strategies for achieving these objectives. The Board also monitors performance and ensures that procedures are in place to provide effective internal financial control.
The Board’s Charter defines the respective roles of the Board and Management. The Board Charter reflects the sound base the Board has developed for providing strategic guidance for Infratil, effective oversight of the Manager, and management of subsidiaries.
The Board is committed to undertaking its role in accordance with internationally accepted best practice within the context of Infratil’s business. The Board also takes account of Infratil’s listing on both the NZX Main Board and ASX. Infratil’s corporate governance practices do not materially differ from NZX Corporate Governance Best Practice Code (“NZX Code”) other than in the following areas:
The day to day management responsibilities of Infratil have been delegated to the Manager of Infratil. Infratil’s constitution, and each of the charters and policies follow below.
Infratil Executive Redeemable Share Scheme
In 2008, Infratil established the Infratil Executive Redeemable Share Scheme for the purpose of enabling selected executive officers and senior managers of the Company and participating subsidiaries of the Company, to participate in the future success of the Company and to incentivise their performance in a way which aligns with the creation of shareholder value by issuing them with non-voting redeemable ordinary shares in the Company.
The Infratil Executive Share Scheme combined prospectus and investment statement dated 21 November 2011 and an instrument to amend the prospectus dated 30 May 2016 have been registered with the Registrar of Financial Service Providers. The combined prospectus and investment statement, instrument to amend, and Infratil Limited’s financial statements can be found at www.business.govt.nz/companies. The combined prospectus and investment statement is also available here
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