Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Introduced 01/07/14 Amended 02/11/15

Name of entity

Dexus Funds Management Limited

ABN / ARBN 24 060 920 783	Financial year ended:
24 060 920 783	30 June 2018

Our corporate governance statement[2] for the above period above can be found at:[3]

☐ These pages of our annual report:

☑ This URL on our website: https://www.dexus.com/who-we-are/our-business/corporategovernance/corporate-governance-statement

The Corporate Governance Statement is accurate and up to date as at [insert effective date of statement] and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 15 August 2018

Name of Director or Secretary authorising Brett Cameron, Company Secretary lodgement:

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found. You can, if you wish, delete the option which is not applicable. Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

See chapter 19 for defined terms

2 November 2015

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	… the fact that we follow this recommendation: ☒ in our Corporate Governance StatementOR ☐ at [insert location] … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): ☒ atBoard Terms of Reference andCorporate Governance Statement	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation: ☒ in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

See chapter 19 for defined terms

2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.	… the fact that we have a diversity policy that complies with paragraph (a): ☒in our Corporate Governance StatementOR ☐at [insert location] … and a copy of our diversity policy or a summary of it: ☒atDiversity and Inclusion Principles … and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: ☐in our Corporate Governance StatementOR ☒atDiversity Target … and the information referred to in paragraphs (c)(1) or (2): ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☒in our Corporate Governance StatementOR ☐at [insert location] … and the information referred to in paragraph (b): ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☐in our Corporate Governance StatementOR ☒at 2018 Dexus Annual Report – Remuneration Report starting on page 24 … and the information referred to in paragraph (b): ☐in our Corporate Governance StatementOR ☒at 2018 Dexus Annual Report – Remuneration Report starting on page 24	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

See chapter 19 for defined terms

2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2): ☒in our Corporate Governance StatementOR ☐at [insert location] … and a copy of the charter of the committee: ☒atBoard Nomination Committee Terms of Reference … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☒at 2018 Dexus Annual Report – Remuneration Report starting on page 24 [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: ☒in our Corporate Governance StatementOR ☐at [insert location] … and, where applicable, the information referred to in paragraph (b): ☒in our Corporate Governance StatementOR ☐at [insert location] … and the length of service of each director: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it: ☐in our Corporate Governance StatementOR ☒atDirectors Code of Conduct	☐ an explanation why that is so in our Corporate Governance Statement

See chapter 19 for defined terms

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): ☒in our Corporate Governance StatementOR ☐at [insert location] … and a copy of the charter of the committee: ☒atBoard Audit Committee Terms of Reference … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☒at 2018 Dexus Annual Report – Remuneration Report starting on page 24 [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: ☐in our Corporate Governance StatementOR ☒atContinuous Disclosure Policy	☐ an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website: ☒atCorporate Governance page	☐ an explanation why that is so in our Corporate Governance Statement
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: ☐ in our Corporate Governance StatementOR ☒atInvestor Communications Policy	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: ☐in our Corporate Governance StatementOR ☒atInvestor Information page	☐ an explanation why that is so in our Corporate Governance Statement

See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): ☒in our Corporate Governance StatementOR ☐at [insert location] … and a copy of the charter of the committee: ☒atBoard Risk Committee Terms of Reference … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☒at 2018 Dexus Annual Report – Remuneration Report starting on page 24 [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: ☒in our Corporate Governance StatementOR ☐at [insert location] … and that such a review has taken place in the reporting period covered by this Appendix 4G: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: ☒in our Corporate Governance StatementOR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

See chapter 19 for defined terms

2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): ☒in our Corporate Governance StatementOR ☐at [insert location] … and a copy of the charter of the committee: ☒atPeople & Remuneration Committee Terms of Reference … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☒at 2018 Dexus Annual Report – Remuneration Report starting on page 24 [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: ☐in our Corporate Governance StatementOR ☒at 2018 Dexus Annual Report – Remuneration Report starting on page 24	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	… our policy on this issue or a summary of it: ☐in our Corporate Governance StatementOR ☒at 2018 Dexus Annual Report – Remuneration Report starting on page 24	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b): ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

See chapter 19 for defined terms

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2018 Corporate Governance Statement

www.dexus.com

ASX Corporate Governance Council Principles and Recommendations Reconciliation

This Corporate Governance Statement was approved by the Board on 14 August 2018.

The following reconciliation of the ASX Corporate Governance Principles & Recommendations - Third Edition (ASX Principles) against Dexus’s governance framework discloses how Dexus met each of the ASX Principles during the financial year ended 30 June 2018 (Reporting Period).

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.

The Board believes that good corporate governance supports:

A culture of ethical behaviour resulting in an organisation that acts with integrity
Improved decision making processes
Better controls and risk management
Improved relationships with stakeholders
Accountability and transparency

The framework adopted by Dexus meets the requirements of the ASX Principles and addresses additional aspects of governance which the Board considers important.

To assist stakeholders in accessing key documents outlining our approach to corporate governance, Dexus maintains a Corporate Governance section on its website www.dexus.com/corporategovernance. The website is updated throughout the year, as policies and procedures are reviewed.

Governance dashboard

Board management, oversight and structure

Outlines the Board structure and responsibilities which supports leadership, accountability and effectiveness:

– Board and Board Nomination Committee responsibilities

– Director appointment process

– Group Management Committee responsibilities

– Diversity

– Board evaluation and performance review

– Structure of the Board Committees

Act ethically and responsibly and make timely and balanced disclosure

Provides details of how the Board and management maintain integrity and meet continuous disclosure obligations:

– Codes of conduct

– Dealing with conflicts of interest

– Continuous disclosure

– Securities trading

Refer to Principles 3 and 5

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– Independence of Directors

– Board skills matrix

Refer to Principles 1 and 2

Safeguard integrity in corporate reporting

Outlines the role of the Board and the Board Audit Committee in maintaining the integrity of financial reporting and effective systems of internal controls:

– Structure of the Board Audit Committee

– Role and responsibility of the Board Audit Committee – External audit function

Respect the rights of Security holders

Describes how an open dialogue with Security holders is maintained:

– Annual General Meeting

– Stakeholder communication

Refer to Principle 6

Refer to Principle 4

Recognise and manage risk

Details how the Board oversees risk management for the Group:

– Role and responsibility of the Board Risk Committee

– Risk management including the Risk Management Framework and the Risk Appetite Statement

– Internal audit function

Remunerate fairly and responsibly

Describes the remuneration arrangements for Directors and senior management and how these have been implemented:

Role and responsibility of the Board People & Remuneration Committee

– Remuneration report

Refer to Principle 8

Refer to Principle 7

Purpose and focus of the Board Committees

Board of Directors

Audit Committee

Purpose : To review the integrity and quality of the Group’s financial statements and disclosures including auditing, accounting and financial reporting processes.

