Corporate Governance awarded under the RSP as part payment of their Directors’ fees for FY 2023, and for the Group CEO, the contingent share awards under the Share Plans). Ethics And Code Of Business Conduct The Company adheres to an ethics and code of business conduct policy that addresses, amongst others, business ethics, confidentiality, conflict of interest, conduct and work discipline. The Company is committed to doing business with integrity and has a zero-tolerance stance against fraud, bribery and corruption, which extends to its business dealings with third parties. The Company has a Fraud, Bribery and Corruption Risk Management Policy (FBC Policy). The FBC Policy works with various other policies and guidelines to guide all employees to maintain the highest standards of integrity in their work and business dealings. This includes guidelines for the giving and receipt of corporate gifts and concessionary offers. These policies aim to detect and prevent fraud in three ways. First, the Company offers fair compensation packages, based on practices of pay-for-performance and promotion of employees based on merit. The Company also provides healthcare subsidies and financial assistance schemes to alleviate common financial pressures its employees may face. Second, clearly documented policies and procedures incorporate internal controls which ensure that adequate checks and balances are in place. Periodic audits are also conducted to evaluate the effectiveness of these internal controls. Finally, the Company seeks to foster the right organisational culture through its core values and good business conduct and ethical values in its employees. The Company’s zero tolerance stance on fraud, bribery and corruption is reinforced by Management during regular staff communication sessions. Employees are provided with training on these policies and guidelines, which are also accessible on the Company’s intranet. All employees are required to pledge annually that they will uphold the Company’s core values and not engage in any corrupt or unethical practices. A written communications protocol has also been established for the management of communications with various internal and external stakeholders. Interested Person Transactions The Company has processes to comply with the listing rules and regulations governing IPTs. All IPTs (except those under S$100,000) are reviewed by IA on a regular basis. IA then reports to the AC on whether the procedures carried out by Management are in line with the Company’s processes to ensure that the transactions are on arm’s length and normal commercial terms, and are not prejudicial to the interests of the Company and its minority shareholders. AC members with an interest in any IPT are required to abstain from voting and recuse themselves from the deliberations relating to the IPT. Similarly, shareholders interested in an IPT which is subject to shareholders’ approval are not permitted to vote in respect of the IPT. The aggregate value of IPTs in FY 2024 (except those under S$100,000) is disclosed in this Annual Report on page 199. Whistleblowing Policy The Company has a whistleblowing policy, which provides the Group’s employees and parties who have dealings with the Group with well-defined, accessible and trusted channels to report any suspected fraud, corruption, dishonest practices, misconduct, wrongdoing and/or other improprieties relating to the Company and its officers, and provides for independent investigation of any reported incidents and appropriate follow-up actions. It ensures that employees or external parties making any reports in good faith will be treated fairly and the whistleblower’s identity will be kept confidential. An independent committee will investigate such reports. The Company will not tolerate the harassment or victimisation of anyone reporting a genuine concern and will ensure the protection of whistleblowers against reprisal and detrimental or unfair treatment, even if they turn out to be mistaken. The AC is responsible for overseeing and monitoring whistleblowing. Whistleblowing reports can be made to the AC Chairman, and the Company has designated an independent function to investigate such reports. IA reports directly to the AC on all reported cases. The AC reviews all whistleblowing complaints at its quarterly meetings. Independent, thorough investigation and appropriate follow-up actions are taken. The outcome of each investigation is reported to the AC. The whistleblowing policy is publicly disclosed on the Company’s website and made available to all employees on the Company’s intranet. Further, as part of the Group’s efforts to promote fraud and control awareness, the whistleblowing policy is covered