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Home» About Macquarie Group» Company profile» Corporate governance» Independent Directors

Company profile

Independent Directors

The Board of Macquarie Group Limited (“Macquarie”) is composed of a majority of Independent Directors. The Board has adopted the following definition of an Independent Director:

A Voting Director will be considered independent if not a member of management and if they meet the following criteria (to the satisfaction of the Board Governance and Compliance Committee):

Is not a substantial shareholder of Macquarie or of a company holding more than five per cent of Macquarie’s voting stock or an officer of or otherwise associated directly with a shareholder holding more than five per cent of Macquarie’s voting stock.
Has not within the last three years been employed in an executive capacity by the company or another group member or been a director after ceasing to hold any such employment.
Is not and has not within the last three years been a principal or employee of a material professional adviser to Macquarie and its entities. A Voting Director who is or within the last three years has been a principal or employee of a professional adviser will not participate in any consideration of the possible appointment of the professional adviser and will not participate in the provision of any service to Macquarie by the professional adviser.
Is not a material supplier or customer of Macquarie or its entities or an officer of or otherwise associated directly or indirectly with a material supplier or customer. Has no material contractual relationship with Macquarie or any of its associates other than as a director.
Is not a director of any of Macquarie’s subsidiaries or responsible entities, other than Macquarie Bank Limited and any intermediate holding company.
Has no other interest or relationship that could interfere with the Voting Director’s ability to act in the best interests of Macquarie and independently of management.

The Board believes that independence is evidenced by an ability to constructively challenge and independently contribute to the work of the Board. The above criteria are satisfied if any interest or relationship does not materially interfere with the exercise of a Voting Director’s independent judgement. Materiality is assessed having regard to each individual director’s circumstances, the circumstances of the supplier, customer or advisor and any other significant relationships with Macquarie or its subsidiaries.

It is the policy of the Board that a majority of the members of each Board committee should be independent directors, that the Board Audit Committee will comprise only of independent directors and that the Board Remuneration Committee and the Board Governance and Compliance Committee be chaired by independent directors.

Any information or advice contained on this website is general in nature and has been prepared without taking into account your objectives, financial situation or needs. Before acting on any information or advice on this website, you should consider the appropriateness of it (and any relevant product) having regard to your circumstances and, if a current offer document is available, read the offer document before acquiring products named on this website. You should also seek independent financial advice prior to acquiring a financial product.

All securities and financial product or instrument transactions involve risks. Past performance of any product described on this site is not a reliable indication of future performance.

Macquarie only carries on banking activities in those countries it is authorised to do so. Macquarie Bank Limited (MBL) is authorised by the Australian Prudential Regulation Authority (APRA) in Australia to carry out banking business in Australia. Each of MBL, acting through its London branch, and Macquarie Bank International Limited, is authorised and regulated by the UK Financial Services Authority to carry on banking business in the United Kingdom. MBL, acting through its Seoul Branch, is authorised and regulated by the Financial Services Commission in Korea to carry out banking business in Korea. MBL, acting through its Singapore Branch, is authorised and regulated by the Monetary Authority of Singapore to carry out banking business in Singapore. MBL, acting through its Hong Kong branch, is authorised and regulated by the Hong Kong Monetary Authority to carry on banking business in Hong Kong.

Other than MBL, any Macquarie Group entity noted on this page is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). That entity's obligations do not represent deposits or other liabilities of MBL. MBL does not guarantee or otherwise provide assurance in respect of the obligations of that entity, unless noted otherwise.

Macquarie Bank Limited maintains Representative Offices in the states of Illinois, New York and Texas, but is not authorised to conduct business in the US.