Key focus areas for FY18 included: Financial reporting:
Reviewing accounting policies and practices and compliance with accounting standards, ASX Listing Rules and other relevant legislation
Approving the Fraud Risk Statement, Tax Risk Policy and Treasury Policy
– Reviewing the funding strategy and financial risk management policy
– Ensuring the Group’s financial statements are true and fair and conform with law
– Reviewing the distribution payout ratio and periodic market guidance
External audit:
Overseeing and monitoring external audit plans
Reviewing independence of the external auditor

Risk Committee

Purpose : To oversee responsibilities related to risk management (including WH&S), compliance management, internal audit, and sustainability practices and procedures.

Key focus areas for FY18 included:

Risk management:

Reviewing the Risk Management Framework, Risk Appetite Statement and respective compliance
Reviewing on-site security management
Overseeing Dexus’s preparedness to respond to a crisis
Reviewing cyber risk and ongoing resilience
– Reviewing and monitoring the top 10 key risks, their controls and mitigants
– Reviewing WH&S initiatives across the portfolio
Internal audit:
Reviewing the internal audit program and annual audit evaluation
Reviewing results of audits and implementation of recommendations
Compliance:
Reviewing the Compliance Management Framework, AML and CTF programs
– Monitoring and adhering to all compliance plans and scheme constitutions

Nomination Committee

Purpose : To oversee all aspects of Board nomination and performance evaluation.

Key focus areas for FY18 included:

Reviewing the size, composition, diversity, skills and desired competencies of the Board and Board Committees
Arranging and participating in an internal Board and Board Committee performance evaluation
– Reviewing Board succession planning
Conducting a search for a non-executive director leading to the appointment of The Hon. Nicola Roxon
Overseeing the appointment of Directors to the Boards of the Responsible Entities of DWPF and HWPF

People & Remuneration Committee

Purpose : To oversee all aspects of Director, Group Management Committee (GMC) and Key Management Personnel remuneration and aspects of human resource management.

Key focus areas for FY18 included:

People:

Facilitating Director education
Overseeing annual review of Key Management Personnel (KMP) and key policies
Reviewing Diversity Principles, overseeing diversity programs and outcomes
Reviewing succession planning for CEO and GMC
– Reviewing Organisational Culture Survey results
– Adopted new 40:40:20 by 2021 gender diversity target
Remuneration:
Reviewing the annual Remuneration Report
Reviewing CEO, KMP and GMC remuneration
Overseeing staff remuneration programs and outcomes
Overseeing objectives and the approach to risks associated with Dexus’s people and culture
Reviewing AFSL financial requirements
Sustainability:
Overseeing implementation and management of sustainability initiatives

Principle 1 – Lay solid foundations for management and oversight

1.2 The Role of the Chair and appointment processes for directors

Board responsibilities

1.1

The framework adopted by Dexus ensures accountability and a balance of authority by defining the respective roles and responsibilities of the Board and executive management, including delegated authority (as outlined in the Terms of Reference for the Board and the Group Management Committee). This enables the Board to maintain a focus on strategic guidance while exercising effective oversight.

DXFM directors, other than the Chief Executive Officer, will hold office for three years following his or her first appointment (or, if appointed by the Board between Dexus Annual General Meetings, from the date of the Annual General Meeting after the initial appointment).

Terms of Reference for the Board and its delegated Committees are available at www.dexus.com/boardcommittees

The Board’s responsibilities include (but are not limited to):

At the time of appointment, each Non-Executive Director is required to sign a letter of appointment which sets out the terms and conditions of appointment. The letter outlines the term of office, requirements for independence, role and responsibilities.

Determining strategy, including reviewing and approving Dexus’s business objectives and strategies to achieve them. These objectives inform the setting of performance targets for the Chief Executive Officer and the Group Management Committee members. Performance against these objectives is reviewed by the Board People & Remuneration Committee and is a primary input to the remuneration review of Group Management Committee members

Executive Directors and other members of the Group Management Committee are also required to enter into an employment agreement setting out their terms of employment.

Background checks of newly appointed Non-Executive Directors are conducted and include:

Overseeing strategy, including reviewing and approving Dexus’s business objectives and plans to achieve them. These objectives inform the setting of performance targets for the Chief Executive Officer and the Group Management Committee members. Performance against these objectives is reviewed by the Board People & Remuneration Committee and is a primary input to the remuneration review of Group Management Committee members
National Police Check
ASIC Banned and Disqualified Register check
ASIC Authorised Representative search
ASIC Enforceable Undertaking Register search
Approving the annual business plan
APRA Disqualified Register check
Approving periodic market guidance
Directorships check
Approving the financial statements and disclosures
AML/CTF Global Official Lists check (sanctions list)
Approving significant acquisitions, divestments and developments
Public Record check
Ensuring that Dexus has in place an appropriate Risk Management Framework (including a Risk Appetite Statement) to support Dexus’s approach to risk
Academic Qualification check
Employment history check
Bankruptcy Record check
Ensuring that Dexus’s fiduciary and statutory obligations to stakeholders (including third party clients, and capital partners) are met

The process for selecting and appointing new directors to the Board can be found at www.dexus.com/boardpolicies

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Overseeing Dexus’s corporate culture and ensuring alignment with Dexus’s stated values

The Board is also responsible for appointing and monitoring performance of the Chief Executive Officer, Company Secretaries and the Group Management Committee.

1.3 Company Secretaries

Company Secretaries play an important role in supporting the effectiveness of the Board and Board Committees. Company Secretaries are responsible for ensuring the smooth running of the Boards and Board Committees and that governance matters are appropriately addressed. They are accountable to the CEO, the Chair of the Board and the Chairs of the Board Committees on all matters relating to the proper functioning of the Board and its Committees. A Company Secretary attends all meetings of the Board. All directors have direct access to the Company Secretaries for guidance and assistance.

1.4 Group Management Committee responsibilities

The Board has appointed a Group Management Committee responsible for setting Dexus’s purpose, values and strategy and achieving Dexus’s goals and objectives, including the prudent financial and risk management of the Group. The Group Management Committee generally meets weekly.

From 1 July to 31 December 2017, the members of the Group Management Committee were:

Chief Executive Officer & Executive Director (Chair)
Chief Financial Officer
Chief Investment Officer
Executive General Manager, Customer and Marketing
Executive General Manager, Funds Management
Executive General Manager, Investor Relations, Communications and Research
Executive General Manager, Office & Industrial
Executive General Manager, Retail and New Fund Development
General Counsel & Company Secretary

From 1 January 2018, the Members are:

Chief Executive Officer & Executive Director (Chair)
Chief Financial Officer
Chief Investment Officer
Executive General Manager, Funds Management
Executive General Manager, Investor Relations, Communications and Sustainability
Executive General Manager, Office & Industrial
Executive General Manager, Retail and Group Marketing
General Counsel & Company Secretary

1.5 Diversity

Dexus supports a diverse and inclusive workplace and has created a culture that is flexible and adaptive to the changing needs of its industry. Dexus is committed to diversity and inclusion principles, and promotes a work environment conducive to the merit-based appointment of qualified employees, senior management and directors. Where professional intermediaries are used to identify or assess candidates, they are made aware of Dexus’s commitment to diversity and inclusion.

