CORPORATE GOVERNANCE AND RISK MANAGEMENT

In 2023, the Company continued to be ranked favourably in the Singapore Governance and Transparency Index (SGTI) 2023, ranking joint 5th amongst listed companies in Singapore. The SGTI assesses companies on their corporate governance disclosure and practices, as well as the timeliness, accessibility and transparency of the announcement of their financial results. For our full Corporate Governance Report, please refer to the CDL Annual Report 2023.

Board Diversity

In December 2021, SGX announced new requirements for listed companies to provide climate-related disclosures based on the TCFD Recommendations. Issuers are required to set a board diversity policy from 2022 and provide details such as diversity targets, plans, timelines and progress in their annual reports. In 2022, the Board, on the recommendation of the board-level Nominating Committee (NC), updated its Board Diversity Policy. The Board Diversity Policy sets out a clear policy and framework for promoting diversity on CDL’s Board and is uploaded on the CDL corporate website.

As of end 2023, CDL had two female directors – Mrs Carol Fong and Mrs Wong Ai Ai – out of ten directors. This brings female representation on the Company’s Board to 20%.

Besides gender diversity, the NC also considered other aspects of Board diversity such as age, skills, knowledge and experience in its review of the composition and mix of the Board and Board Committees. The NC has put in place a skills matrix to help identify gaps in the Board and the Board Committees. The skills matrix classifies skills, experience and knowledge of the existing Directors into the following several broad categories:

  • Industry knowledge namely, real estate and hospitality-related businesses and management and fund management;
  • Management expertise, for example strategic planning, leadership and customer-based experience; and
  • Professional skills in specific areas for example, audit/ finance, risk, digital/information technology, sustainability and legal.

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. In 2023, the Group had no incidents of significant 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 organisation. We define significant non-compliance with laws and regulations as matters that have a material impact, financial or otherwise, on CDL Group and our stakeholders. There were also no incidents of anti-competitive behaviour or monopolistic practices within the Group.

Our business principles and practices regarding matters that may have ethical implications are encapsulated in the CDL Code of Business Conduct and Ethics. It communicates the Company’s principles such as honesty, integrity, responsibility and accountability at all levels. Staff are to observe these principles when dealing with customers, suppliers and colleagues. The CDL Code of Business Conduct and Ethics is published on the staff intranet for easy access.

The CDL Code of Business Conduct and Ethics provides guidance on issues such as:

  • Conflicts of interest and the appropriate disclosures to be made
  • CDL’s zero tolerance 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 CDL’s policies and procedures, including those on internal controls and accounting
  • Safeguarding and proper use of CDL’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 CDL’s business, in our relationships with customers, suppliers, competitors and employees

M&C New Zealand has its own Code of Conduct which is part of its employees’ employment contract, and its own Competition Law Policy. M&C New Zealand also follows the M&C global anti-bribery policy requirements.

Implemented in 2020, the CDL Conflict of Interest Guidelines aims to prevent any unjustified appointment of vendors and reduce possible suggestions that unethical actions were taken by employees due to their relationship with an external vendor. Accessible on the staff intranet, it sets out guidance on identifying any deemed interest with a current or prospective vendor. In the event of a conflict of interest, a staff declaration is mandatory, and the staff shall abstain from having any business dealing with the identified vendor.