Dexus aspires to the highest standards of corporate governance and has embedded policies and procedures to enhance corporate performance and protect the interests of key stakeholders.
Good governance is about doing the right thing - complying with laws, managing risk, upholding human rights, building honest relationships and being transparent. Dexus is committed to an open and transparent workplace that is free from corruption, anti-competitive behaviour, bribery and discrimination.
2. Management objectives and goals
The Group’s governance approach aims to:
- Maintain the health and safety for employees, customers and visitors
- Maintain a working environment free of harassment, bullying and discrimination
- Uphold labour standards and respect human rights
- Continually comply with relevant laws, regulations and industry best practice
- Create a workplace culture of diversity and work-life balance
- Manage environmental, financial and social risk
3. Management approach
Dexus’s corporate governance approach supports the Group’s strategic objectives. The Group’s governance structure ensures accountability and a balance of authority by clearly defining the roles and responsibilities of the Board and executive management. This enables the Board to provide strategic guidance while exercising effective oversight. Dexus applies the following governance structure and approach:
|Group Management Committee||Board Committee|
|Group Risk Committee|
|Risk and Compliance team|
|Business unit operations|
|Compliance Management Framework||Risk Management Framework||Sustainability Approach|
|Monitor, Measure and Report|
|Management reporting | ASX disclosure | Performance disclosure | Regulatory reporting | CR&S reporting|
3.1 Corporate governance
Dexus Funds Management Limited (DXFM) is the Responsible Entity of each of the four trusts that comprise Dexus. DXFM, along with other responsible entities in the group, is also responsible for management of the group’s third-party funds.
The Board implements a corporate governance framework that applies to all DXFM funds, the Dexus Wholesale Property Fund (DWPF), the Healthcare Wholesale Property Fund (HWPF), capital partner investments and mandates.
To assist stakeholders in accessing key documents outlining its approach to corporate governance, Dexus maintains a Corporate Governance section on its website www.dexus.com/corporategovernance.
Dexus maintains a Corporate Governance Statement that provides a reconciliation of the ASX Corporate Governance Principles & Recommendations - Third Edition (ASX Principles) against Dexus’s governance framework and discloses how Dexus met each of the ASX Principles during the financial year.
The framework adopted by Dexus meets the requirements of the ASX Principles and addresses additional aspects of governance which the Board considers important.
Dexus recommends that this disclosure of management approach be read in conjunction with Dexus’s Corporate Governance Statement. Refer to the Dexus website for publicly available Board and Corporate policies.
3.2 Dexus Board and Executive Committees
Committees with a focus on governance, risk management and monitoring are described below:
|Dexus Board of Directors||The Board sets the tone, culture and objectives of risk and compliance management at Dexus. It sets the corporate standard, establishes effective governance, oversees business performance and provides ultimate accountability for the group. The Board implements a corporate governance framework that applies to the investments of Dexus and its funds, mandates and capital partners.|
|Dexus Board Risk Committee||Responsible for overseeing group risk management, including implementation and management of sustainability practices and initiatives throughout Dexus, as well as overseeing WHS, risk, compliance and internal audit. The Board Risk Committee reports directly to the Board.|
|Group Management Committee (GMC)||Oversees business operations including its management of compliance, risk and sustainability. The GMC reports directly to the Dexus Board.|
|Property Executive Committee (PEC)||
Chaired by the Chief Executive Officer (CEO), PEC members include the Chief Investment Officer (CIO), Chief Financial Officer (CFO) and Executive General Managers to oversee Dexus’s ongoing operations to achieve Dexus’s operational and strategic objectives concerning:
PEC oversees sustainability initiatives and reports to the Group Management Committee.
|Group Risk Committee||Oversees compliance, internal audit and risk initiatives and reports to the Dexus Board Risk Committee. It assures the Board and the Board Risk Committee that major business risks have been identified and assessed, and effective plans are in place to mitigate the risks.|
|Investment Committee||Reviews all major investment proposals (including acquisitions, divestments, developments and major works) concerning Dexus and each of our managed funds and clients.|
|Corporate Responsibility, Inclusion and Diversity (CRID) Committee||Oversees the development and implementation of corporate responsibility policies and practices that support Dexus's business strategy and responds to emerging corporate responsibility issues within the built environment.|
3.3 Risk & Compliance team
The Risk & Compliance team oversees risk and compliance programs. The Head of Risk & Compliance has an independent reporting line to the Dexus Board and Dexus Board Risk Committee.