During 2018, the Corporate Responsibility, Inclusion & Diversity Committee, chaired by the Chief Executive Officer & Executive Director, continued to promote and encourage a work environment where diversity and inclusion are understood and valued.

Dexus publishes annual statistics on the diversity profile of its Board and senior management, including a breakdown of the type and seniority of roles undertaken by women. This information is available at www.dexus.com/boardpolicies.

Dexus acknowledges and fulfils its obligations under relevant employment legislation including the Workplace Gender Equality Act 2012 (“WGEA”). In 2018, Dexus was awarded an Employer of Choice for Gender Equality Citation by WGEA. Dexus has lodged its 2017-2018 WGEA report containing Dexus’s most recent Gender Equality Indicators and a copy is available on Dexus’s website at www.dexus.com

Dexus set a gender diversity target for 30 June 2018 that at least 33% of non-executive directorships and at least 33% of senior management roles were to be held by women. As at 30 June 2018, women represented 43% of Non-Executive Directors and 35% of senior management roles, with women comprising 50% of Dexus’s overall workforce. Dexus’s definition of ‘Senior Management’ is disclosed in its Diversity Target which is available at www.dexus.com/boardpolicies

Dexus undertakes Gender Pay Equity audits to gain insight into the effectiveness of its Diversity Principles and to review its position on diversity both internally and against external benchmarks. The results of this year’s audit were presented to the Group Management Committee as part of a calibration process at the end of the annual Dexus Compensation Review. In 2018 Dexus reached gender pay equity in likefor-like roles.

Diversity and flexibility is also a key focus of the Property Male Champions of Change (PMCC). Dexus’s Chief Executive Officer, Darren Steinberg is an active member of the PMCC. The PMCC’s focus on driving gender equality in the property industry has resulted in members implementing initiatives relating to flexibility to improve the number of women in the industry and in leadership roles. Flexibility at Dexus provides every employee with the opportunity to have a say in when, how, or where their work is performed. Dexus supports flexible work practices to increase personal wellbeing and employee engagement, improve team performance and motivation, maximise productivity, retain talent, and encourage an organisational culture of diversity and inclusion.

Dexus’s Diversity and Inclusion Principles are available at www.dexus.com/boardpolicies

1.6 Performance of the Board

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 process for Board performance evaluation can be found at www.dexus.com/boardpolicies

Dexus also has a process for periodically evaluating the performance of the Chief Executive Officer and its other senior executives. Please refer to the Remuneration Report which is contained in the 2018 Dexus Annual Report which is available at www.dexus.com.

In 2018, the Board undertook an internal performance evaluation focusing on the effectiveness of the Board and Board Committees in supporting the execution of strategy and ensuring optimisation of organisational performance. Individual feedback for each Director was also provided together with detailed feedback on the key strengths of the Board, including governance and development opportunities.

Principle 2 – Structure the Board to add value

2.1 Dexus corporate governance structure

The following Committees support the Board in discharging its responsibilities:

Board Audit Committee
Board Nomination Committee
Board People & Remuneration Committee
Board Risk Committee

Board Committee membership and responsibilities are revised regularly to ensure maximum effectiveness. The Terms of Reference for the Dexus Board and the Board Committees are reviewed at least annually.

During the Reporting Period, the members of the Board Nomination Committee were:

Richard Sheppard, Chair, Non-Executive Director (Chair)
John Conde AO, Non-Executive Director
Penny Bingham-Hall, Non-Executive Director

The Board Nomination Committee met four times throughout the Reporting Period and all members attended all meetings.

The Board Nomination Committee Terms of Reference can be found at www.dexus.com/boardcommittees.

2.1 Dexus corporate governance structure (continued)

The Board and Board Committees are supported by Group Management Committee as set below (as at 30 June 2018):

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Board Audit
Committee
P St George (Chair)
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----- Start of picture text -----

4 Non-Executive Directors
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To assist the Board in fulfilling its responsibilities by reviewing the integrity and quality of the Group’s (including Dexus’s capital partners) financial statements and disclosures including auditing, accounting and financial reporting processes. Meets at least four times a year.

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Richard Sheppard
Chair
To lead and guide the Board
The Board
1 Non-Executive Chair
6 Non-Executive Directors
1 Executive Director
To ensure that the fiduciary and statutory
obligations to its investors are met. Meets at
least eight times a year.
Board People &
Board Nomination
Remuneration
Committee
Commitee
R Sheppard (Chair)
P Bingham-Hall (Chair)
3 Non-Executive Directors 3 Non-Executive Directors
Assist the Board in fulfilling its Assists the Board in fulfilling its
responsibilities by overseeing responsibilities by overseeing
all aspects of Board nomination, all aspects of Director, Group
performance evaluation and Management Committee and
succession planning. Key Management Personnel
Meets at least twice a year. remuneration and also oversees
aspects of human resources
management and
corporate culture.
Meets at least three
times a year.
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Board Risk Committee
T Dwyer (Chair)
3 Non-Executive Directors
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Assists the Board, Dexus Wholesale Property Limited, Dexus Wholesale Funds Limited and Dexus’s third party clients and partners in fulfilling their responsibilities as they related to risk management (including Work, Health & Safety and risk culture), compliance management, internal audit and sustainability practices and procedures. Meets at least four times a year.

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Group Management Committee
D Steinberg (Chair)
CEO & Executive Director
Chief Financial Officer
Chief Investment Officer
Executive General Managers (4)
General Counsel & Company Secretary
Ensure that the financial and human resources of
DXFM are efficiently and effectively employed in the
achievement of its operational and strategic
objectives.
Meets weekly, or as required.
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2.2 Board skills matrix

The Board Nomination Committee is responsible for reviewing the size, composition, diversity, skill and desired competencies of the Board and Board Committees (and recommending approval by the Board).

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The Board Nomination Committee has identified the skills and expertise deemed necessary for the Board to fulfil its obligations. The following table outlines the required skills and expertise that the Board should possess.

