CORPORATE GOVERNANCE

We believe practising good corporate governance is central to the health and stability of our financial markets and economy.

Since 2010, we have joined the Securities Investors Association (Singapore) (“SIAS”) and its partners in pledging our commitment to strong corporate governance.

As an affirmation of our pursuit of excellence in transparency and governance, CDL’s ranking on the Singapore Governance and Transparency Index (SGTI) improved from 8th position in 2017 to 7th in 2018. The SGTI assesses companies on their corporate governance disclosure and practices, as well as the timeliness, accessibility and transparency of their financial results announcement.

Diversity on the Board

Recognising that greater diversity in the boardroom will enhance our Board’s decision-making process through the perspectives harnessed from the variety of skills, business experience, industry discipline, gender, age and cultural background of the Board, the board-level Nominating Committee adopted a formal Board Diversity Policy in 2017, which sets out its clear policy and framework for promoting diversity on CDL’s Board.

Demonstrating our Board’s commitment to promote diversity – in particular, gender diversity – Ms Tan Yee Peng, an independent non-executive female director of CDL, was appointed as the first female Chairperson for CDL’s dedicated Board Sustainability Committee. She is also a member of the Audit and Risk Committee and Nominating Committee of CDL. Ms Jenny Lim, an independent non-executive female director of CDL, was also appointed to the Board in 2018. With Ms Jenny Lim’s appointment, female board representation increased from 14% to 29%, achieving the Nominating Committee’s target of having 20% female board representation by 2020, as recommended by the Council for Board Diversity (formerly known as Diversity Action Committee).

Our corporate governance practices are set out in our Annual Report 2018 with specific reference to the principles and guidelines of the Code of Corporate Governance 2012. Where CDL’s practices differ from the principles and guidelines under the 2012 Code, our position in respect of the same is also set out in our Annual Report.

Please refer to CDL’s Annual Report 2018 for our full Corporate Governance Report.

BUSINESS ETHICS AND COMPLIANCE

The Board and Senior Management remain steadfast in conducting business with integrity, consistent with the high standards of business ethics, and in compliance with all applicable laws and regulatory requirements. This shapes a culture of responsibility among employees with a system of checks and balances at all levels of the organisation, and supports the Sustainable Development Goal (SDG) 16 in promoting fair, peaceful and inclusive societies in which businesses can thrive and prosper.

Our employees and business partners can seek advice and raise concerns on possible improprieties such as violation of business ethics, serious breaches of our policies, collusion with suppliers/ contractors, conflict of interest, complaint of discrimination or unfair work practices, to the CDL Ethics Officer, in confidence, through a dedicated email account, toll- free numbers or by mail. The reporting channels, including toll-free numbers for our overseas operations, are published on our corporate website and intranet.

In 2018, CDL had no incident of non-compliance with socio-economic laws and regulations, including legal requirements of marketing and advertising practices, for which significant fines or non-monetary sanctions were issued to the Company. There was also zero incident of anti-competitive behaviour or monopolistic practices within CDL.

Code of Business Conduct and Ethics

Our business principles and practices regarding matters that may have ethical implications are crystallised in an internal code of business and ethical conduct. The code provides a clear framework for staff to observe CDL’s principles such as honesty, integrity, responsibility and accountability at all levels of the organisation and in the conduct of CDL’s business in their dealings with customers, suppliers and colleagues. It is published on our Intranet and easily accessible by all employees.

The code provides guidance on issues such as:

  • Conflicts of interest and the appropriate disclosures to be made
  • The Company’s stance against corruption and bribery
  • Compliance with applicable laws and regulations including those relating to the protection of the environment and the conservation of energy and natural resources
  • Compliance with the Company’s policies and procedures, including those on internal controls and accounting
  • Safeguarding and proper use of the Company’s assets, confidential information and intellectual property rights, including the respect of the intellectual property rights of third parties
  • Competition and fair dealing in the conduct of the Company’s business, in its relationships with customers, suppliers, competitors and towards its employees

Internal Code on Dealings in Securities

CDL’s internal code on securities trading sets out the implications of insider trading and provides guidance and internal regulation regarding dealings in the Company’s securities by our directors and officers. These guidelines prohibit dealing in CDL’s securities

  • on short-term considerations
  • while in possession of unpublished material price-sensitive information in relation to such securities, and
  • during the close period, which is defined as two weeks before the date of announcement of results for the first, second, and third quarter of CDL’s financial year and one month before the date of announcement of the full-year financial results, and ending on the date of the announcement of the relevant results. The directors and employees of CDL are notified in advance of the commencement of each close period relating to the trading of the Company’s securities. The internal code on securities trading is available on our Intranet and can be accessed easily by all employees.