Can anyone understand the rationale
thrown up by Macquarie Bank for rejecting my tilt at the Macquarie
Infrastructure Group board? MIG is the world’s biggest tollroad owner
and a listed vehicle which pays ridiculously excessive fees to the
massively conflicted Macquarie Bank that have almost topped $1billion
over the last decade. I tried to nominate on the basis that MIG needs
some genuinely independent directors and got the following rejection
letter this morning:
Dear Mr Mayne
Thank you for your letter
of 5 September 2005 regarding your consent to nomination by Ms P
Piccinini, for the board of Macquarie Infrastructure Group (MIG).
have taken a keen interest in MIG and its progress over the last few
years, so we assume you are aware that MIG is a Macquarie Bank Group
externally managed fund comprising two Australian trusts and a Bermuda
mutual fund company, Macquarie Infrastructure Bermuda Limited (MIBL).
The responsible entity for the trusts is the Australian based,
Macquarie Infrastructure Investment Management Limited (MIIML). MIBL is
advised by the UK based Macquarie Investment Management UK Limited (MIM
On the basis that you may not have the documents handy, we
enclose a copy of the MIG 2004 Annual report, where information on the
structure is set out in the Corporate Governance Statement commencing
on page 39. We also enclose a copy of the Notice of Meeting and
Explanatory Memorandum relating to MIBL, which was approved at the
security holder meeting on 30 November 2004.
You will see that
the directors of MIIML are appointed by the shareholder, Macquarie Bank
Limited and three of the four directors on the MIBL Board are appointed
by either MIM UK or MIIML acting in the interests of investors .
Additionally, because of its Bermudan status there is a requirement for
some of the directors on the MIBL Board to be Bermuda based.
one director on the MIBL Board who is retiring by rotation this year is
Mr Jeff Conyers, an appropriately qualified and experienced Bermuda
resident. Mr Conyers is entitled to stand for re-election and proposes
to do so. He will be put forward by the MIBL Board as the candidate for
the fourth existing directorship.
Should you wish to seek
election to the MIBL Board, we are advised by our Bermuda counsel that,
as you would be seeking to add an additional director to the Board,
your nomination will need to satisfy Bermuda legal requirements (which
are very similar to Australian ones). Under these requirements your
nomination must be supported either by shareholders holding 5% of total
voting rights or not less than 100 shareholders.
nomination by Ms Piccinini to the board of MIG cannot be progressed, we
are copying her on this email and will also mail this response and
enclosures to Ms Piccinini. We look forward to hearing from you or Ms
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Macquarie Infrastructure Investment Management Limited
CRIKEY: How handy. The Bermuda defence. I need to have 5% of the stock or 100 signatures to run. What a joke!