Lead Manager

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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. 94 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.
BABCOCK & BROWN PROSPECTUS 4.5.1 Audit and Risk Management Committee The role of the Audit and Risk Management Committee is to advise on internal controls and appropriate standards for the management of Babcock & Brown.The Committee also confirms the quality and reliability of the financial information prepared, working on behalf of the Board with the external auditor.The Committee reviews non-audit services provided by the external auditor to confirm that they are consistent with maintaining external audit independence. The Audit and Risk Management Committee provides advice to the Board and reports on the status of the business risks to Babcock & Brown through its risk management processes aimed at ensuring risks are identified, assessed and properly managed. The Committee consists of between three and six Non-Executive Directors, all of which must be independent. Michael Sharpe will chair the Committee. 4.5.2 Remuneration Committee The Remuneration Committee is responsible for ensuring that the Directors, Executive Chairman, Managing Director and senior management are remunerated fairly, and for overseeing the remuneration and human resources policies and practices of the Group. The Committee consists of at least three Directors, a majority of whom must be independent Non-Executive Directors. Ian Martin will chair the Committee. 4.5.3 Nomination and Governance Committee The Nomination and Governance Committee is responsible for advising the Board on the composition of the Board and its Committees, reviewing the performance of the Board, its Committees, and individual Directors, and advising the Board on appropriate corporate governance standards and policies. In making recommendations to the Board regarding the appointment of Directors, the Committee periodically assesses the appropriate mix of skills, experience and expertise required on the Board and assesses the extent to which the required skills and experience are represented on the Board. The Committee may obtain information from, and consult with, management and external advisors, if it considers appropriate. The Committee consists of at least three Directors, a majority of whom must be independent Non-Executive Directors.The Executive Chairman of the Board will chair the Committee. 4.5.4 Board Charter The Board has adopted a charter that sets out the principles for the operation of the Board and describes the functions of the Board, which include: • Developing, approving and monitoring implementation of corporate strategy, financial plans and performance objectives • Reviewing and approving annual business plans, operating and capital budgets • Approving and monitoring the progress of major capital expenditure projects, funding programs, acquisitions and divestments • Appointing and managing the employment of the Managing Director, and monitoring and managing the performance of other senior Executives • Reviewing and ratifying systems of audit and risk management and internal control, codes of conduct and regulatory compliance • Appointing and monitoring performance of external auditors • Participating in strategic planning • Developing and monitoring adherence to appropriate principles of corporate governance • Supervising public disclosure of all matters required to be publicly disclosed 95
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BABCOCK & BROWN PROSPECTUS TABLE OF
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SECTION 3 BUSINESS OVERVIEW 3 BUSIN
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SECTION 3 BUSINESS OVERVIEW Babcock
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BABCOCK & BROWN PROSPECTUS CORPORAT
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