The Risk & Compliance team is responsible for:
- Assessing strategic and operational risks
- Providing advice on remediation plans for risk and compliance issues
- Reviewing and analysing compliance issues and exceptions
- Drafting and delivering risk and compliance policies and procedures
- Implementing the WHS management system and overseeing audits of compliance with the system
- Providing training on relevant risk and compliance matters
- Conducting monitoring and preventative review procedures to avert or detect incidents of non-compliance
- Reporting to management (including GMC, Board Risk Committee and the Group Risk Committee) on compliance incidents and risk and compliance initiatives within Dexus
- Liaising with Regulators
4. Management frameworks
Dexus applies a Compliance Management Framework and a Risk Management Framework to underpin the approach taken to address compliance and manage risk. The third arm of Dexus’s responsible investment approach is its Sustainability Approach which integrates sustainability throughout the group’s operations.
These frameworks support the development and implementation of compliance, risk management and corporate governance procedures across the business. The programs allocate the responsibilities of Dexus employees to identify and minimise risk.
The management frameworks support customers, capital partners, people development, supplier partnerships and engagement within communities. The frameworks are reviewed on an annual basis to ensure they remain current and adequately address the risks inherent in managing the business.
5. Compliance management framework
Compliance is a vital component of Dexus’s corporate governance and assists in:
- Building trust with investors and clients
- Protecting Dexus’s brand and reputation
- Promoting Dexus’s values
- Demonstrating to stakeholders a commitment to doing the right thing
- Complying with the law
Dexus’s Compliance Management satisfies the requirements of the International Standard for Compliance Management Systems – ISO 19600.
Activities conducted within the framework comply with the relevant legislation and regulations including, the Corporations Act, Privacy Act, Competition & Consumer Act, Tax & Stamp Duty legislation, Retail Leases Act, Real Estate Licensing Acts, Environmental Acts and Regulations, and Anti-Money Laundering & Counter Terrorism Financing Act.
Dexus aims to promote a culture of compliance where all employees contribute and participate in this framework. The Risk & Compliance team oversees the compliance management framework while the entire business is responsible for ensuring that their business procedures adhere to Dexus’s policies.
- Acknowledges Dexus’s commitment to compliance, good governance, ethical behaviour and continuous improvement
- Focuses on protecting the interests of investors, mandate clients, capital partners and employees
- Ensures that Dexus’s financial services and products are provided honestly, fairly and efficiently
- Seeks to prevent, identify and quickly respond to breaches of applicable laws, industry codes and standards and business rules
Activities within Dexus's Compliance Management Framework include:
|Legislative and regulatory change||
Identifying and assessing changes in compliance requirements due to laws or regulations, contractual requirements, share market requirements, fiduciary requirements and best practice.
Identifying appropriate compliance training and delivering and facilitating compliance training sessions.
|Compliance monitoring and reporting||
Monitoring processes and procedures to ensure that business units are operating in accordance with legal and internal requirements.
|Handling exceptions and incidents of non-compliance||
Identifying, managing, reporting and overseeing the resolution of compliance incidents.
Overseeing the effectiveness of processes and procedures across business units to manage complaint resolution in a timely manner.
Collecting, analysing and reporting compliance information throughout Dexus.
Regularly reviewing and updating Compliance Policies and Dexus Policies to ensure continued relevance.
Compliance matters are reviewed by the Board Risk Committee, the Group Risk Committee and the Group Management Committee.
5.1 Conflicts of interest
Dexus has two internal compliance policies for personal and corporate conflicts of interest. They inform employees as to what constitutes a conflict of interest and describe the process for identification and management of conflicts. Conflicts may arise in a variety of situations, including:
- Related party dealings
- Allocating property transactions amongst clients
- Tenant conflicts
- Transfer of assets between schemes or clients
- Personal conflicts
Dexus recognises that potential conflicts of interest may arise during the investment process. The internal Investment Procedures Compliance policy sets out the procedures for the investment process to ensure that acquisitions are appropriate, permitted and in accordance with the client objectives and strategies.