during periodic staff communications. Anti-Money Laundering and CounterFinancing of Terrorism Measures The Company is committed to complying with all applicable anti-money laundering and counter-financing of terrorism laws and regulations. The Company has a policy on the prevention of money laundering and terrorism financing, which includes enhanced due diligence checks on counterparties when suspicions of money laundering or terrorism financing arise and reporting of suspicious transactions to the Commercial Affairs Department (Suspicious Transaction Reporting Office). As Singapore is a member of the Financial Action Task Force (FATF), the policy takes into account the FATF recommendations on measures to combat money laundering and terrorist financing relating to the financial sector and designated non-financial businesses and professions, to the extent applicable to the Group’s businesses. In addition, certain entities within the Group are 74 CapitaLand Investment Limited required to comply with specific requirements under antimoney laundering laws applicable to their businesses and/ or the countries in which they operate. Relevant employees undergo periodic training to stay updated on applicable regulations, prevailing trends, techniques and measures to combat money laundering and terrorism financing. Global Sanctions Compliance The Company has a policy to comply with the applicable sanctions laws and regulations. The policy sets out the Company’s sanctions risk appetite and a risk management framework to help Directors, employees and third parties identify areas where breaches of applicable sanctions laws and regulations may arise, and support them in making the right decisions in line with the corporate position, establishing a consistent approach for the organisation’s response to sanctions laws and regulations. Business Continuity Management The Company has established a Business Continuity Management System (BCMS) and is committed to maintaining resilience in our business operations and minimising the impact of potential disruptions on our employees, stakeholders and businesses. The BCMS aims to protect our key stakeholders, data, assets and business activities by embedding business continuity practices in our operations. It outlines clear governance structures, roles and responsibilities, and fostering a resilient culture through training and awareness programs. Business continuity plans, such as Crisis Management Plan and IT Disaster Recovery Plan, are in place to respond and recover from crises. Regular exercises and continuous improvement reviews are carried out to maintain BCMS’ effectiveness and relevance. Attendance Record of Meetings of Shareholders, Board and Board Committees in FY 20241 Board9 Audit Committee (AC) Executive Committee (EXCO) Executive Resource and Compensation Committee (ERCC) Nominating Committee (NC) Risk Committee (RC) Strategy and Sustainability Committee (SSC) General Meeting(s) No. of Meetings Held 5 4 8 3 3 2 4 1 Board Members Miguel Ko 100% – 100% 100% 100% – 100% 100% Lee Chee Koon2 100% – 100% – – – 100% 100% Anthony Lim Weng Kin3 100% – – 100% 100% – 100% 100% Chaly Mah Chee Kheong 100% 100% 100% – – – – 100% Kee Teck Koon4 100% – 100% – – 100% – 100% Gabriel Lim Meng Liang5 100% 100% – – 100% 100% – 100% Judy Hsu Chung Wei 100% – – 100% – 100% – 100% David Su Tuong Sing6 100% 100% – – 100% – 100% 100% Helen Wong Siu Ming7 100% 100% 100% – – 100% 100% 100% Tan Sri Abdul Farid Alias8 100% 100% – – – 100% – 100% Belita Ong 100% – – 100% – 100% – 100% 1 All Directors are required to attend shareholders, Board and/or Board Committee meetings called, in person or via audio or video conference, unless required to recuse. Attendance is marked against the shareholders, Board and Board Committee meetings each Director is required to attend, and the percentage is computed accordingly. 2 Attended all Board Committee meetings on an ex officio basis. 3 Appointed as chairman of the NC with effect from 1 September 2024. 4 Stepped down from the Board, and ceased to be chairman of the RC and a member of the EXCO, upon the conclusion of the 2024 AGM held on 25 April 2024. 5 Ceased to be chairman and a member of the NC and appointed as a member of the AC with effect from 1 September 2024. 6 Ceased to be a member of the AC and appointed as a member of the NC with effect from 1 September 2024. 7 Ceased to be a member of the RC and appointed as a member of the EXCO upon the conclusion of the 2024 AGM held on 25 April 2024. 8 Appointed as chairman of the RC upon the conclusion of the 2024 AGM held on 25 April 2024. 9 Includes a Board Strategy Meeting held over two days. 75 Annual Report 2024
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