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Areas of skills and expertise
Leadership
– Directorship experience (past and present)
– Senior management experience (past and present)
Capital and funds management
– Experience in the dynamics of raising capital and investment banking
– Experience in the management of third party funds
Finance & accounting
– Experience in analysing and challenging accounting material and financial statements and assessing financial viability
– Experience in understanding financial drivers/funding and business models
Governance
– Experience with corporate governance and standards of complex organisations
– Ability to assess and commitment to ensure the effectiveness of governance structures
People management & remuneration
– Experience in relation to remuneration and the legislation/framework governing remuneration
– Experience in managing people and influencing organisational culture
Property experience (including developments)
– Experience and industry knowledge in the management of properties including property development
– Understanding of stakeholder needs and industry trends
Risk management
– Experience in managing areas of major risk to the organisation
– Experience in workplace health & safety, environmental & community, social responsibility and technology matters affecting organisations
Strategy
– Experience in mergers and acquisitions activities
– Ability to guide and review strategy through constructive questioning and suggestions
– Experience in development and successful implementation of strategy
Sustainability
– Experience in implementing sustainability policies and practices, adopting a long term approach to decision making
– Understanding of environmental and social topics relevant to the property sector
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The Board has also determined that, along with individual director performance, director diversity is integral to a well-functioning board.

The Board has reviewed the skills of the current directors against the skill categories in the table above and determined that the current composition of the Board meets or exceeds the minimum requirements in each category.

2.3 Board composition

Dexus has determined that the size of the Board should be small enough to be able to act quickly, however large enough to ensure a diverse range of views is provided on any issue.

The Board comprises a majority of Independent Directors and at 30 June 2018, the Board comprised eight members including seven independent Non-Executive Directors and the Chief Executive Officer & Executive Director. The DXFM Board allows for the appointment of up to 10 directors, and that a majority, or greater than 50% of the Board should be independent directors, with the Chair to be non-executive and independent. Details of directors as at 30 June 2018 are:

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Name Independent Qualifications Date appointed Years served
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W Richard Sheppard (Chair)	Yes	BEc Hons, FAICD	1 January 2012	6 years 6 months
			(Chair since 28 October 2015)
Penny Bingham-Hall	Yes	BA (Industrial Design), FAICD, SF (Fin) 10 June 2014		4 years
John Conde AO	Yes	BSc, BE (Hons), MBA, FAICD	29 April 2009	9 years 2 months
Tonianne Dwyer	Yes	BJuris (Hons), LLB (Hons)	24 August 2011	6 years 10 months
Mark Ford	Yes	Dip Tech (Comm), CA, FAICD	1 November 2016	1 year 8 months
The Hon. Nicola Roxon	Yes	BA/LLB (Hons), GAICD	1 September 2017	10 months
Peter St George	Yes	CA(SA), MBA	29 April 2009	9 years 2 months
Darren Steinberg	No	BEc, FAICD, FRICS, FAPI	1 March 2012	6 years 4 months

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8% 8%
25% 25%
17%
25% 38%
Professional
Tenure
qualifications
12%
17%
25% 38%
Commerce/
Science Economics Accounting 0-3 years 3-6 years 6-9 years
MBA Law Other 9+ years
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25% 25%
38%
Tenure Diversity
62%
12%
38%
0-3 years 3-6 years 6-9 years Men Women
9+ years
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2.4 Board independence

Non-Executive Directors must be free of any business or other relationship that could interfere materially with the exercise of their unfettered and independent judgement.

The Board has determined that each Non-Executive Director is independent as each Non-Executive Director:

Is not a substantial Security holder of Dexus, nor otherwise associated with a substantial Security holder of Dexus
Is not employed, nor within the last five years has been employed, in an executive capacity by Dexus
Has not been, within the last three years, a principal or an employee of a material professional adviser or a material consultant to Dexus
Has not been a material supplier or customer of Dexus, or otherwise associated with a material supplier or customer
Has no material contractual relationship with Dexus (other than as a Non-Executive Director of Dexus)
Has not served on the Board for a period which could, or could reasonably be perceived to, interfere materially with the director’s ability to act in the best interests of Dexus
Is free from any interest and any business or other relationship which could, or could reasonably be perceived to, interfere with the director’s ability to act in the best interests of Dexus
Is free from family ties or cross-directorships that may compromise director independence

The Board regularly assesses the independence of its directors in light of interests disclosed to it and has determined that each Non-Executive Director has maintained independence throughout the year. The Chair is independent and not the same person as the Chief Executive Officer.

2.6 Meetings

The Board generally meets monthly between February and November, with additional meetings held throughout the year as required. A Board Calendar is developed and agreed at least 12 months ahead of the new calendar year. The calendar provides dates of Board and Board Committee meetings.

Board meetings are normally held at the registered office of Dexus, although some meetings may be held ‘offsite’ allowing directors to visit Dexus owned and managed properties. To maximise participation, video conferencing facilities are utilised as required.

Each standard Board meeting includes a Non-Executive Director only session, led by the Chair, followed by a session in which the Executive Director and the Company Secretary join the meeting. The Chief Financial Officer and Chief Investment Officer then join the meeting.

Remaining members of the Group Management Committee and senior management are also available to provide clarification or answer questions directors may have either prior to the Board meeting or may be invited to attend and present at Board meetings.

Board and Board Committee papers are provided to directors electronically at least three business days prior to the relevant meeting.

Any action items identified by the directors are recorded in the minutes. The Company Secretary ensures that the action items are appropriately addressed and progress is reported to the Board.

Agenda items for Board meetings are set by the Chair in conjunction with the Chief Executive Officer and Company Secretary and include (but are not limited to):

Chief Executive Officer’s report
Company Secretary’s corporate governance update

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Minutes of Board Committee meetings

2.5 Induction programs for new Directors

The Induction Program for newly appointed directors is comprehensive and includes familiarisation with specific structures, policies and legal documents including (but not limited to):

Outline of the Corporate and Committee structure
Organisational charts providing details of business units
Terms of Reference for the Board and Board Committees
Minutes of the previous Board and Board Committee meetings
A copy of the Constitution
A copy of the Business Plan
Dexus Compliance Management Framework
Reports on asset acquisitions, divestments and developments
Management presentations
Other business where directors can raise any topical matters

Please refer to the purpose and focus of the Board Committees diagram on page 3 of this Governance Statement and the Active Governance Statement on pages 22-23 of Dexus’s 2018 Annual Report for some of the activities overseen and addressed by the Board during FY18.

Directors are required to attend 100% of scheduled meetings unless prior approval is provided by the Chair. For the year to 30 June 2018, there was 100% attendance of Non-Executive Directors at all Board Committee meetings (for which they are members) and 99% attendance of NonExecutive Directors at all Board meetings.

Dexus Risk Management Framework
Dexus Risk Appetite Statement
Key Dexus policies including
Directors’ Code of Conduct
Securities Trading (including inside information) Policy
Continuous Disclosure Policy
Diversity and Inclusion Principles

A newly appointed Non-Executive Director will meet with key members of management who will provide an overview of their areas of responsibility. Newly appointed Non-Executive Directors are encouraged to attend each of the Board Committee meetings to assist in understanding the Dexus business model and approach to corporate governance.