All real or potential conflicts must be reported to Dexus’s Risk & Compliance team so necessary controls are put in place to effectively manage the conflict. These controls may include:
- Ensuring the transaction is conducted at arm’s length
- Removal of conflicted employees or teams from the transaction or decision
- Establishing information barriers so that employees and teams operate solely in the interests of their client
- Avoiding the transaction
Dexus maintains a Conflict of Interest Register which provides a central record of all material conflicts so they are effectively identified and managed.
5.2 Anti-bribery and corruption
Dexus is committed to achieving the highest corporate standards and does not tolerate unethical or unprofessional behaviour including bribery and corruption.
The Anti-Bribery Policy outlines expectations for employee conduct related to lobbying, meetings with law makers and receiving gifts and benefits. Dexus does not make any political donations.
5.3 Transparency and continuous disclosure
Dexus takes an industry leading approach to transparency and disclosure of responsible investment practices. This is supported by the Property Council of Australia via its Voluntary Best Practice Guidelines for Disclosing Funds From Operation (FFO) and Adjusted Funds From Operations (AFFO). These measures enable a transparent comparison of reports on property fund manager performance.
Dexus is committed to giving investors, the market and other stakeholders accurate and timely information about material developments. Dexus complies with continuous disclosure requirements of the Corporations Act and ASX Listing Rules. A Continuous Disclosure Committee manages due diligence and compliance against the policy.
Dexus responds annually to several investor surveys and standards, publishes research papers, and formally discloses group performance each year in accordance with the Global Reporting Initiative (GRI) framework.
5.4 Compliance monitoring
Dexus conducts ongoing compliance monitoring to ensure that business units are operating in accordance with legal and internal requirements.
Dexus also ensures that management and the Board have sufficient risk and compliance information to enable them to exercise their responsibilities and discharge their duties effectively.
The purpose of compliance monitoring is to:
- Check that controls are in place to ensure that business and/or system processes are operating adequately, functionally and are compliant with relevant laws, regulations, industry standards, codes and internal organisational standards
- Confirm that policies and procedures are being applied and adhered to
- Assist with the identification of actual, possible or imminent compliance incidents
- Test the effectiveness of the compliance policies and structure
- Determine where problems are being encountered in the business and the reason for them
- Identify compliance training needs
Monitoring takes the form of:
- Self-Assessment Checklists
- Compliance review and verification
- Targeted reviews
- Ad hoc reviews
5.5 Internal audit program
Internal audit is an independent, objective assurance and consulting activity designed to add value and improve Dexus’s operations.
Internal Audit assists in improving Dexus’s business performance by providing an independent and disciplined approach to evaluate and strengthen risk management, business processes, internal controls and governance activities across the organisation.
The Group Risk Committee oversees the group’s risk management, compliance management and internal audit programs. Dexus has appointed Ernst & Young (EY) to perform the activities of an Internal Audit function. Internal Audit reports functionally to the Group Risk Committee and Board Risk Committee.
In the conduct of its activities, Internal Audit plays an active role in:
- Developing and maintaining a culture of accountability and integrity
- Promoting and supporting Dexus’s Three Lines of Defence Model by maintaining an independent ‘third line’ in relation to effective risk management and control
- Facilitating the integration of risk management into day-to-day business activities and processes
- Promoting a culture of risk-consciousness, self-assessment and adherence to high ethical standards
- Maintaining a professional and experienced Internal Audit function, through the engagement of suitably qualified professionals, with sufficient knowledge, skills, experience, and professional certifications to meet the requirements of this charter
- Establishing a quality assurance program which supports the operation of internal auditing activities
- Ensuring that engagements are performed with proficiency and due professional care
The Internal Audit functions include examining, evaluating and monitoring the adequacy and effectiveness of Dexus’s governance, risk management, financial and operational controls designed to manage risks and achieve objectives.
Internal Audit activities involve:
- Developing and implementing a flexible annual internal audit plan, adopting an appropriate risk-based approach, which is approved by the Group Risk and Board Risk Committees
- Assisting Dexus to promote awareness of key risks, the Dexus risk culture and risk mitigation activities
- Supporting audit activities through facilitation, process design and advisory services
- Reporting on the outcomes of internal audits to senior management, the Group Risk Committee and Board Risk Committee.
