Case Study—National Investment and Infrastructure Fund: A Collaborative Model to Mobilize Foreign Investment
TABLE 12.2
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251
Summary of NIIF Limited’s governance bodies
BODY
COMPOSITION
FUNCTIONS
Governing Council
• Chaired by the Minister of Finance • At the time of writing also includes the Secretary of Department of Economic Affairs, Secretary of Department of Financial Services, and representatives from business and investment communities
• Meets annually and provides guidance on NIIF’s strategy
Board
• At the time of writing, has 6 members: 2 from government, 1 from ADIA, 1 from a block of domestic investors in the Master Fund, NIIF Limited’s Managing Director and CEO, and 1 independent • Allows a seat to every investor with more than 10% of the capital in the Master Fund • As of spring 2019, was looking to add 1 independent and 2–3 investor representatives, assuming the same number of large-ticket investors commit to the Master Fund
• Meets at least every quarter to establish and review NIIF’s overall strategy • Appoints the Investment Committee • Approves annual budget
Investment Committees (one for each fund)
• Appointed by board • Include members from NIIF Limited management as key persons detailed in the private placement memorandum of each NIIF fund (with any changes triggering the filing of a memorandum amendment with SEBI) • Have no government representatives and other fund investors in any of the three committees • Do not have chairs • Master Fund: As of spring 2019, had 4 members—NIIF Limited’s CEO, COO, Executive Director of Investments, and 1 independent member (none from government)
• Have sole power over investment decisions of the respective funds, based on the three-stage approval process previously described • Also decide on key portfolio action items and exits, and review investment performance on a periodic basis
Corporate Social Responsibility (CSR) Committee
• Includes CEO • Consists of 3 additional members of the board including the independent director
• Devises the CSR policy • Approves the expenditure to be made on CSR projects (with at least 2% of the average net profits of previous 3 years to be spent on CSR projects)
Nomination and Remuneration Committee
• Has one investor representative • Has one independent member • Has one government representative
• Devises compensation plans, policies, and succession plans for NIIF Limited’s employees • Assists the board in matters regarding compensation of the directors and key managerial personnel
Audit and Risk Committee
• Has two investor representatives • Has one independent member • Has one government representative
• Ensures compliance with accounting, legal, and regulatory requirements • Ensures accuracy, integrity, and transparency of NIIF Limited’s financial statements with adequate and timely disclosures • Evaluates matters pertaining to auditors’ appointments and their report on the financial statements • Evaluates internal financial controls and risk management systems • Monitors adherence to the risk policy prescribed by board but does not involve itself in deal-specific risks
Advisory Boards (one for each fund)
• Provide only one government seat per fund (even if the government is the largest individual investor) • Master Fund: As of fall 2018, had 4 members representing ADIA, the domestic financial investor block, the government, and Temasek
• Provides oversight on the operations of the respective funds, with focus on conflicts of interest and related-party transactions, in case any such situations arise from time to time
Trustee (NIIF Trustee Limited, or NIIFTL)
• Is the trustee for the three funds managed by NIIF Limited • Is 100% owned by government of India • Has a board comprising 5 directors nominated by the government
• Oversees the operations of NIIF Limited at a high level under the Investment Management Agreement
Source: NIIF management. Note: ADIA = Abu Dhabi Investment Authority; CEO = chief executive officer; COO = chief operating officer; NIIF = National Investment and Infrastructure Fund; SEBI = Securities and Exchange Board of India.