2.7 Access to training and information

Directors receive regular presentations by management and external advisers regarding sector, fund, and industry specific trends. NonExecutive Directors are encouraged to seek additional information from management as necessary.

Non-Executive Directors are actively involved in inspections of Dexus properties both collectively and individually and are encouraged to pursue professional development opportunities at the Group’s expense.

Should a Non-Executive Director wish to seek independent professional advice that they believe is necessary to discharge their responsibility as a director, the matter is initially referred to the Chair. Where the Chair determines it is appropriate that advice be sought by the Non-Executive Director, Dexus will pay for such advice.

2.8 Membership on other Boards

The Board acknowledges that membership of other boards is beneficial and accordingly supports and encourages its members to hold directorships on other boards including charitable, community and other not-for-profit boards.

The Board also acknowledges that concurrent service on multiple boards by Dexus directors may impact their overall performance and ability to devote adequate time to each board/position. The Board recognises that the time required to fulfil each directorship role varies and, as a result, has determined that it is not appropriate to set a limit on the total number of directorships held.

Directors will consider the number of directorships they hold to ensure they have sufficient time to attend to the affairs of Dexus. Should a director wish to accept directorships in addition to those already held, the matter is referred to the Chair for approval.

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
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

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Principle 4 – Safeguard integrity in corporate reporting

4.1 Board Audit Committee

To ensure the accurate presentation of each Trust’s financial position, DXFM has in place a structure of review and authorisation, where the Board Audit Committee reviews (among other matters):

Financial statements of each entity
Independence and competence of the external auditor
Semi-annual management representations to the Committee, affirming the veracity of each entity’s Financial Statements
Treasury and Tax related matters such as funding strategies, distribution payout ratio, periodic market guidance and tax risk policy

The Board Audit Committee’s Terms of Reference require that all members are Non-Executive Directors with financial expertise and an understanding of the industry in which Dexus operates. The Board Audit Committee:

Has access to management
Has unrestricted access to external auditors without management present
Has the opportunity to seek explanations and additional information as it sees fit
May also obtain independent professional advice in the satisfaction of its duties at the cost of the Group and independent of management

The Board Audit Committee meets as frequently as required to undertake its role effectively, but not less than four times a year, and the external auditor (PwC) is invited to attend all meetings. The Board also requests that the external auditor of DXFM and its related trusts and entities, attends the Annual General Meeting of the Group and is available to answer questions relating to the audit of the Group’s financial statements, preparation and content of the auditor’s report, the accounting policies adopted by the Group and auditor independence.

From 1 July to 24 October 2017, the members of the Board Audit Committee were:

Representations from the Chief Executive Officer and the Chief Financial Officer on a semi-annual basis on the veracity, maintenance and compliance with laws of the Financial Statements and effectiveness of the financial risk management systems
A fraud risk questionnaire completed by the Group Risk Committee semi-annually to advise of any instances of actual or potential fraud during the period

The Board Audit Committee Terms of Reference is available at www.dexus.com/boardcommittees.

To ensure the independence of the statutory auditor, the Committee has responsibility for approving the engagement of the auditor for any nonaudit service greater than $100,000. At 30 June 2018, fees paid to the external auditor for non-audit services were 7.7% of audit fees.

Dexus’s policy on the selection and appointment of the external auditor is outlined in the Auditor Independence Policy available at www.dexus.com/boardpolicies

During 2018, the Board Audit Committee also focused on:

Valuation of investment properties and indefinite life intangible assets
Investment property transfers to inventory
Capital management and derivative valuations
Financial risks and controls environment
Education sessions on current topics of interest
Financial forecasts and funding plans
Impact of the new Healthcare Wholesale Property Fund
Upgrade of FY18 guidance
Preparation work for new accounting standard for revenue recognition (AASB 15) and financial instruments (AASB 9)
Oversight (with Board Risk Committee) of a project led by Management to review and enhance key business controls
Financial risks and controls environment
Peter St George, Chair, Non-Executive Director
Elizabeth Alexander AM, Non-Executive Director
Tonianne Dwyer, Non-Executive Director
Mark Ford, Non-Executive Director

From 25 October 2017, John Conde joined as a member replacing Elizabeth Alexander and the Board Audit Committee now consists of the following members:

Peter St George, Chair, Non-Executive Director
John Conde AO, Non-Executive Director
Tonianne Dwyer, Non-Executive Director
Mark Ford, Non-Executive Director

Principle 5 – Make timely and balanced disclosure

The Continuous Disclosure Committee meets on a regular basis to consider whether any disclosure obligation is likely to arise as a result of the activities being undertaken by the Group. The Continuous Disclosure Committee is comprised of executives based at Dexus’s corporate head office allowing meetings to be held at short notice.

5.1 Continuous disclosure

To ensure continuous disclosure obligations are met, Dexus has the following procedures in place:

Ongoing education of managers and directors ensuring all parties clearly understand the ASX Listing Rule obligations and the consequences of a breach
Efficient reporting channels capturing information that potentially requires disclosure and bringing it to the immediate attention of the Chief Executive Officer or the General Counsel
An effective monitoring system which helps ensure ongoing compliance
A clear and concise policy outlining obligations and expectations of Dexus employees in the identification and management of matters that may require disclosure to the market

Dexus has established a Continuous Disclosure Committee to assist in the identification and reporting of material matters to the market in the spirit of legislation and regulations.

The Continuous Disclosure Committee members comprise:

Investors continue to have equal and timely access to material information, including the financial status, performance, ownership and governance of the Trusts
Announcements are factual and presented in a clear and balanced way

Management is required to provide a quarterly attestation to the Risk & Compliance team that there have been no issues within their area of responsibility that would be subject to continuous disclosure requirements.

The Chief Executive Officer and/or the General Counsel will immediately notify the Chair of the Board should any material concern arise regarding continuous disclosure. The Chair will then decide whether the issue should be further referred to the full Board or a nominated Board Committee or Sub-Committee prior to any market release being made, if considered appropriate.

The Board has a standing agenda item for it to assess if there are any matters that should be disclosed to the market.

The Continuous Disclosure Policy is available at www.dexus.com/corporatepolicies

General Counsel & Company Secretary (Chair)
Chief Executive Officer
Chief Financial Officer
Chief Investment Officer
Executive General Manager – Investor Relations, Communications and Sustainability

Principle 6 – Respect the rights of security holders

6.2 Stakeholder communication

6.1 Annual General Meeting

The Board conducts an Annual General Meeting (AGM) increasing the opportunity for interaction with Dexus Security holders.

