12.3 NIIF’s governance structure

of Finance, with which NIIF Limited maintains an open line of communication. No separate ownership entity was established by the government to oversee its capital commitment to and investment in NIIF. a Governing Council, chaired by the Minister of Finance and including members of India’s business, investment, and policy communities, meets annually to provide general guidance on NIIF’s strategy.

NIIF Limited’s board meets at least once every quarter to review NIIF’s overall strategy and is responsible for appointing the Investment Committee for each fund. The board includes government representatives (in a minority position), any investor representing more than 10 percent of the Master Fund’s capital (just over US$200 million), NIIF Limited’s management, and independent members (figure 12.3 and table 12.2). The chair is selected at the beginning of each board meeting by board members. as new investors exceeding the 10 percent threshold commit capital to the Master Fund, the composition of the board will change accordingly. as of fall 2019, the board comprised eight members: two from the government (from the department of Economic affairs); one each from adIa, australianSuper,7 and Ontario Teachers; one collectively for the four domestic investors (the only exception to the 10 percent rule); the Managing director and CEO of NIIF Limited; and one independent director.8 Government representation on the board is limited to a minority by NIIF Limited’s shareholder agreement. all directors have one vote each. at final close, NIIF Limited expects to have a board size of 11, with the government continuing to retain just two seats. No board member has a casting vote.

FIGURE 12.3

NIIF’s governance structure

• As of report, government has two seats out of six • Each investor with >10% of Master Fund gets a seat (two as of report) • Domestic investors collectively received one seat • NIIF Ltd. CEO has one seat • One independent member

• Composition of each investment committee detailed in respective fund memorandum • No representatives of government and other fund investors in any of the three investment committees Investment Committee

Responsible for investment and exit decisions

Master Fund NIIF Ltd. Board Provides guidance Governing council

Appoints • Chair: Minister of Finance • Other members from business, finance, and policy community

Investment Committee Investment Committee

Responsible for investment and exit decisions Responsible for investment and exit decisions

Fund of Funds Strategic Opportunities Fund Oversees NIIF Trustee Limited

Supervises conflict of interest matters Supervises conflict of interest matters Supervises conflict of interest matters

Fund-specific advisory board Fund-specific advisory board Fund-specific advisory board • 100% government-owned • 5 directors appointed by the government

Source: World Bank elaboration. Note: CEO = chief executive officer; NIIF = National Investment and Infrastructure Fund.