Governance and Fund Structure

Utilities of Australia Pty Ltd (“UoA”)

UoA is the Trustee of Utilities Trust of Australia (“UTA”) and is a special purpose company with shares owned by all investors and Morrison & Co Utilities Management (Australia) Pty Ltd.  The UTA Trustee Board currently comprises nine directors.

UTA Trustee Board responsibilities

The UTA Trustee Board’s responsibilities are to ensure that the UTA Trustee complies with its duties as set out in the UTA Trust Deed and the UTA Trustee constitution.  Its key responsibilities include acting in the best interests and protecting the rights of investors. The UTA Trustee Board provides independent governance and, inter alia, oversight of the manager of UTA and of new investment decisions and related party transactions.

Operations of the UTA Trustee Board

The UTA Trustee Board meets frequently during the year and is provided with information on a timely basis to participate in an informed decision making process. A number of committees have been established to further strengthen the Board’s rigorous governance.

Presently, UTA has two committees that each comprise of a subset of the UTA Trustee Board:

• Audit, Risk and Compliance Committee
• Environmental, Social and Governance (“ESG”) Committee

Composition of the UTA Trustee Board

The UTA Trustee Board comprises six directors approved by investors (or a class of investors), and up to three independent directors approved by the UTA Trustee Board of Directors.  The Directors may change from time to time in accordance with the UTA Trustee’s constitution.