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SPARK INFRASTRUCTURE GROUP
CORPORATE GOVERNANCE STATEMENT
Introduction
Background
Spark Infrastructure was listed on the ASX in December 2005.
Spark Infrastructure’s particular legal framework and structure
is important to understanding its governance framework.
Spark Infrastructure comprises three companies and a trust,
the securities of which are stapled together. The companies are
Spark Infrastructure Holdings No. 1 Limited, Spark Infrastructure
Holdings No. 2 Limited and Spark Infrastructure Holdings
International Limited. The trust is Spark Infrastructure Trust.
These entities are referred to as the “Stapled Entities”. A share in
each of the companies, a unit in Spark Infrastructure Trust and a loan
note issued by the responsible entity for Spark Infrastructure Trust
are each “stapled” together to form the “Stapled Securities” of
Spark Infrastructure which trade on the ASX effectively as one security.
Spark Infrastructure is managed by Spark Infrastructure
Management Limited (“Manager”). The Manager and Spark
Infrastructure RE Limited (the responsible entity of Spark
Infrastructure Trust) are ultimately owned 50% each by Cheung
Kong Infrastructure Holdings Limited (“CKI”) and (“RREEF”)
Infrastructure, which is ultimately owned by Deutsche Bank AG.
Under the Management Agreement, the Manager is contracted,
for a fee, to provide management services to Spark Infrastructure
including making available appropriately qualified individuals to
perform the functions allocated to the Manager under the
Management Agreement.
Policies and Charters
Spark Infrastructure’s corporate governance policies were set
out in its Prospectus/Product Disclosure Statement document and
have been reviewed by the Boards. Spark Infrastructure’s corporate
governance policies and charters are described below by reference
to the revised ASX Corporate Governance Council Principles of Good
Corporate Governance and Recommendations (August 2007)
(referred to as the “Guidelines”). Where Spark Infrastructure’s
practice differs from the Recommendations in the Guidelines,
this is stated.
For ease of reference below, the term the “Board” is used
in reference to the Boards of Spark Infrastructure Holdings
No. 1 Limited, Spark Infrastructure Holdings No. 2 Limited,
Spark Infrastructure RE Limited as responsible entity for
Spark Infrastructure Trust and Spark Infrastructure Holdings
International Limited. Where a particular entity has different
arrangements from those described, this is mentioned specifically.
The tabular format below is adopted for ease of reference.
Principle 1 Lay solid foundations for management and oversight
Companies should establish and disclose the respective roles and responsibilities of the board
and management.
Recommendation 1.1 Companies should establish the functions reserved to the board and those delegated to senior executives
and disclose those functions.
Spark Infrastructure has adopted a Board Charter which sets out the functions and responsibilities of
the Board and the role of the Manager. Spark Infrastructure’s Board Charter is available on the Spark
Infrastructure website.
Recommendation 1.2 Companies should disclose the process for evaluating the performance of senior executives.
Spark Infrastructure does not have senior executives. Under the Board Charter, the Board is required to
review the performance of the Chief Executive Officer of the Manager, at least annually.
Recommendation 1.3 Companies should provide the information indicated in the Guide to reporting Principle 1.
Refer Recommendations 1.1 and 1.2.
Principle 2 Structure the board to add value
Companies should have a board of an effective composition, size and commitment to adequately
discharge its responsibilities and duties.
Recommendation 2.1 A majority of the board should be independent directors.
Board Structure
Spark Infrastructure has adopted the definition of an independent director from the Guidelines.
Spark Infrastructure Holdings No. 1 Limited, Spark Infrastructure Holdings No. 2 Limited and
Spark Infrastructure RE Limited share a common Board of directors which is comprised of two
CKI representatives, two RREEF Infrastructure representatives and four independent directors.
In the case of Spark Infrastructure Holdings No. 1 Limited, Spark Infrastructure Holdings No. 2 Limited
and Spark Infrastructure Holdings International Limited, Stapled Security Holders elect the independent
directors and the Manager appoints the representatives of CKI and RREEF Infrastructure through a special
voting share which grants the right to appoint half of the maximum number of directors. In the case of
Spark Infrastructure RE Limited, CKI and RREEF Infrastructure have the right to appoint all of the directors.
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