Each AGM is designed to:

Supplement effective communication with Security holders
Provide them with access to balanced and readily understandable information
Increase the opportunities for participation
Facilitate Security holders’ rights to appoint Non-Executive Directors to the Board of DXFM

Dexus recognises the importance of Security holder participation at the AGM and supports and encourages that participation.

The Group’s policy is that all directors attend the AGM, and in 2017 all directors attended the AGM.

The external auditor of the Trusts attends each AGM and is available to answer questions regarding the conduct of the audits of the Trusts’ financial records and their Compliance Plans, as well as the preparation and content of the Auditor’s Report.

Dexus engages an independent service provider, Link Market Services, to conduct any Security holder vote required at the AGM. To facilitate participation, the AGM is webcast live and archived for viewing on Dexus’s website for those Security holders unable to attend the meeting. The results of voting on the items for the formal business of the meeting are released to the market and posted to Dexus’s website after the AGM.

In addition to conducting an AGM, the Group has an investor relations and communications strategy that promotes an informed market and encourages participation with investors. This strategy involves providing an open and ongoing two-way dialogue with the investment community and other key stakeholders that integrates the communication of financial and operational performance and regulatory reporting requirements.

Annual and half-year financial results presentation briefings with institutional investors and analysts are webcast and made available to all investors on Dexus’s website.

Dexus also provides a comprehensive online Annual Reporting Suite comprising the Annual Report, Financial Statements, Corporate Responsibility and Sustainability performance reporting, results presentations and its property synopsis and debt summary report. Dexus’s website enables access to ASX announcements and media releases, annual and half year reports, presentations and analyst support material. Investors can subscribe to alerts from the website to receive communications from Dexus immediately after release. The website also provides historical distribution and tax information and includes an “investor login” section to enable Security holders to update their details directly and download statements from Link Market Services.

Dexus maintains an Investor Relations app available for iPhone, iPad and Android users that provides Security holders with instant access to corporate and stock information such as recent announcements, results reporting and research reports. Dexus has LinkedIn, Facebook and Twitter profiles which enables it to ‘push’ news stories and ASX releases to its large network of Dexus followers.

Enquiries received from Dexus Security holders are addressed in a timely manner in accordance with Dexus’s policy on the handling of enquiries and complaints. Security holders are given the option to receive communications from, and send communications to, Dexus and Link Market Services electronically (where permitted by law).

The Executive General Manager, Investor Relations, Communications and Sustainability is responsible for all stakeholder activities and communications and reviews and approves communications in accordance with Dexus’s material approval process.

The Investor Communications Policy is available at www.dexus.com/corporatepolicies

Principle 7 – Recognise and manage risk

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Risks to Dexus arise from both internal and external factors and include:

7.1 Board Risk Committee

The Board Risk Committee oversees risk management at Dexus. The Committee oversees the Group’s enterprise risk management practices, as well as work, health & safety, environmental management, sustainability initiatives, compliance and internal audit practices. It also oversees the effectiveness and annual review of the Group’s Risk Management Framework, Compliance Management Framework and Risk Appetite Statement.

Dexus’s Risk Management Policy and the Committee’s Terms of Reference are available at www.dexus.com/corporatepolicies.

From 1 July to 24 October 2017, the members of the Board Risk Committee were:

Tonianne Dwyer, Chair, Non-Executive Director
Penny Bingham-Hall, Non-Executive Director
Peter St George, Non-Executive Director
Mark Ford, Non-Executive Director

From 25 October 2017, Nicola Roxon joined as a member and the Board Risk Committee now consists of the following members:

Tonianne Dwyer, Chair, Non-Executive Director
Penny Bingham-Hall, Non-Executive Director
Peter St George, Non-Executive Director
Mark Ford, Non-Executive Director
Nicola Roxon, Non-Executive Director

All members of the Board Risk Committee are independent including the Chair. The Board Risk Committee met four times during the Reporting Period and each member attended all meetings.

While most risks are identified, managed and monitored internally, Dexus has appointed independent experts to undertake monitoring of work, health & safety, environmental risks, risk culture and other risks where expert knowledge is essential to ensure Dexus has in place best practice processes and procedures.

The Board Risk Committee is empowered to engage consultants, advisers or other experts independent of management.

7.2 Risk management

The management of risk is an important aspect of Dexus’s activities, and the Group has a segregated risk function reporting to the General Counsel on a day-to-day basis, as well as a Group Risk Committee comprised of senior executives that supports the Board Risk Committee.

The Head of Risk & Compliance has overall operational responsibility for risk management and is provided direct access to the Chief Executive Officer and Non-Executive Directors.

Climate change/Environment risk
Cyber/Data Governance risk
Talent and Capability risk
Security & Emergency Management risk

In line with a precautionary approach to decision making, activities that could potentially cause harm to the public or the environment receive heightened focus. Where the risk of human or environmental harm is high, the activity is not undertaken.

Various mega-trends may potentially impact Dexus’s strategy and outlook and further information relating to these in addition to the identification and management of risks is available in the Risks section on page 51 of the 2018 Dexus Annual Report and within 2018 Corporate Responsibility Sustainability reporting.

The Risk & Compliance team promotes an effective risk and compliance culture by providing advice, drafting and updating relevant risk and compliance policies and procedures, conducting training and monitoring and reporting adherence to key policies and procedures.

Frameworks have been developed and implemented in accordance with ISO 31000:2009 (Risk Management) and AS 3806:2006 (Compliance Programs).

The functions of the Risk & Compliance team include risk and compliance management and internal audit. The ongoing effectiveness of the risk management, compliance management and internal control systems is reported by the Head of Risk & Compliance to the Group Risk Committee and Board Risk Committee.

Dexus’s internal control procedures are also subject to annual independent verification as part of the GS007 (Audit Implications of the Use of Service Organisations for Investment Management Services) audit.

During 2018, the Board Risk Committee also focused on:

Enhancements to the Risk Appetite Statement
Security risk management at head office and across the portfolio as a result of the heightened terrorist alert announced by Australian National Security
Work health and safety for Dexus employees, contractors, tenants and visitors to Dexus properties
Identification and management of conflicts of interest
Building health and safety including identification and management of facade risk
Control effectiveness for corporate and property operations
2030 Sustainability targets and commitments and climate change resilience
Discussions on risk culture and measurement of risk culture
Oversight (with Board Audit Committee) of a project led by Management to review and enhance key business controls

Principle 8 – Remunerate fairly and responsibly

7.3 Internal audit

7.4 Material exposures

Dexus does not have any material exposure to economic, environmental and social sustainability risks. Dexus is committed to managing any risks on an ongoing basis as part of the Risk Management Framework. Please refer to the Risks section on page 51 of the 2018 Dexus Annual Report for further information.

