Principle 3 - Act Ethically and Responsibly
3.1 Codes of Conduct
To meet statutory and fiduciary obligations (including those relating to the management of third party funds and capital partners) and to maintain confidence in its integrity, the Board implements a series of clearly articulated policies and procedures to which all employees must adhere. These policies are reviewed at least annually. In particular:
- The Board considers it important that all employees meet the highest ethical and professional standards and has established an Employee Code of Conduct and a Directors’ Code of Conduct. Any alleged breach of the Codes of Conduct is investigated. A significant breach may result in termination of employment
- DEXUS’s Anti-Bribery policy addresses the acceptance and granting of gifts and benefits and reinforces the Group’s commitment not to donate to political parties
- The Group strongly supports the identification and disclosure of corrupt conduct, illegality or substantial waste of company assets under its Good Faith Reporting Policy. Employees who make such disclosures are protected from any detrimental action or reprisal, and an independent external disclosure management service provider has been appointed to ensure anonymity for those reporting incidents
All employees are required to confirm, on an annual basis, compliance with key DEXUS policies. In 2016, employees were asked to confirm ongoing compliance with policies addressing:
- Code of Conduct
- Compliance Incidents
- Good Faith Reporting
- Conflicts of Interest (Personal and Business), and
- Securities Trading (including inside information)
DEXUS Board and Corporate Policies are available at www.dexus.com/corporategovernance
3.2 Trading in DEXUS securities
The Group’s Securities Trading (including inside information) Policy applies to directors and employees who wish to invest in DEXUS securities for themselves or on behalf of an associate.
The policy requires any Non-Executive Director who wishes to trade in DEXUS securities to obtain approval from the Chair and General Counsel/Company Secretary. Should the Chair wish to trade in DEXUS securities, approval is required from a Non-Executive Director and General Counsel/Company Secretary.
Employees wishing to trade in DEXUS securities must obtain written approval from the Chief Executive Officer and Head of Risk & Compliance before entering into a transaction.
Non-Executive Directors and employees are permitted to trade DEXUS securities only in defined trading windows, provided approval has been granted and only if they are not in possession of inside information.
In the event that the Chair, Chief Executive Officer or General Counsel considers that there is the potential that inside information may be held or that a significant conflict of interest may arise, trading will not be permitted, even during defined trading windows.
The Securities Trading Policy is available at www.dexus.com/boardpolicies
3.3 Conflicts of interest and related party dealings
The Group’s Conflicts of Interest policies address the management of conflicts of interest and related party transactions which may arise:
- When allocating property transactions; where a new property acquisition opportunity meets the mandate of more than one DEXUS client (including DEXUS)
- When negotiating leases; where a prospective tenant is interested in more than one property owned by different DEXUS clients (including DEXUS)
- When executing transactions between DEXUS clients (including DEXUS)
- When the personal interests of an employee or director conflict with those of DEXUS or its clients
Where a conflict of interest is identified, the Risk & Compliance team liaises with the business representatives to ensure effective and timely management of the conflict. Where information barriers are put in place, the team monitors compliance with the relevant policies.
On a monthly basis, the General Counsel reports to the Board on related party transactions and the Head of Risk & Compliance reports conflicts of interest to the Board Risk Committee each quarter.
Leasing Conflicts of Interests that have been identified and managed during the quarter are reported to:
- Group Management Committee
- Compliance, Risk & Sustainability Committee
- Board Risk Committee
- Relevant capital partners and mandates
Where there is an actual, potential or perceived conflict of interest between the personal interests of a director and the duties the director owes to DEXUS, the director is required to disclose the circumstances to the Chair for determination as to the most appropriate method in which to manage the conflict.
A director with an actual, potential or perceived conflict in relation to a matter before the Board will be excluded from attending that part of the Board meeting. Papers and minutes in relation to the matter will not be provided to the director.
During 2016, a Leasing Management System was implemented that enhanced the process for identifying conflicts.
3.4 Responsible investment
DEXUS has an Environmental Management Policy which aims to minimise the overall environmental impact of its operations, both in the development of new properties and the management of existing properties. As a signatory to the United Nations Principles of Responsible Investment (UNPRI), DEXUS incorporates these principles into its investment decisions.