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We are committed
to maintaining good corporate governance in
accordance with the principles and guidelines
set out in the Code of Corporate Governance
released by the Council on Corporate Disclosure
and Governance in 2005 (“CCDG Code”)
and the Company has adopted a set of internal
guidelines on corporate governance aligned with
the CCDG Code. For more detailed information
on the Company’s corporate governance
practices, please refer to the Company’s
Corporate Governance Report as set out in the
Company’s Annual Report 2009 (pages 27
to 35).
The Company recognises
the importance of strong corporate governance
in the pursuit of continued and sustainable
growth in the Group’s economic, social
and environmental performance, and to ensure
effectiveness of the Company’s CSR initiatives
and activities.
The Board of
Directors (the “Board”) has general
oversight of the Company’s business, with
its primary functions being the setting of corporate
policy, providing guidance and approving strategic
plans and direction for the Company, reviewing
Management performance, establishing and overseeing
the framework for internal controls and risk
management, and assuming the responsibility
for good corporate governance. The Board comprises
8 members, all of whom are non-executive Directors,
except for the Chairman and the Managing Director.
There is a strong and independent element on
the Board with 5 out of the 6 non-executive
Directors considered to be independent, each
viewed by the Board as being capable of maintaining
his objectivity and independence at all times
in the carrying out of his duties and responsibilities
as an independent Director.
The responsibilities
of the Board are carried out either directly
by the Board or through committees established
by the Board, which include the following:
| (i) |
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The
Board Committee, comprising 5
Directors, the majority of whom are non-executive,
which deliberates on operational matters
requiring Board review. |
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| (ii) |
The Audit
Committee, comprising 4 non-executive
and independent Directors, which assists
the Board, inter alia, in providing an
independent review of the effectiveness
of the CDL Group’s financial reporting
process and material internal controls,
encompassing financial, operational, compliance
and risk management controls. Such review
is undertaken through a monitoring programme
involving internal and external audits. |
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| (iii) |
The Nominating
Committee, comprising 3 Directors,
the majority of whom including the Chairman
are non-executive and independent, which
assists the Board in the recommendation
and review of board appointments and reappointments,
determination of independence of each
Director and identification of new directors
who have the requisite knowledge, experience
and skills to contribute effectively to
the Board. The Nominating Committee also
evaluates the Board’s performance
as a whole on an annual basis, using objective
and appropriate quantitative and qualitative
criteria with quarterly performance indicators
which include comparisons of the Company’s
performance for the period under review
against the Company’s performance
for the corresponding period in previous
years and also against industry peers
and industry averages. |
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| (iv) |
The Remuneration
Committee, comprising 3 non-executive
Directors, all of whom including the Chairman
are independent, which assists the Board
in the review and recommendation for endorsement
of the Board, a framework of remuneration
and specific remuneration packages for
each Director, including the Executive
Chairman, the Managing Director and also
for the Group General Manager. The Remuneration
Committee in its review role, also ensures
that remuneration policies of the Company
are generally in line with the strategic
objectives set by, and corporate values
of, the Company. Such remuneration framework,
which includes both fixed and variable
components, takes into account, amongst
other factors, the individual’s
performance, the performance of the Group
and industry practices. |
Mr Kwek Leng
Beng is the Executive Chairman of the Company
and the Chairman of the Board. The holding of
these dual roles by Mr Kwek Leng Beng, together
with the strengths brought to these roles by
a person of Mr Kwek Leng Beng’s stature
and experience, has been considered by the Board.
Taking into account also the internal controls
in place to allow effective oversight by the
Board to ensure appropriate balance and authority
for the Board to exercise objective decision-making,
the Board is of the view that there is currently
no necessity to effect a separation of the role
of the Chairman of the Board and the Executive
Chairman, and these two roles may be performed
by one person to facilitate the Group’s
decision-making and implementation process.
As the most senior
executive in the Company, Mr Kwek Leng Beng
provides overall leadership and strategic vision
for the CDL Group. He is assisted by his brother,
Mr Kwek Leng Joo, the Managing Director of the
Company, in charting broad direction, strategies
and policies of the CDL Group. Mr Kwek Leng
Joo also has charge of the overall co-ordination
of the Management team for the effective implementation
of business strategies and policies.
The Company has
adopted a Code of Business Conduct and Ethics
which sets out the ethical values and business
standards of the Company. The Code provides
a communicable and understandable framework
for all Directors and 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 relationships with its customers, suppliers
and amongst employees, including situations
where there are potential conflicts of interests.
Since 2006, the
Company has also adopted a whistle-blowing policy
and put in place procedures whereby staff of
the Company can raise in confidence and on an
anonymous basis legitimate bona fide concerns
on possible improprieties relating to accounting,
financial reporting, internal controls and auditing
matters without fear of reprisals in any form.
Within these procedures are arrangements for
independent investigation of such matters raised,
for appropriate follow up action to be taken
and for reports to be made to the Audit Committee
which has oversight responsibility of this policy.
Such policy is communicated to all staff company-wide
and its scope includes possible improprieties
involving fraud or deliberate error in the recording,
maintaining, preparation or audit of the Group’s
financial records and statements, use of the
Group’s assets, funds or property for
illegal, improper or unethical purposes, acts
of corruption or bribery, and improper actions
or omissions which are likely to endanger employees,
customers, suppliers and/or members of the public.
Since 2002, the
Company has established a formal risk management
framework, which is benchmarked against international
risk management standards, to enable significant
business risks within the Company’s property
investment, development and management arm to
be identified, assessed, evaluated, monitored
and managed. Further enhancements to the framework
were implemented in 2007 with the assistance
of independent consultants to manage the strategic
business risks which are reflective of the changes
in markets, products and emerging best practices.
The efforts of the Company in this area underline
the importance of risk management in the Company’s
business activities and as an essential component
of its planning process. The Board’s overall
responsibility in this area is supported by
the Audit Committee which has general oversight
of the Company’s risk management policy
and procedures. For more information detailing
the Company’s risk management process,
please refer to the following section on Risk
Management.
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