About

Corporate Governance

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:

• Infratil did not have a separate Director Nomination Committee during the 2016 financial year (however, following the end of the financial year the Board resolved to establish a separate Director Nomination Committee);
  
  
• Infratil has not established a separate Director Remuneration Committee. The Board considers that it is properly dealing with Director remuneration at the full Board level; and 
  
  
•  The Audit and Risk Committee is not made up only of non-executive Directors as the Board considers that it is practical to include an executive Director given the relatively small size of the Board. In addition, the Board considers that the inclusion of an executive Director on the Audit and Risk Committee provides balance and additional valuable insights to its processes.

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 Constitution (PDF 491KB)

Infratil Investment Management Agreement (PDF 477KB)

Infratil Board Charter October 2016 (PDF)

Infratil Audit and Risk Committee Charter May 2016 (PDF 130 KB)

Infratil Nomination Committee Charter July 2016 (PDF)

Infratil Financial Products Trading Policy and Guidelines April 2016 (PDF)

Disclosure and Communications Policy April 2016 (PDF)

Diversity Policy April 2016 (PDF)

Ethics and Code of Conduct Policy October 2015 (PDF)

Executive Remuneration

Executive Remuneration Policy 2013 (PDF 108KB)

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