Principle 3

 

Promote ethical and responsible decision making

DUET is committed to being a good corporate citizen and has a robust framework of policies to achieve this.

Managing conflicts

DUET has established protocols for identifying and managing conflicts. In the case of the DUET boards:

  • Board members declare their interests as required under the Corporations Act, Bermuda Companies Act, ASX Listing Rules and other general law requirements
  • Board members with a material personal interest in a matter are not present at a board meeting during the consideration of the matter and subsequent vote unless the Board (excluding the relevant board member) resolves otherwise
  • Board members with a conflict not involving a material personal interest may be required to absent themselves from the relevant deliberations of the board.

DUET also has a policy for dealing with actual, apparent or potential conflicts of interest which arise out of the fact that RE1 and RE2 are jointly owned by Macquarie Group and AMP Group and that DUET may transact from to time to time or share staff or information with other Macquarie Group companies or managed vehicles. In particular there is a comprehensive related party protocol which has been described in the DUET Annual Report. This requires Macquarie and AMP executives who are board members to absent themselves during voting on transactions with Macquarie Group or AMP Group entities or their respective managed vehicles.

Personal conflicts that might arise generally for directors and staff are covered by the Code of Conduct referred to below.

Ethical conduct

DUET’s Code of Conduct covers DUET’s dealing with external parties and how it operates internally. The Code sets the standards for dealing ethically with employees, investors, customers, regulatory bodies and the financial and wider community, and the responsibility and accountability of individuals for reporting and investigating reports of unethical behaviour. The Code includes whistleblower, anti-corruption and dealing with governments and anti-money laundering policies.

The Code is periodically reviewed and endorsed by the DUET boards. The Code is distributed to all directors and staff and reinforced at induction and other training programs.

Staff and director trading

A policy on securities dealings is in place under which directors and staff involved in the management of DUET are restricted in their ability to deal in DUET stapled securities. Security trading by DUET directors, officers and staff is permitted only during four-week special trading windows following the release of DUET’s half-yearly and yearly financial results, and following the annual general meeting or lodgement with ASIC and ASX of a disclosure document for a capital raising or a cleansing statement for a rights issue.

When the trading window is not opened following results announcements, pending disclosure of significant transactional activity being undertaken by DUET, a special four-week trading window may apply following an ASX release in respect of the transaction.

Special arrangements apply for the trading by nominees of RE1 and RE2 (and their associates) of DUET securities issued in connection with performance fees. Standing instructions must be given to a Macquarie broker during a designated directors and staff trading window to sell at above a designated price with the trade to take place at any time in accordance with the instructions. Any instructions given will be on the basis that Chinese walls are operating with the broker at all times during the currency of the instruction. Alternatively, the securities will be placed in a blind trust with an external broker during a trading window with irrevocable instructions to sell at above a designated price with the trade to take place at any time in accordance with instructions.

Diversity

DUET respects and values diversity in its boards and workforce at all levels and has established a diversity policy.

Macquarie and AMP (the joint venture owners of the DUET management companies) in combination appoint the majority of board members and make management staff available to DUET under formal resourcing arrangements. Accordingly DUET seeks to influence diversity in the Group:

  • at the board and DUET management levels through consultation with Macquarie and AMP. Each of Macquarie and AMP have their own diversity policies in place which are based on similar principles to those of DUET's diversity policy; and
  • at the utility businesses it invests in, through DUET board representatives promoting the implementation of appropriate diversity policies in these businesses to the extent that they are able under the co ownership arrangements.

An annual review of diversity will be considered by the DUET Nomination Committees and boards. This will monitor DUET’s progress in influencing diversity at the board level, in its management team and in the workforces of its utility businesses

The achievement of gender diversity will be measured in the terms of the advancement of women as follows:

  • increasing the number of women on the DUET boards over time as part of the board renewal process
  • increasing the number of women in senior management roles within the group and generally in the workforce of DUET's utility businesses over the next 5 years.

Currently there is one woman on the DUET boards and two women (who perform a shared company secretary/general counsel role) in a six person DUET senior management team. Overall there are approximately 30% women in the DUET management team. They perform mainly support roles.

More detailed reporting will be provided in respect of the diversity of these workforces DUET utility businesses in the next annual report.