CDL has in place a comprehensive structure 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 its business activities. Since 2010, CDL had joined the Securities Investors Association Singapore ('SIAS') and its partners in making the following public Statement of Support, which was reiterated at the 3rd Singapore Corporate Governance Week 2012 (organised by the SIAS) in October 2012:

At the SIAS Investors' Choice Awards 2012 in October 2012, CDL received the Singapore Corporate Governance Award 2012 - 2nd Runner-Up (Big Cap) and the Singapore Most Transparent Company Award -­­­­ Runner-Up (Real Estate Category).

CDL adheres closely to the principles and guidelines of the Code of Corporate Governance 2005 ('2005 Code'). Whilst the revised Code of Corporate Governance 2012 ('2012 Code') will only be applicable to CDL in respect of its financial year commencing 1 January 2013, CDL has commenced compliance with a number of the key revised guidelines under the 2012 Code and will further review its corporate governance practices to bring the same in line with the recommendations under the 2012 Code.

CDL's main corporate governance practices with reference to the following principles of the 2005 code and additionally, where applicable, the 2012 Code are set out in CDL's Corporate Governance Report 2012.

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 & Risk Committee (ARC)

Principle 12: Internal Controls

Principle 13: Internal Audit (IA)

Communication with Shareholders

Principle 14: Communication with Shareholders

Principle 15: Greater Shareholder Participation

For the full Corporate Governance Report, please refer to the Company's Annual Report 2012 at www.cdl.com.sg/annualreport2012, pages 32 to 45.

Corporate Values and Conduct of Business

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 its relationships with customers, suppliers, competitors and towards its employees.

In line with the Board's commitment to maintain high ethical standards which are integral to our corporate identity and business, the Board has also adopted the following three corporate policies in 2012:

  1. Anti-Corruption Policy & Guidelines which sets out the responsibilities of the Group companies and of each employee in observing and upholding CDL's 'zero-tolerance' position against all forms of corruption, bribery and extortion and provides information and guidance to employees on how to recognise, address, resolve, avoid and prevent instances of corruption, bribery and extortion which may arise in the course of their work.
  2. Fraud Policy & Guidelines which provides guidance on actions which may constitute fraudulent conduct and highlights the importance of the implementation, maintenance and compliance with the internal controls framework of the Group and its policies and procedures.
  3. Competition Policy & Guidelines which states the Company's policy to compete fairly and ethically in the conduct of business in all of our markets and provides direction and guidance to employees in their relationships and communications with competitors and customers.

These policies are available on the Company's intranet and have also been disseminated to officers and employees of the Group's key subsidiaries.

Whistle-blowing Policy

CDL has in place a Whistle-blowing Policy where staff of the Company and other persons 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 ARC 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 whistle-blower concerned will be maintained where so requested by the whistle-blower 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 efforts basis, be carried out in a timely manner.

In order to facilitate and encourage the reporting of such matters, dedicated communication channels have been established. These include a whistle-blowing email account at cdl.ethics.hotline@cdl.com.sg and specific contact numbers which are secured.

The Whistle-blowing Policy, which is reviewed by the ARC from time to time to ensure that it remains current, is available on the Company's website and intranet and is easily accessible by all employees and other persons. The ARC has also recently approved the guidelines set out in the Whistle-blowing Investigation Procedures which formalises the procedures for investigating reports received and for taking appropriate follow-up action.

Internal Code on Dealings in Securities

The Company has in place 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 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.