## Corporate Governance Statement continued 

Macquarie Bank is a subsidiary of Macquarie, and the Macquarie Bank Board is ultimately responsible for the sound and prudent management of Macquarie Bank, with due consideration for the interests of deposit holders. Where potential conflicts arise, Management will ensure that Directors of the relevant Board have sufficient information to manage conflicts appropriately. 

## Staff and Director trading 

Macquarie’s personal dealing policies apply to Directors and all Macquarie staff. They identify the principles by which Macquarie balances personal investment interests against the responsibility of Macquarie and its staff to ensure that all personal dealing and investment activities are conducted appropriately. Key aspects of Macquarie’s personal dealing policies include: 

– pre-clear securities trading: Directors and staff must pre-clear their securities trading with Macquarie 

– trading windows: Generally, Directors and staff may only trade in Macquarie securities and related derivatives during designated trading windows. These are typically of three to five weeks duration and follow Macquarie’s announcement of its interim and full year results and after the Annual General Meeting (AGM) 

– excluded dealings: Certain types of transactions such as acquisition of securities under an employee share plan or participation in the dividend reinvestment plan may be effected outside a trading window without pre-clearance 

– trading prohibition while in possession of material non-public price-sensitive information: In all cases Macquarie prohibits Directors and staff from dealing in any security, including a Macquarie security, if they possess non-public price-sensitive information about or affecting the relevant security 

– deferred and unvested equity awards, retained shares and minimum shareholding requirements cannot be hedged: Staff are not permitted to undertake any action that is designed to limit their exposure to Macquarie shares that are subject to retention arrangements, or their deferred and unvested equity awards. NEDs may not enter into a transaction that operates to limit the economic risk of their Macquarie shareholding below their minimum shareholding requirement 

– net short positions not permitted: Directors and staff are not permitted to take net short positions in Macquarie shares or any securities in Macquarie-managed funds. 

Macquarie's Trading Policy  sets out the restrictions that apply to dealing in Macquarie securities by Macquarie staff, including Key Management Personnel, and is available on its website. 

Each member of the Board is encouraged to consider positions in a Macquarie security as a long term investment and is not permitted to trade derivatives relating to a Macquarie security without the prior approval of the Chairman (or the CEO in the case of the Chairman). Board members and Executive Committee members are also required to annually disclose to Macquarie any financing arrangements relating to their Macquarie securities and manage their financing arrangements in accordance with Macquarie’s policies. 

## Corporate governance in Macquarie-managed funds 

Macquarie’s expertise in managing fund assets and sourcing new value-adding opportunities is a key attraction for investors in Macquarie-managed funds (Funds). 

The Macquarie-managed funds’ governance standards adopt an appropriate governance framework to ensure that key decisions are taken in the best interests of investors consistent with the fund’s mandate and regulatory requirements. 

The key elements of Macquarie’s corporate governance framework for Funds are: 

– appropriate management of conflicts of interest arising between a Fund and its related parties. Related party transactions should be identified clearly, conducted on arm’s length terms and tested by reference to whether they meet market standards. Decisions by listed Funds about transactions with Macquarie or its affiliates should be made by parties independent of Macquarie 

– appropriate resourcing of funds management businesses. In particular: 

— staff involved in managing a Fund should be dedicated to the relevant funds management business, rather than to advisory or other activities 

— all recommendations to Fund boards (and supporting information) should be prepared or reviewed by funds management staff 

— each listed Fund that invests in operating assets or businesses should have its own managing director or chief executive officer and a majority of independent directors on the Fund board 

— Chinese Walls operate to separate Macquarie’s corporate finance, advisory and equity capital markets businesses from its funds management businesses. 

## Sustainability, diversity and the community 

Macquarie’s Board and Management view the commitment to sustainability and Environmental, Social and Governance (ESG) performance as part of their broader responsibility to clients, shareholders and the communities in which Macquarie operates. 

Macquarie’s approach is detailed in the ESG Report in the Annual Financial Report. Macquarie has continued efforts to: manage ESG risks in its business activities; advance environmental management; and pursue investments, markets and products with an ESG focus, including in renewable energy and energy efficiency. Macquarie values its people and continues to invest in the development and well-being of its diverse talent base. A Global Reporting Initiative (GRI) index is available on Macquarie's website. The diversity of our people remains fundamental to Macquarie’s success. Macquarie’s Workforce Diversity Policydefines Macquarie’s diversity commitment and the structures in place to facilitate its realisation. Our approach to diversity is detailed in the Diversity Report in the Annual Financial Report. 

