AUDIT COMMITTEE
Duke Realty Corporation
Procedures for Confidential Submission of Complaints or Concerns Relating to Accounting
or Auditing Matters
The Audit Committee of the Board of Directors of Duke Realty Corporation (the
"Company") has adopted the following procedures for the submission of complaints or
concerns regarding the Company's accounting, internal accounting controls or auditing
matters. Please call Howard Feinsand, the Company's General Counsel, at (770) 717-3267,
if you have questions that are not answered in these procedures.
SUBMISSION OF COMPLAINTS/CONCERNS
Manner of Submission. Complaints or concerns about the Company's accounting, internal
accounting controls or auditing matters may be submitted to the Audit Committee in any
of the following ways:
By mailing a written description of the complaint or concern to the following
address:
Audit Committee Confidential Submission
Duke Realty Corporation
P. O. Box 957083
Duluth, Georgia 30095
By sending a written description of the complaint or concern to the following e-mail
address:
By calling the following toll-free hotline number and leaving a message describing
the complaint or concern:
(866) 298-1630
To be sure that you have reached the correct number, the hotline recording will state
that it is "Duke Realty Corporation's Hotline for submission of complaints and concerns
regarding accounting and auditing matters."
By contacting any member of the Company's Audit Committee.
Publication. The Company will post these procedures on its website and will periodically
include a summary of these procedures in its filings with the Securities and Exchange
Commission.
Confidentiality and Anonymity. Confidentiality is a priority, and all reports will
be treated confidentially to the fullest extent possible. Submissions of complaints or
concerns will not be traced and submissions may be made anonymously. To ensure the
anonymous submission of complaints or concerns via e-mail, please do not send the
submission from an e-mail address that identifies the sender. For submissions that are
not anonymous, the sender may be contacted in order to confirm information or to obtain
additional information.
RECEIPT AND RETENTION OF SUBMISSIONS
Receipt. The General Counsel, or, in his absence, the Deputy General Counsel, will
check the above-mentioned post office box, e-mail address and telephone hotline messages
on a weekly basis and will promptly review all submissions.
Retention. All messages left on the hotline shall be transcribed and all submissions
shall be maintained in a confidential file in the General Counsel's office. Access to the
confidential file shall be restricted to members of the General Counsel's office designated
by the General Counsel and members of the Audit Committee. All submissions shall be
maintained in such file for a minimum of seven (7) years following receipt of such
submissions.
TREATMENT OF AND RESPONSE TO SUBMISSIONS
Review and Response. The General Counsel shall promptly review all submissions and
report in writing all complaints or concerns contained in the submissions to the Audit
Committee in executive session, with the General Counsel's assessment of the complaint or
concern and, to the extent relevant, recommended course of action. In appropriate
circumstances, the General Counsel shall have the authority, in his discretion, to bring
any submission immediately to the attention of the Audit Committee or to the Chairman of
the Audit Committee. All submissions being reviewed at an Audit Committee meeting will
be physically present at the meeting and available for Audit Committee inspection. The
Audit Committee shall determine the appropriate means of addressing the complaints or
concerns and delegate that task to the appropriate member of senior management, or take
such other action as it deems necessary or appropriate to address the complaint or concern,
including obtaining outside counsel or other advisors to assist the Audit Committee.
Follow-up. The General Counsel, or, in his absence, the Deputy General Counsel, shall
be available for follow-up inquiries from persons submitting complaints or concerns. If,
after the follow-up discussion, the person submitting the complaint or concern concludes
that appropriate action has not been taken, he or she may report the matter directly to
a member of the Audit Committee.
Documentation of Response. Receipt of all submissions that are not anonymous will be
acknowledged by the General Counsel's office either orally or in writing, unless the person
submitting the complaint or concern indicates otherwise. The General Counsel's office shall
maintain a record of its response to each submission, including the date of the
acknowledgement and any other actions taken. Such records shall be maintained in the
confidential file with the submissions.
No Retaliation. Retaliation against any person who honestly reports a complaint or
concern to the Company about any accounting, internal accounting controls or auditing
matters, including illegal or unethical conduct, will not be tolerated and will be a cause
for discipline, including possible loss of employment. A person may report retaliation by
the same procedure described above at Section I for reporting complaints or concerns.
January 13, 2003