Approach and principles

DUET's approach to corporate governance

The DUET boards are committed to DUET's achievement of superior financial performance and long-term prosperity, while meeting stakeholders' expectations of sound corporate governance practices. This statement outlines DUET's main corporate governance practices as at 30 June 2011. Unless otherwise stated, they reflect the practices in place throughout the financial year ending on that date.

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.

In setting the corporate governance framework the DUET boards comply with a policy devised to safeguard the interests of investors. The key elements of the policy are:

• Conflicts of interest arising between DUET and  related parties should be managed appropriately and in particular:
  • Related party transactions should be identified clearly and conducted on arm’s length terms
  • Related party transactions should be tested by reference to whether they meet market standards
  • Decisions about transactions with related parties should be made by parties independent of Macquarie and AMPCH.
• The boards of both the corporate vehicles and the management company/responsible entity of the trusts of listed Macquarie managed vehicles which are stapled groups will comprise at least 50% independent directors and at least one of the boards in each stapled group will have a majority of independents see Principle 2 below for details of independence criteria.
• Chinese walls operate to separate Macquarie’s investment advisory and equity capital markets businesses from DUET.

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 can be viewed at www.asx.com.au. The Principles are not prescriptive; however 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 largely conform to the Principles. Any deviation is because of DUET's externally managed structure and the requirements of the Macquarie Fund Policy. We have noted the differences in our reporting.