CDL has in place a comprehensive system comprising principles, policies and guidelines to ensure that CDL addresses key issues pertinent to our business and performs credibly to stakeholder expectations.
CORPORATE GOVERNANCE
CDL is committed to maintaining good corporate governance and business integrity in all our business activities.To demonstrate our commitment to uphold the highest standards of corporate governance, CDL had joined the Securities Investors Association Singapore ("SIAS") and its partners since 2010 in making the following public Statement of Support, which was reiterated at the 2nd Singapore Corporate Governance Week 2011 (organised by the SIAS) in October 2011:
CDL has adopted a set of internal guidelines on corporate governance ("Internal CG Guidelines") based on the provisions of the Code of Corporate Governance 2005 (the "CG Code").
The following describes the Company's corporate governance policies and practices in our application of the corporate governance principles as set out in the CG Code.
Board Matters
Principle 1: The Board's Conduct of Affairs
Principle 2: Board Composition and Guidance
Principle 3: Chairman and Chief Executive Officer
Principle 4: Board Membership
Principle 5: Board Performance
Principle 6: Access to Information
Remuneration Matters
Principle 7: Procedures for Developing Remuneration Policies
Principle 8: Level and Mix of Remuneration
Principle 9: Disclosure of Remuneration
Accountability and Audit
Principle 10: Accountability
Principle 11: Audit Committee
Principle 12: Internal Controls
Principle 13: Internal Audit
Communication with Shareholders
Principle 14: Communication with Shareholders
Principle 15: Greater Shareholder Participation
For more detailed information on the Company’s 15 Principles listed above, please refer to the Company’s Annual Report 2011 (pages 27 to 39).
Code of Business Conduct and Ethics
The Board and Senior Management are committed to conducting business with integrity and consistent with high standards of business ethics, and in compliance with all applicable laws and regulatory requirements. The Company has adopted an internal code of business conduct and ethics which sets out the Company's ethical values and business principles and provides a communicable and understandable framework for staff to observe these values and principles such as honesty, integrity, responsibility and accountability at all levels of the organisation. The code 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 Company's policies and procedures, including those on internal controls and accounting;
- safeguarding and proper use of Company's assets, confidential information and intellectual property rights, including the respect of the intellectual property rights of third parties; and
- competition and fair dealing in the conduct of the Company's business, in our relationships with customers, suppliers, competitors and towards our employees.
Whistle-blowing Policy
CDL has in place a whistle-blowing procedure where staff of the Company can raise in confidence, whether anonymously or otherwise, concerns on possible improprieties relating to accounting, financial reporting, internal controls and auditing matters as well as any breach of the Code of Business Conduct and Ethics, without fear of reprisals in any form. The AC has the responsibility of overseeing this policy which is administered with the assistance of the Head of IA. Under these procedures, arrangements are in place for independent investigation of such matters raised and for appropriate follow up action to be taken.
The Company is committed to maintaining procedures for the confidential and anonymous submission of reports and the anonymity of the staff concerned will be maintained where so requested by the staff who lodged the report. Investigations of such reports will be handled on a confidential basis to the extent permissible or deemed appropriate under the circumstances, and involve persons who need to be involved in order to properly carry out the investigation and will, on a best effort basis, be carried out in a timely manner.
In order to facilitate and encourage the reporting of such matters, the policy was amended in 2011 to provide for dedicated communication channels which include a whistle-blowing email account at cdl.ethics.hotline@cdl.com.sg and specific contact numbers which are secure which can be found in detail here.
The Whistle-blowing Policy is available on the Company's intranet and is easily accessible by all employees as well as on the Company's website at www.cdl.com.sg.
Internal Code on Dealings in Securities
The Company has adopted an internal code on securities trading which sets out the implications of insider trading and provides guidance and internal regulation with regard to dealings in the Company's securities by our Directors and officers. These guidelines prohibit dealing in the Company's securities on short-term considerations and while in possession of unpublished material price-sensitive information in relation to such securities and during the "closed period", which is defined as two weeks before the date of announcement of results for each of the first three quarters 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.