– Board People & Remuneration Committee Terms of Reference

– Diversity and Inclusion Principles

8.1 Board People & Remuneration Committee

The Board People & Remuneration Committee oversees all aspects of:

Director and Executive remuneration
Director, Chief Executive Officer and management succession planning

From 1 July to 24 October 2017, the members of the Board People & Remuneration Committee were:

John Conde AO, Chair, Non-Executive Director
Penny Bingham-Hall, Non-Executive Director
Richard Sheppard, Non-Executive Director

From 25 October 2017, Penny Bingham-Hall replaced John Conde as Chair and Nicola Roxon joined as a member, and the Board People & Remuneration Committee now consists of the following members:

Penny Bingham-Hall, Chair, Non-Executive Director
Nicola Roxon, Non-Executive Director
Richard Sheppard, Non-Executive Director

All members of the Committee are independent including the Chair. The Board People & Remuneration Committee met five times during the Reporting Period and each member attended all meetings. The Board People & Remuneration Committee Terms of Reference are available at www.dexus.com/boardcommittees.

The Chief Executive Officer, Chief Financial Officer and Head of People & Communities attend the Board People & Remuneration Committee meeting by invitation.

It is the practice of the Board People & Remuneration Committee to meet without executives for part of each meeting, and non-committee members are not in attendance when their own performance or remuneration is discussed.

Details of the Group’s remuneration framework for Executives, NonExecutive Directors and employees are set out in the Remuneration Report that forms part of the Directors’ Report contained in the 2018 Dexus Annual Report starting on page 24. Policies and practices regarding the remuneration of Non-Executive Directors, Executive Directors and other executives are separately disclosed. There are no schemes for retirement benefits (other than compulsory contributions to superannuation) for Non-Executive Directors.

ASX Corporate Governance Principles & Recommendations – checklist

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ASX Principles Reference Comply
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Principle 1 – Lay solid foundations for management and oversight	Principle 1 – Lay solid foundations for management and oversight	Principle 1 – Lay solid foundations for management and oversight
1.1	A listed entity should disclose:		1.1 – 1.5	ü
	(a)	the respective roles and responsibilities of its board and management, and
	(b)	those matters expresslyreserved to the board and those delegated to management
1.2	A listed entity should:		1.2	ü
	(a)	undertake appropriate checks before appointing a person, or putting forward to	Notice
		security holders a candidate for election, as a director, and	of Meeting
	(b)	provide security holders with all material information in its possession relevant to a
		decision on whether or not to elect or re-elect a director
1.3	A listed entity should have a written agreement with each director and senior executive		1.2	ü
	settingout the terms of their appointment.
1.4	The company secretary of a listed entity should be accountable directly to the board,		1.3	ü
	through the chair, on all matters to do with theproper functioningof the board.
1.5	A listed entity should:		1.5	ü
	(a)	have a diversity policy which includes requirements for the board or a relevant
		committee of the board to set measurable objectives for achieving gender diversity
		and to assess annually both the objectives and the entity’s progress in
		achieving them
	(b)	disclose that policy or a summary of it, and
	(c)	disclose as at the end of each reporting period the measurable objectives for
		achieving gender diversity set by the board or a relevant committee of the board in
		accordance with the entity’s diversity policy and its progress towards achieving
		them, and either:
		i. the respective proportions of men and women on the board, in senior
		executive positions and across the whole organisation (including how the
		entity has defined “senior executive” for these purposes), or
		ii. if the entity is a “relevant employer” under the Workplace Gender Equality Act,
		the entity’s most recent “Gender Equality Indicators”, as defined in and
		published under that Act
1.6	A listed entity should:		1.6	ü
	(a)	have and disclose a process for periodically evaluating the performance of the
		board, its committees and individual directors, and
	(b)	disclose, in relation to each reporting period, whether a performance evaluation
		was undertaken in the reporting period in accordance with thatprocess
1.7	A listed entity should:		Remuneration	ü
	(a)	have and disclose a process for periodically evaluating the performance of its senior executives, and	Report in the 2018 Annual Report
	(b)	disclose, in relation to each reporting period, whether a performance evaluation
		was undertaken in the reporting period in accordance with thatprocess

ASX Corporate Governance Principles & Recommendation – checklist (continued)

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ASX Principles Reference Comply
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Principle 2 – Structure of the board to add value	Principle 2 – Structure of the board to add value
2.1	The board of a listed entity should:	2.1	ü
	(a) have a nomination committee which:
	i. has at least three members, a majority of whom are independent
	directors, and
	ii. is chaired by an independent director, and disclose
	iii. the charter of the committee
	iv. the members of the committee, and
	v. as at the end of each reporting period, the number of times the committee met
	throughout the period and the individual attendances of the members at those
	meetings, or
	(b) if it does not have a nomination committee, disclose that fact and the processes it
	employs to address board succession issues and to ensure that the board has the
	appropriate balance of skills, knowledge, experience, independence and diversity
	to enable it to discharge its duties and responsibilities effectively
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills	2.2	ü
	and diversitythat the board currentlyhas or is lookingto achieve in its membership.
2.3	A listed entity should disclose:	2.3	ü
	(a) the names of the directors considered by the board to be independent directors
	(b) if a director has an interest, position, association or relationship of the type
	described in Box 2.3 but the board is of the opinion that it does not compromise the
	independence of the director, the nature of the interest, position, association or
	relationship in question and an explanation of why the board is of that opinion, and
	(c) the length of service of each director
2.4	A majority of the board of a listed entity should be independent directors.	2.3 and 2.4	ü
2.5	The chair of the board of a listed entity should be an independent director and, in	2.3 and 2.4	ü
	particular, should not be the sameperson as the CEO of the entity.
2.6	A listed entity should have a program for inducting new directors and provide appropriate	2.5	ü
	professional development opportunities for directors to develop and maintain the skills
	and knowledge needed toperform their role as directors effectively.
Principle 3 – Act ethically and responsibly
3.1	A listed entity should:	3.1	ü
	(a) have a code of conduct for its directors, senior executives and employees, and
	(b) disclose that code or a summaryof it

