CORPORATE GOVERNANCE

We are committed to upholding a high standard of corporate governance and business integrity in all our activities, which is essential for the long-term viability of our business.

Since 2010, CDL has joined the Securities Investors Association (Singapore) (SIAS) and its partners in pledging our commitment to corporate governance excellence, which was reiterated at the 8th Singapore Corporate Governance Week organised by SIAS in September 2017:

“As an Organisation, we are committed to upholding high standards of corporate governance to enhance shareholder value. We believe practising good corporate governance is central to the health and stability of our financial markets and economy.”

Testament to our pursuit for excellence in governance and transparency, we have improved our ranking on the Singapore Governance and Transparency Index (SGTI) from the 10th position in 2016 to the 8th position in 2017. 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.

As part of our Board’s commitment to promote diversity, especially gender diversity, Ms Tan Yee Peng, an independent non-executive female director, was appointed to the Nominating Committee. The Committee also approved the target of having women make up 20% of CDL’s Board by 2020, as recommended by the Diversity Action Committee Singapore. As of 2017, female representation on CDL’s Board is approximately 14% of the total board size, comprising one female director out of seven directors.

Our corporate governance practices are set out in CDL’s Annual Report 2017 with specific reference to the principles and guidelines of the Code of Corporate Governance 2012 (2012 Code). Where the Company’s practices differ from the principles and guidelines under the 2012 Code, the Company’s position in respect of the same is also set out in our Annual Report.

Please refer to CDL’s Annual Report 2017 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 2017, CDL had zero incident of non- compliance with 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 and monopoly practices within the Company.

Code of Business Conduct and Ethics

CDL has in place an internal code of business and ethical conduct crystallising the Company’s business principles and practices with regard to matters which may have ethical implications. The code provides a communicable and understandable framework for staff to observe the Company’s principles such as honesty, integrity, responsibility and accountability at all levels of the organisation and in the conduct of the Company’s business in their dealings with customers, suppliers and amongst fellow colleagues. It is available on the Company’s intranet and is 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 with regard to dealings in the Company’s securities by its Directors and officers. These guidelines prohibit dealing in the Company’s securities (a) on short-term considerations, (b) while
in possession of unpublished material price-sensitive information in relation to such securities, and (c) during the “closed period”, which is defined as two weeks before the date of announcement of results for the first, second, and third quarter of the Company’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 the Company are notified in advance of the commencement of each “closed period” relating to dealing in the Company’s securities. The internal code on securities trading is available on the Company’s intranet and is easily accessible by all employees.