- Keeping Dexus informed of emerging trends and successful practices in internal auditing
- Assisting in the investigation of significant suspected fraudulent activities and notifying results to the Group Risk Committee, Group Management Committee and the Board Risk Committee
- Conducting follow up activities on the status of agreed significant, high and moderate rated recommendations
- Dexus maintains an Internal Audit Charter which sets out the roles, responsibilities, authorisation, activities and reporting relationships of the Internal Audit function.
5.6 Board evaluation
Dexus recognises that performance measurement and management are integral to its Board’s success and Dexus believes that board evaluations can contribute significantly to performance improvement at the organisational, Board and individual Director levels.
The Board Nomination Committee oversees the Board performance evaluation program. The evaluation process looks at the performance of the Board and its committees. Individual director performance is also evaluated. When appropriate, an independent expert is retained to conduct the evaluation. Any areas for improvement identified in the performance evaluation process are agreed by the Board Nomination Committee which oversees the implementation of process enhancements.
The Performance Evaluation policy outlines a formal approach to review and improve performance management.
5.7 External feedback and grievance procedures
Dexus is committed to continuous improvement and seeks to appropriately address feedback received from investors, customers, employees and other stakeholders. Any grievance escalated to the Head of Risk and Compliance is treated as a complaint and is addressed through the Complaints Policy and procedures.
For example, an investor complaint may relate to grievances involving Dexus’s financial products/services or privacy matters. A customer complaint may relate to a significant issue relating to poor service or a poor customer experience.
Dexus maintains a Complaints Policy to address grievances formally raised by stakeholders in relation to Dexus, its products or services, or the processes Dexus uses for dealing with feedback itself.
Dexus’s grievance process emphasises conciliation to ensure that inappropriate and unlawful practices cease and that grievances are resolved in a sensitive and timely manner.
An agreed action/rectification plan is developed and actioned in accordance with the Dexus Compliance Management Framework. Regulatory authorities may be notified and involved in the procedure to resolve the incident if required
The Complaints Policy and associated procedures are designed to ensure that:
- Investor, client and potential client complaints are dealt with fairly, promptly and consistently
- Regulatory requirements are complied with
- Underlying control problems/weaknesses that may be identified by a complaint are appropriately addressed
In accordance with the Australian Standards for Complaints Handling, Dexus seeks to:
- Resolve complaints through mutually agreed solutions
- Treat complaints and complainants appropriately
- Provide adequate assistance particularly to those who face barriers to access
- Improve business procedures to prevent future reoccurrence
- Provide clear guidelines of resolution process and time frame
- Provide reasonable access to resources
- Ensure processes and outcomes comply with regulation
- Maintain open communication regarding progress
- Ensure the complainant is protected as stipulated in the Privacy Act
Dexus has tailored grievance procedures based on the nature of the complaint and by stakeholder.
|Employees||Investors and Clients||Customers and Community|
|Environment and Health and Safety management programs||Whistleblower Program||Internal audit program||Dexus website|
Should a complaint require subsequent remedial action, this may involve employee training, amendments to procedures or controls, or enhancements to monitoring or review processes.
A register is maintained of grievances and reported to the Group Risk Committee and Board Risk Committee where appropriate.
5.8 Internal grievances and whistleblowing
To maintain a positive and productive work environment, Dexus has implemented a Whistleblower program.
An important part of the Program is the open and honest discussion of ethical issues. Dexus encourages employees to raise problems with their Manager. Should this not be possible for any reason, employees are encouraged to raise their concerns of possible breaches of law or procedure, irregularity, compliance issue, ethical issue or anything else considered of concern with Risk & Compliance, People & Communities or Statutory Auditors.
Dexus has also appointed an independent disclosure management service provider, Your-Call, to enable employees to report securely, anonymously and confidentially information about dishonesty, fraud, unsafe environments, unethical and other inappropriate behaviour in the workplace.
Refer to the People and Culture Management Approach for further details.
6. Risk Management Framework
Effective risk management is critical to the delivery of value to Dexus investors and requires an understanding of risks during all phases of investment, from asset selection, acquisition, allocation, ownership, management and disposal. Responsible investment and active property management principles are integrated into Dexus’s Corporate Responsibility & Sustainability (CR&S) framework.
Dexus’s Risk Management Framework aligns with the Australian and New Zealand Standard for Risk Management – Principles and Guidelines AS/NZS ISO 31000:2009. The framework is built into daily operations in the form of accountabilities, standard operating procedures, tools and templates, management oversight, collaboration and knowledge sharing, and audit and assurance.