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ASX Principles Reference Comply
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Principle 4 – Safeguard integrity in corporate reporting	Principle 4 – Safeguard integrity in corporate reporting
4.1	The board of a listed entity should:	4.1	ü
	(a) have an audit committee which:
	i. has at least three members, all of whom are non-executive directors and a
	majority of whom are independent directors, and
	ii. is chaired by an independent director, who is not the chair of the board, and
	disclose:
	iii. the charter of the committee
	iv. the relevant qualifications and experience of the members of the
	committee, and
	v. in relation to each reporting period, the number of times the committee met
	throughout the period and the individual attendances of the members at those
	meetings, or
	(b) if it does not have an audit committee, disclose that fact and the processes it
	employs that independently verify and safeguard the integrity of its corporate
	reporting, including the processes for the appointment and removal of the external
	auditor and the rotation of the audit engagementpartner
4.2	The board of a listed entity should, before it approves the entity’s financial statements for	4.1	ü
	a financial period, receive from its CEO and CFO a declaration that, in their opinion, the
	financial records of the entity have been properly maintained and that the financial
	statements comply with the appropriate accounting standards and give a true and fair
	view of the financial position and performance of the entity and that the opinion has been
	formed on the basis of a sound system of risk management and internal control which is
	operatingeffectively.
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM	4.1 and 6.1	ü
	and is available to answerquestions from securityholders relevant to the audit.
Principle 5 – Make timely and balanced disclosure
5.1	A listed entity should:	5.1	ü
	(a) have a written policy for complying with its continuous disclosure obligations under
	the Listing Rules, and
	(b) disclose thatpolicyor a summaryof it
Principle 6 – Respect the rights of security holders
6.1	A listed entity should provide information about itself and its governance to investors via	www.dexus.com	ü
	its website.
6.2	A listed entity should design and implement an investor relations program to facilitate	6.2	ü
	effective two-waycommunication with investors.
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and	6.2	ü
	encourageparticipation at meetings of securityholders.
6.4	A listed entity should give security holders the option to receive communications from,	6.2	ü
	and send communications to, the entityand its securityregistryelectronically.

ASX Corporate Governance Principles & Recommendation – checklist (continued)

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ASX Principles Reference Comply
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Principle 7 – Recognise and manage risk	Principle 7 – Recognise and manage risk	Principle 7 – Recognise and manage risk
7.1	The	board of a listed entity should:	7.1	ü
	(a)	have a committee or committees to oversee risk, each of which:
		i. has at least three members, a majority of whom are independent directors, and
		ii. is chaired by an independent director, and disclose:
		iii. the charter of the committee
		iv. the members of the committee, and
		v. as at the end of each reporting period, the number of times the committee
		met throughout the period and the individual attendances of the members at
		those meetings, or
	(b)	if it does not have a risk committee or committees that satisfy (a) above, disclose
		that fact and the processes it employs for overseeing the entity’s risk
		management framework
7.2	The	board or a committee of the board should:	7.1 and 7.2	ü
	(a)	review the entity’s risk management framework at least annually to satisfy itself that
		it continues to be sound, and
	(b)	disclose, in relation to each reporting period, whether such a review has
		takenplace
7.3	A listed entity should disclose:		7.3	ü
	(a)	if it has an internal audit function, how the function is structured and what role it
		performs, or
	(b)	if it does not have an internal audit function, that fact and the processes it employs
		for evaluating and continually improving the effectiveness of its risk management
		and internal controlprocesses
7.4	A listed entity should disclose whether it has any material exposure to economic,		7.4	ü
	environmental and social sustainability risks and, if it does, how it manages or intends to
	manage those risks.

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ASX Principles Reference Comply
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Principle 8 – Remunerate fairly and responsibly	Principle 8 – Remunerate fairly and responsibly	Principle 8 – Remunerate fairly and responsibly
8.1	The board of a listed entity should:		8.1	ü
	(a)	have a remuneration committee which:
		i. has at least three members, a majority of whom are independent directors, and
		ii. is chaired by an independent director,
		and disclose:
		iii. the charter of the committee
		iv. the members of the committee, and
		v. as at the end of each reporting period, the number of times the committee met
		throughout the period and the individual attendances of the members at those
		meetings, or
	(b)	if it does not have a remuneration committee, disclose that fact and the processes it
		employs for setting the level and composition of remuneration for directors and
		senior executives and ensuring that such remuneration is appropriate and not
		excessive.
8.2	A listed entity should separately disclose its policies and practices regarding the		Remuneration Report	ü
	remuneration of non-executive directors and the remuneration of executive directors and		in the 2018
	other senior executives.		Annual Report
8.3	A listed entity which has an equity-based remuneration scheme should:		Remuneration Report	ü
	(a)	have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk	in the 2018 Annual Report
		of participating in the scheme; and
	(b)	disclose thatpolicyor a summaryof it.

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www.dexus.com

AI assistant

DEXUS — Governance Information 2018

64807_rns_2018-08-14_3c73e3ef-ff46-455d-89c8-bb601c9aba66.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

2018 Corporate Governance Statement

ASX Corporate Governance Council Principles and Recommendations Reconciliation

Governance dashboard

Board management, oversight and structure

Act ethically and responsibly and make timely and balanced disclosure

Refer to Principles 3 and 5

Refer to Principles 1 and 2

Safeguard integrity in corporate reporting

Respect the rights of Security holders

Refer to Principle 6

Refer to Principle 4

Recognise and manage risk

Remunerate fairly and responsibly

Refer to Principle 8

Refer to Principle 7

Purpose and focus of the Board Committees

Board of Directors

Audit Committee

Risk Committee

Nomination Committee

Key focus areas for FY18 included:

People & Remuneration Committee

Key focus areas for FY18 included:

Principle 1 – Lay solid foundations for management and oversight

1.2 The Role of the Chair and appointment processes for directors

Related key governance documents:

Board responsibilities

1.1

1.3 Company Secretaries

1.4 Group Management Committee responsibilities

1.5 Diversity

1.6 Performance of the Board

Principle 2 – Structure the Board to add value

Related key governance documents:

2.1 Dexus corporate governance structure

2.1 Dexus corporate governance structure (continued)

2.2 Board skills matrix

2.3 Board composition

2.4 Board independence

2.6 Meetings

2.5 Induction programs for new Directors

2.7 Access to training and information

2.8 Membership on other Boards

Principle 3 – Act ethically and responsibly

Related key governance documents:

3.1 Codes of Conduct

3.2 Trading in Dexus securities

3.3 Conflicts of interest and related party dealings

3.4 Sustainability and responsible investment

Principle 4 – Safeguard integrity in corporate reporting

Related key governance documents:

4.1 Board Audit Committee

Principle 5 – Make timely and balanced disclosure

Related key governance documents:

5.1 Continuous disclosure

Principle 6 – Respect the rights of security holders

6.2 Stakeholder communication

Related key governance documents:

6.1 Annual General Meeting

Principle 7 – Recognise and manage risk

Related key governance documents:

7.1 Board Risk Committee

7.2 Risk management

7.3 Internal audit

Related key governance documents:

7.4 Material exposures

8.1 Board People & Remuneration Committee

ASX Corporate Governance Principles & Recommendations – checklist

ASX Corporate Governance Principles & Recommendation – checklist (continued)

ASX Corporate Governance Principles & Recommendation – checklist (continued)

More from DEXUS

DEXUS Governance Information 2018