Corporate Governance

ICG acts under an Investment Management Agreement with the Trustee of the funds – Infrastructure Specialist Asset Management Limited.

Trustee

Infrastructure Specialist Asset Management Ltd (ISAM) is the Trustee for the two funds managed by ICG, being Energy Infrastructure Trust (EIT) and Diversified Infrastructure Trust (DIT) (together, the Funds). ISAM is a wholly owned subsidiary of Infrastructure Capital Holdings Pty Ltd. ISAM holds AFSL 237516.
The Trustee has appointed JP Morgan as custodian to hold the Assets owned by EIT and DIT and FundBPO to provide unit registry services.

Role and responsibility of the Trustee

As the Trustee, ISAM provides a robust independent governance overlay to the Funds and ensures that ICG complies with its obligations under each of the Investment Management Agreements. Each Fund has a compliance plan and ISAM monitors the Fund’s compliance with the plan and any other statutory obligations. In addition, the Trustee oversees the Fund’s administrative and reporting functions so that they are conducted properly and efficiently. In addition, the Trustee reviews and approves the annual audited financial statements for the Funds and reviews the valuer’s report from an independent valuation expert.

Trustee Board Members

The ISAM Board has three independent Directors in addition to the two executive Directors. The Board of the Trustee is currently as follows:

Garry Cameron, Independent Director and Chair – retired from Grand Hotel Group after ten years as its Managing Director and Chief Executive Officer of a listed property trust and prior to this had careers in government, finance and property funds management. In addition, Garry spent five years as a director on the Telstra Superannuation Fund Board. Garry is currently Chairman of Heemskirk Group Limited, a mining company operating in Australia and Canada. Garry was recognized in Australia Day Honours in 1991 for services to finance and telecommunications.

Terry Francis, Independent Director – Terry’s career started in infrastructure and mine engineering followed by over 20 years in corporate finance in the US, Asia and Australia, including as head of Bank of America in Australia. Terry has been an independent company director for over fifteen years and advises government on infrastructure investments. Currently he is a director of Boom Logistics Limited.

Andrew Guy, Independent Director – Spent a long legal career with Allens Arthur Robinson, including a five year period as the Managing Partner. Andrew is currently the Chairman of Legal Aid Victoria and his current directorships include Djerriwarrh Investments Limited.

Tom Laidlaw, Director – Tom is the Managing Director of ICG, and the DIT Portfolio Manager. Tom has over 17 years’ experience in the purchasing and selling of transportation assets (airports, ports, roads and rail) as well as regulated utilities across Australia, North America and Europe. Tom has also advised numerous clients on their financial structure and raised over $20 billion of new debt. He was previously Divisional Director for Infrastructure Banking at Macquarie.

Andrew Pickering, Director – Andrew is the Chairman of ICG and EIT Portfolio Manager. Andrew has over 27 years’ experience in the energy industry in Australia and Asia, commencing his professional life as a lawyer before joining Edison Mission Energy in 1999. After three years with China Light & Power, based in Hong Kong, he returned to Australia in 2004 to head Yallourn Energy and subsequently, Managing Director of TRUenergy. Andrew acted on many of Australia’s major energy privatisation projects and has an extensive knowledge of the gas and electricity industries throughout Australia.

Trustee Committees

The Trustee has established the following committees to assist with the effective discharge of its duties:
• Audit, Compliance & Risk Management Committee (ACRMC)
• Due Diligence Committee
The committees regularly report to the trustee board and make recommendations to it, as necessary.

Investors Advisory Committees

Another key element of ICG’s corporate governance framework is the Investors Advisory Committees. Each fund has an advisory committee that provides a forum for ICG to seek feedback from investors on ICG’s general management of the funds, to provide guidance on certain issues and also to provide feedback where necessary on investment policies, mandate compliance and portfolio construction.
Each of the committees comprises representatives of the largest unitholders of each fund and at least one independent director of the trustee.
The Advisory Committees meet annually or more frequently if required.