Dexus’s Risk Management Framework supports the Risk Management Policy which sets out how the group identifies and manages risks in a consistent, systematic, credible and timely way, to minimise the impact of unexpected and undesirable events. Dexus monitors operations and conducts audits to address the following sources of risk:
- Legal and regulatory
- Reputational and brand related
- Work health, safety and the environment
The Framework includes the following mechanisms for the identification and management of risk:
- Risk workshops where managers identify risks and mitigating controls within their business unit
- Risk Policies and Procedures which set out the minimum acceptable standard of business practice
- Verification via certifications to ensure adherence
- Exception reporting
- Monitoring and review of control processes
- External review of work health & safety, security and environmental procedures management
- Employee training to promote Dexus’s risk management requirements and processes
Dexus’s property portfolio varies by geographic location, asset type and tenant type. These variables present specific risks that are monitored and managed. The risks related to health and safety, building safety, environmental, security and insurance risk.
Dexus conducts a comprehensive risk audit and review program to identify, evaluate and mitigate risk in the following areas:
- Health and safety audits: compliance/spot audits, work health and safety risk profile, OHSAS 18001 audit/gap analysis, ISO certification audit, Principal contractor audit, incident investigations
- Building safety: confined space risk assessment, plant risk assessment, façade audits
- Environmental: Hazardous materials review, initial site audit, site re-inspections, ISO 14001 audit/gap analysis, ISO certification audit
- Security: security risk assessment, external security review
- Insurance risk: underwriting assessment, insurance valuations program, risk engineering program
Dexus has developed an in-house property risk management and auditing tool (Periskope) that provides systematic and rigorous property risk profiling. It is a single point of access for tools and data assisting in property risk management.
6.1 Risk Appetite
Dexus operates in a competitive market and strives to deliver on its vision and strategy in a sustainable way to meet the expectations of investors/clients, Dexus employees, customers (including tenants), visitors and the communities in which Dexus operates.
Risk is an inherent part of conducting business and Dexus must take some level of risk in order to pursue its strategic objectives. In so doing, decisions at every level must be made with an informed view of the risks and implications involved.
Dexus maintains Risk Appetite Statements for each Responsible Entity within the group. The Statements support the Funds’ strategy. These outline the amount of risk each entity is willing to accept in order to achieve its strategy. It promotes the principle of 'freedom within boundaries' providing a framework for management to operate within to execute the strategy.
Risk Appetite Statements help to guide decisions by outlining risks or activities for which Dexus has no appetite and risks or activities it may be willing to accept (subject to appropriate mitigating controls) in pursuit of strategic objectives.
6.2 Health and safety
Dexus recognises its duty of care to investors, customers, employees, agents and the community to manage any work health, safety and liability (WHS&L) risks across the property portfolio. This is reflected within the group performance scorecard.
Dexus’s WHS&L statement outlines how Dexus manages WHS risks. It states the group’s commitment maintaining safe properties, working with stakeholders to manage hazards, risks and continuous monitoring.
Dexus implements contractor management software across all managed properties to manage and monitor contractor compliance of insurance requirements, WH&S and inductions.
Further information can be found within the Customers and Community and People and Culture disclosures of management approach.
6.3. Investment due diligence
Dexus has a rigorous process for evaluating the environmental, social and governance (ESG) risks and opportunities relating to investment decisions. This includes reviewing long term asset plans and conducting appropriate environmental due diligence on acquisitions so that ESG risks are identified and effectively managed.
The Investment Committee reports to GMC and is responsible for reviewing all investment, divestment and development proposals for Dexus and its managed funds and clients.
The Committee recognises its fiduciary duty to act in the best interests of Dexus’s clients. The Committee uses a formal process and templates to collect and evaluate a wide range of data relating to risks, opportunities and impacts before approving or endorsing each investment decision.
