Conflicts of interest and related party dealings
The Group has implemented policies covering the management of
conflicts of interest including:
nn Employee trading
nnReceipt and provision of gifts, benefits and entertainment
nn Allocating property transactions
nn Tenant conflicts
nnRelated party dealings
Where a conflict of interest has been identified, Compliance liaises with
the party concerned to ensure the effective and timely management of
the conflict. Where a related party dealing has been identified, the
following process is adopted:
nn at management level, the interests of both parties are represented by
dedicated teams, each headed by a DEXUS executive;
nnwhen required, at Board level the interests of both parties are
represented by dedicated Board members;
Note: In the event of a related party transaction involving a Director, only
disinterested Directors may preside over and approve the transaction.
nn information barriers are established with dedicated team members
operating on either side of the “wall”;
nn team members are briefed by Compliance regarding their obligations
and responsibilities while working on the transaction;
nn a clean desk policy applies while the transaction is in progress;
nn documentation resulting from the transaction is maintained on a
restricted access database; and
nn ongoing training is conducted for dedicated employees in relation to
management of conflicts of interest during the life of the transaction.
On a monthly basis, the General Counsel reports to the Board on
related party transactions that have been managed in the previous
period. On a quarterly basis, the Head of Risk and Compliance reports
related party transactions to the Board Compliance Committee.
During the last financial year, related party transactions have included:
nn the sale of an additional 1.5% interest in the Bligh Street Trust to the
DEXUS Wholesale Property Fund; and
nn the execution of a property management agreement between DEXUS
and the DEXUS Wholesale Property Fund.
Continuous disclosure
DXFM has established a Committee to ensure timely and balanced
continuous disclosure for all material matters that impact the Group.
The Committee meets regularly to consider the activities of the Group
and whether any disclosure obligation is likely to arise as a result of
those activities. This Committee was established to ensure that:
nn all investors continue to have equal and timely access to material
information, including the financial status, performance, ownership
and governance of the Trusts; and
nn all announcements are factual and presented in a clear and
balanced way.
Please refer to www.dexus.com/Corporate-Governance for a copy of
the Continuous Disclosure and Analyst Briefings Policy.
Training
Newly appointed members of the Senior Executive team undertake
induction training soon after commencing employment. Induction training
in relation to the operations of DEXUS takes the form of a half day,
interactive training session presented by the heads of various business
units. The Head of Risk and Compliance conducts a one-to-one
Compliance Induction session with each newly appointed Senior Executive
outlining DEXUS’s approach to risk management and compliance.
Annual General Meeting
DEXUS respects the rights of security holders and to facilitate the
effective exercise of those rights, the Board has committed to the
conduct of an Annual General Meeting for DEXUS Property Group.
Each annual general meeting is designed to:
nn supplement effective communication with security holders;
nn provide security holders ready access to balanced and
understandable information about their fund;
nn increase the opportunities for security holder participation; and
nn facilitate security holders’ rights to appoint Non-Executive Directors
to the Board of DXFM.
The Group has adopted a policy which requires Directors to attend its
AGM. In October 2008 all Directors, other than Mr Leitner who resides
in the US, attended the AGM.
The external auditor of the Trust also attends each Annual General
Meeting and is available to answer investor questions about the conduct
of the audits of both the Trusts’ financial records and their Compliance
Plans and the preparation and content of the Auditor’s Report. In
addition to conducting an Annual General Meeting, the Group has a
communications and investor relations strategy that promotes an
informed market and encourages participation with its investors.
This strategy includes the use of the Group’s website to enable ready
access to DEXUS announcements, annual and half-year reports,
presentations and analyst support material. The website also has
available significant historical information on announcements,
distributions and other related information on its website at
www.dexus.com/Investor-Centre/DXS
DEXUS Property Group engages Link Market Services to independently
conduct any vote undertaken at the Annual General Meeting of
security holders.
DEXUS PROPERTY GROUP Annual REPORT 2009 9