Corporate Governance Framework
The Board of Directors of Babcock & Brown Global Investments Limited (BBGIL) has determined to comply with the best practices as outlined in the Singapore Code of Corporate Governance 2005 and in line with the essential practices and laws of Bermuda, as described below:
Principle 1: Board of Directors’ Conduct of Affairs. An effective board to lead and control.
Responsibility for corporate governance and oversight of the internal workings of BBGIL rests with the Board of Directors. The Board of Directors has adopted formal charters of Directors’ functions and pursuant to the Management Agreements appointed the Manager to manage BBGIL's day-to-day business affairs and internal workings.
Each Independent Director of the Board of Directors has received a letter of appointment, which details the key terms of their appointment considered necessary by the Board of Directors.
The Board of Directors has adopted the Babcock & Brown Limited Code, which sets out principles and standards necessary to maintain confidence in BBGIL's integrity and the protection of individuals for reporting unethical behaviour.
Directors participate in a formal induction program and have access to continuing education to update and enhance their skills and knowledge.
Principle 2: Composition and Guidance of the Board of Directors. A strong, independent element.
BBGIL has a Nominations and Governance Committee that, in summary, oversees the composition of the Board of Directors and its committees and advises the Board of Directors on good governance standards and appropriate corporate governance policies. This committee comprises a minimum of three (3) Directors with a majority of Independent Directors. The Bye-laws of BBGIL require that the Board of Directors shall comprise a minimum of two (2) Directors and the maximum number of directors shall be determined by the Shareholders from time to time and initially is fixed at a maximum of nine (9) Directors of which only two may be appointed by the Manager. BBGIL's current intention is to have six (6) Board of Directors members.
Principle 3: Chairman and Chief Executive Officer. A balance of power and authority.
BBGIL does not have an independent Chairman of the Board. However, four (4) out of its six (6) Directors are independent and its Chairman (and the other Manager Appointed Director) will not vote in respect of any transaction where a Babcock & Brown Group entity is a party. The current Chairman of the Board of Directors is Richard Umbrecht who is nominated by the Manager and is a senior employee and member of the executive committee of the Babcock & Brown Group.
Principle 4: Board of Directors Membership. Review of Board of Directors appointments.
BBGIL has a Nominations and Governance Committee that, in summary, oversees the composition of the Board of Directors and its committees and advises the Board of Directors on good governance standards and appropriate corporate governance policies. This committee comprises a minimum of two (2) Directors.
Principle 5: Board Performance. Assessment of board performance.
A formal assessment of the performance of the Board of Directors, BBGIL's Directors and the Audit and Risk Management Committee will be undertaken annually.
Principle 6: Access to Information.
The Board of Directors is provided with reports in advance of Board of Directors meetings, which contain sufficient information to enable informed discussion of all agenda items.