In 2022, CDL continued to be ranked favourably in the Singapore Governance and Transparency Index (SGTI) 2021, ranking joint 4th 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 2022.
In December 2021, SGX RegCo announced new requirements for listed companies to provide climaterelated 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 CDL Board revised the Company’s Board Diversity Policy adopted in 2017, following Singapore Exchange’s new listing rule 710A which took effect from 1 January 2022 and has included inter alia setting targets, plans and timelines to achieve diversity, as well as to disclose in the Company’s annual report the progress in achieving these targets. The revised Board Diversity Policy has been uploaded on the CDL corporate website.
As of end 2022, CDL had two female directors – Mrs Carol Fong and Mrs Wong Ai Ai – out of nine directors. On 10 March 2023, CDL appointed a new male director, Mr Tan Kian Seng, to our Board. With this addition, the female representation on CDL’s Board is at 20%.
Besides gender diversity, the nomination committee (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 fund management;
- Management expertise, for example strategic planning, leadership and customer-based experience; and
- Professional or 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 2022, CDL had no incidents 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. We define significant non-compliance with laws and regulations as matters that have a material impact, financial or otherwise, on CDL and our stakeholders. There were also zero incidents of anti-competitive behaviour or monopolistic practices within CDL.
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 CDL’s principles such as honesty, integrity, responsibility and accountability at all organisational levels. Staff are to observe these principles when conducting official business in dealing with customers, suppliers and colleagues. The CDL Code of Business Conduct and Ethics is published on the staff intranet for easy access.
The code 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
- Protection and 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 staff’s relationships with customers, suppliers, competitors and employees
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.