Potential acquisitions are screened to ensure responsible investment principles are upheld. The Committee identifies environmental, social and governance issues that may affect an investment. It then categorises them as:
- Material issues that may lead to the abandonment of the potential investment
- Less significant issues, risks and opportunities that impact the decision and/or the investment price, or the terms of sale
- Insignificant issues that are not deemed to affect Dexus or its clients
- If an issue is uncovered, decisions are made whether to pursue the investment opportunity or mitigate the impact. The Board or client ultimately considers the Committee’s evaluations and recommendations
7. Sustainability Approach
Dexus's Sustainability Approach incorporates the UNPRI ‘six principles’ relating to responsible investment and active property management and is aligned with its corporate strategy through its overarching goal “to create Sustained Value by adopting an approach that embraces connectivity, liveability and resilience, and is integrated across its value chain.”
This framework incorporates five objectives which describe the goals of Dexus’s stakeholder groups, while the three themes are a frame of reference for initiatives and programs.
- Connectivity - using technology to enable connectivity between people and places and smart operations of Dexus's business and buildings
- Liveability - creating vibrant, inspiring and flexible work places which enhance productivity and foster the well-being of employees and customers
- Resilience - increasing resilience so that buildings and spaces are adaptive and customers and Dexus can prosper long term
Together, the three themes and five objectives, form the basis from which sustainability commitments and targets are formed, and how achievement is measured.
Dexus’s Sustainability Approach supports the following policies:
- Environment Statement
- Sustainable Procurement and Supplier Code of Conduct
- Human Rights
- Biodiversity Policy
All these policies are available at www.dexus.com
8. Stakeholder engagement
|Key stakeholder||Engagement approach|
|Government and industry||
Dexus is a member of various industry bodies and voluntary sustainability ratings. These memberships assist Dexus to stay at the forefront of market trends.
Dexus engages with policy makers through membership of industry bodies including the Property Council of Australia, Green Building Council of Australia, Investor Group on Climate Change and the City based Better Buildings Partnership.
Dexus engages with state and local government officials and policy-makers as needed to discuss and present its views regarding various issues including local and state planning, local infrastructure, and environmental impacts of proposed developments.
Dexus provide feedback and voices its concerns about policies, standards, environmental planning instruments and controls.
Dexus is committed to performance disclosure and engages with investors on an ongoing basis via:
Dexus strives to recruit and retain staff with the right mix of expertise and experience. All employees are required to uphold the highest ethical and professional standards. Dexus believes that diversity enhances decision-making. Dexus seeks to maintain a socially and culturally diverse workplace that is tolerant, flexible and adaptive to the needs of the environment.
Dexus also aims to:
Further information on employees can be found within the People and Culture Management Approach
|Third party property managers and suppliers||Dexus partners with suppliers to achieve operational efficiencies, tenant and customer comfort and sound environmental outcomes. Dexus seeks to partner with suppliers that can best meet its needs and have an alignment of interests.
Further information can be found within the Supply Chain Management Approach
|Regulators||Dexus has a respectful and transparent relationship with regulatory stakeholders and aims to meet all requests for information in a timely manner, support any regulatory examinations and ensure reporting of compliance incidents (where applicable). Risk & Compliance is the contact point for regulators.|
9. Evaluation and process improvement
9.1 Setting Objectives
Each year Dexus sets, reviews and updates corporate objectives within our Sustainability Approach framework against each key objective. Commitments may include:
- Operational performance targets such as financial targets or building efficiency benchmarks
- Initiatives to improve collaboration or joint commitment with stakeholders such as suppliers, customers, and industry peers
- Enhancements to processes, governance mechanisms or internal efficiency
- ESG projects at specific properties within the portfolio
- Broader ambitions to make a material impact on staff, the community and/or the environment
9.2 Reporting progress
Dexus measures its success in governance performance in the following ways:
- Completion of commitment milestones
- Achievement of targets
- Feedback from customers and employees
- Awards and external recognition
- Inclusion and rankings in sustainability and leadership indices
- Compliance with the law and other company compliance obligations
Dexus reports on the progress of our annual commitments in its half year report and include a scorecard against these commitments within the Annual Report. Each year, Dexus publishes its Sustainability Performance Pack, which provides the most comprehensive review of current trends for key metrics, with historical comparison spanning the last five years.
9.3 Performance improvement
Dexus seeks to continuously improve its governance approach through the following:
- An annual review of the Compliance Management Framework and Risk Management Framework
- Independent reviews such as Internal Audit and reviews undertaken by industry experts
- Attending industry forums and seminars, including those provided by law firms and regulators
- Receipt of circulars and newsletters from law and accountancy firms and regulators firms and regulators