Principle 3 - Act ethically and responsibly

Related key governance documents:

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
  • The Group does not donate to political parties
  • The Group strongly supports the identification and disclosure of corrupt conduct, illegality or substantial waste of company assets under its Whistleblower 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, when requested, anonymity for those reporting incidents

All employees are required to confirm, on an annual basis, compliance with key Dexus policies. In 2018, employees were asked to confirm ongoing compliance with policies addressing:

  • Code of Conduct
  • Compliance Incidents
  • WHS
  • 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. Should the Chair wish to trade in Dexus securities, approval is required from a Non-Executive Director and the General Counsel.

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 the 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 (including inside information) 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.

The General Counsel reports to the Board on related party transactions on a monthly basis and the Head of Risk & Compliance reports leasing conflicts of interest to the Board Risk Committee each quarter.

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 by 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.

3.4 Sustainability and responsible investment

The Board Risk Committee oversees the implementation and management of initiatives to maintain the Group’s position as a leader in sustainability practices.

Dexus is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and integrates the UNPRI’s six principles within its Sustainability Approach and governance frameworks.

Dexus’s Sustainability Approach is linked with the Group’s strategy and vision with the overarching goal to create sustained value for Dexus’s people, customers, communities, cities and the environment, and to positively influence connectivity, liveability and resilience.

Dexus manages environmental, social and governance topics across the property life-cycle for its direct portfolio and across its funds and mandates, by systematically translating strategy and vision into actions and targets, and embedding these into day-to-day operations.

The Executive General Manager Investor Relations, Communications and Sustainability is responsible for implementing the Group’s Sustainability Approach, sustainability reporting, and reviewing and approving materials in accordance with Dexus’s material approval process. This role is a member of the Group Management Committee, which has overall operational responsibility for addressing economic, environmental and social topics, including property resilience and climate change impacts, human rights and community investment.

Dexus’s Sustainability Approach is available at www.dexus.com/crsapproach