Governance

Read the full report about CICT’s Governance in our Sustainability Report 2023 here.

FRAMEWORK

CORPORATE GOVERNANCE

The Manager embraces the tenets of good corporate governance, including accountability, transparency and sustainability. It is committed to enhancing long-term Unitholder value and has the appropriate people, processes and structure to direct and manage the business and affairs of CICT Group with a view to achieving operational excellence and delivering the Trust's long-term strategic objectives. The policies and practices it has developed to meet the specific business needs of the CICT Group provide a firm foundation for a trusted and respected business enterprise.

The Board sets the tone from the top and is responsible for setting CICT’s corporate governance standards and policies. This underscores the importance of strong corporate governance to CICT.

For a detailed disclosure on CICT’s governance framework and corporate governance practices for FY 2023 that aligns with the standards of the Code of Corporate Governance 2018 (last amended 11 January 2023) (Code), please refer to the Corporate Governance section of the AR 2023.

FRAUD, BRIBERY AND CORRUPTION (FBC) RISK MANAGEMENT FRAMEWORK

The Manager has a longstanding zero-tolerance stance against FBC2 in the conduct of its business activities and expects all its employees to be committed to the highest standards of integrity in their work and business dealings. The Manager’s employees adhere to CLI’s FBC Risk Management Policy. The policy reiterates the strong stance against fraud, bribery and corruption, and sets the overarching approach and standards in managing FBC risks in an integrated, systematic and consistent manner. This stance is also reiterated during its regular staff communication sessions.

Together with various CLI policies and procedures, the FBC Risk Management Policy is available on CLI’s intranet and is accessible by the Manager’s employees. The policies implemented aim to help detect and prevent FBC by:

Offering a fair compensation package to employees, based on practices of pay-for-performance and promotion based on merit; and providing various healthcare subsidies and financial assistance schemes to alleviate the common financial pressures faced by its employees.
Documenting policies and work procedures which incorporate internal controls to ensure that adequate checks and balances are in place. Periodic audits are also conducted to evaluate the efficacy of these internal controls.
Building and maintaining the right organisational culture through its core values, and educating its employees on business conduct and ethical values.

In addition, all employees of the Manager are to observe ethical principles in the conduct of business activities which include:

Abiding by CLI’s Ethics and Code of Business Conduct Policies which deal with matters such as confidentiality, conflict of interest, conduct and work discipline, the giving and receipt of corporate gifts and concessionary offers, including but not limited to setting out clear policies and guidelines on how to handle workplace harassment and grievances3. This policy also stipulates that donations are not to be made to any political causes through CLI/CICT and/or the Group’s philanthropic arm, CHF.
Abiding by the Anti-Money Laundering and Countering the Financing of Terrorism Policy;
Acting professionally and with integrity;
Practising fair competition;
Honouring contractual commitments made;
Ensuring that one does not make inaccurate or misleading statements;
Making decisions or representations only when duly authorised;
Ensuring appropriateness of frequency and venue when conducting business activities;
Maintaining security and confidentiality of data and information;
Ensuring that one does not manipulate business relationships for personal gains or interests.

CLI’s zero-tolerance policy on FBC extends to all the Manager’s business dealings with third parties (including contractors, subcontractors, consultants, agents, representatives and others performing work or services for or on behalf of the Manager, Trustee and/ or CICT). Pursuant to this policy, it requires that certain agreements entered into by the Manager and/or Trustee incorporate anti-corruption provisions.

Fraud is the use of deception with the intention of obtaining an advantage, or avoiding an obligation or causing loss to another party. Fraud can be perpetuated by employees, third parties or a collusion between employees and third parties. Bribery and Corruption is the offering, promising, giving, accepting or soliciting of an undue advantage of any value (which could be financial or non-financial), directly or indirectly, and irrespective of location, in violation of applicable law. These are usually made as an inducement or reward for a person acting or refraining from acting in relation to the performance of that person’s duties.

This includes the Securities Trading Policy. Under this policy, Directors and employees of the Manager as well as certain relevant executives of the CLI Group (together, the Relevant Persons) are required to refrain from dealing in CICT’s securities (i) while in possession of material unpublished price-sensitive information, and (ii) during the one-month period immediately preceding, and up to the time of announcement of the CICT’s half year and full year financial results. In addition, Directors and certain employees of the Manager, identified as "Key Insiders", are prohibited from dealing in the securities of CICT, except during the open trading window (being one calendar month commencing from the relevant date of announcement of CICT's results), provided that they are not in possession of undisclosed material or price-sensitive information. Directors and/or employees of the Manager are also required to refrain from dealing in securities of CICT if they are in possession of unpublished price-sensitive information of CICT by virtue of their status as Directors and/or employees, and/or in the course of performing their duties. As and when appropriate, they would be issued an advisory to refrain from dealing in the relevant securities. Under the policy, Directors and employees are also discouraged from trading on short-term or speculative considerations. They are also prohibited from using any information with respect to other companies or entities obtained in the course of their employment, in connection with securities transactions of such companies or entities.

Read more about CICT’s Corporate Governance here.