Lead Manager

SECTION 4
BOARD, MANAGEMENT AND CORPORATE GOVERNANCE
Michael Larkin is the Group Chief Financial Officer. He joined Babcock & Brown in 2004. Prior to joining
Babcock & Brown, Michael was Group Financial Controller for Lend Lease Corporation. Michael holds a
Bachelor of Commerce degree from the University of New South Wales and is a member of the Institute of
Chartered Accountants and the Taxation Institute of Australia. He is based in the Sydney office.
4.4 CORPORATE GOVERNANCE
Babcock & Brown recognises the importance of good corporate governance and is committed to complying with
a Code of Conduct and other appropriate Corporate Governance Policies.The corporate governance framework
for the Group is underpinned by the ASX Principles of Good Corporate Governance and Best Practice
Recommendations (ASX Guidelines).
Babcock & Brown has, however, departed from the ASX Guidelines by appointing Jim Babcock as the Group’s
Executive Chairman, which it believes is in the best interests of the Group given Jim’s skills, expertise, reputation
in the Group’s areas of business, and relationships with the Group’s clients, Directors and Executives.The Group
currently does not have a majority of independent directors though as indicated it intends to appoint two
additional Non-Executive Directors to the Board.
The administrative organisational structure and systems provide Babcock & Brown with a platform which is
designed to allow the intellectual capital of the Group to continue to create entrepreneurial value for
Shareholders while ensuring that appropriate reporting and corporate governance standards are met.
Babcock & Brown is committed to delivering strong returns and shareholder value while also promoting
shareholder and general market confidence in the Group.The Babcock & Brown Code of Conduct provides a
guide to Directors, Executives and contractors as referred to in Section 4.8.3.
4.5 THE BOARD
The Board of Directors is responsible for guiding and monitoring Babcock & Brown on behalf of the
Shareholders by whom they are elected and to whom they are accountable.
It is a policy of the Group that the Board should be comprised of a majority of non-executive directors, with a
broad range of skills, expertise, and experience from a diverse range of backgrounds.The Directors appoint the
Chairman and Deputy Chairman of the Board.
The Board will meet formally at least six times a year and as frequently as may otherwise be required to deal
with urgent matters.
The responsibility for the operation and administration of Babcock & Brown is delegated by the Board to the
Executive Chairman, the Managing Director and the management team.The Executive Chairman is solely
responsible for, among other things, chairing board meetings, shareholder meetings and various committee
meetings.The Managing Director has primary responsibility to the Board for the affairs of the Group; however,
the Managing Director works in collaboration with the Executive Chairman to develop and implement
corporate and strategic initiatives and otherwise carry out the day-to-day management of the Group.The
Managing Director and Executive Chairman together represent the views of the Board to Shareholders, the
general public, governmental regulators and other stakeholders.
The Board Charter sets out a detailed definition of the term “independence” as applied to the Directors. As the
current Chairman is an Executive Director, the Board has appointed Elizabeth Nosworthy as Deputy Chairman.
In accordance with certain conditions in the Board Charter, a Director of the Group is entitled to seek
independent professional advice, including legal, accounting and financial advice, at the Group’s expense on any
matter connected with the discharge of his or her responsibilities.
Whilst at all times the Board retains full responsibility for guiding and monitoring Babcock & Brown, in
discharging its stewardship, it makes use of sub-committees and other specialist committees who are able to focus
on a particular responsibility and provide informed feedback to the Board.
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To this end, the Board has established an Audit and Risk Management Committee, a Remuneration Committee
and a Nomination and Governance Committee. Each committee will have a majority of independent directors.