Approach and principles

 

DUET’s structure

DUET is comprised of three Australian public companies: – DUET Company Limited (DUECo), DUET Investment Holdings Limited (DIHL) and DUET Finance Limited (DFL) (collectively the companies) and one Australian trust – DUET Finance Trust (DFT or the Trust). The structure is represented diagrammatically here.

The securities of the Trust and companies are listed on the ASX (ASX: DUE) and must trade and otherwise be dealt with together. There is a Stapling Deed in place between all four entities setting out co-operation arrangements for the operation of this stapled structure.

DUET’s approach to corporate governance

The DUET boards are committed to DUET’s achievement of superior and sustainable financial performance, while meeting stakeholders’ expectations of sound corporate governance practices. This statement outlines DUET’s main corporate governance practices as at 23 September 2016.
 
The DUET boards determine the corporate governance arrangements for DUET. As with all its business activities, DUET is proactive in respect of corporate governance and puts in place those arrangements which it considers are in the best interests of DUET and its investors and consistent with its responsibilities to other stakeholders. It actively reviews Australian and international developments in corporate governance.

ASX Corporate Governance Principles

The ASX Corporate Governance Council (the Council) has Corporate Governance Principles and Recommendations (the Principles) which are designed to maximise corporate performance and accountability in the interests of shareholders and the broader economy. The Principles encompass matters such as board composition, committees and compliance procedures.
 
The Principles (being those under ASX’s 3rd  edition of Corporate Governance Principles and Recommendations dated March 2014) can be viewed at www.asx.com.au.  The Principles are not prescriptive, however ASX listed entities (including DUET) are required to disclose the extent of their compliance with the Principles, and to explain why they have not adopted a Principle if they consider it inappropriate in their particular circumstances.
 
DUET’s corporate governance statement is in the form of a report against the Principles. DUET’s corporate governance policies conform to the Principles and we have lodged with the ASX an Appendix 4G (Key to Disclosures – Corporate Governance Council Principles and Recommendations) and copy of our Corporate Governance Statement. A summary of our disclosure against the Principles is set out below.

Corporate Governance Checklist

  Corporate Governance Council Recommendation Does DUET
follow the recommendation?
  Principle 1 - Lay solid foundations for management and oversight  
1.1 Disclose roles and responsibilities of board and management Y
1.2 Undertake appropriate checks before appointing or electing a person as director Y
1.3 Written agreement with each director and senior executive Y
1.4 Company Secretary accountable directly to Board Y
1.5 Diversity Policy disclosures reported Y
1.6 Board performance evaluation undertaken Y
1.7 Senior executive performance evaluation undertaken Y
  Principle 2 – Structure the board to add value  
2.1 Nomination committee requirements met Y
2.2 Board skills matrix disclosed Y
2.3 Director Independence and tenure disclosed Y
2.4 Majority of the board are independent directors Y
2.5 Chair of the board is an independent director and not the same person as the CEO Y
2.6 Director induction and ongoing training program Y
  Principle 3 – Act ethically and responsibly   
3.1 Code of conduct available on website Y
  Principle 4 – Safeguard integrity in corporate reporting  
4.1 Audit committee requirements met Y
4.2 CEO and CFO financial statements declarations received Y
4.3 External auditors attend AGM and available to answer questions from securityholders Y
  Principle 5 – Make timely and balanced disclosure  
5.1 Continuous Disclosure Policy available on website Y
  Principle 6 – Respect the rights of securityholders  
6.1 Corporate and governance information available on website Y
6.2 Investor relations program Y
6.3 Processes to facilitate and encourage participation at securityholders meetings Y
6.4 Electronic securityholder communication functionality  Y
  Principle 7 – Recognise and manage risk  
7.1 Risk committee requirements met Y
7.2 Annual review of risk management framework  Y
7.3 No internal audit function but internal control processes in place Y
7.4 Disclosure of material exposure to, and management of, economic, environmental and social sustainability risk Y
  Principle 8  
8.1 Remuneration committee requirements Y
8.2 Remuneration practices disclosed Y
8.3 Remuneration Policy disclosures regarding equity based remuneration Y