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Overview

Our Corporate Governance

Corporate Governance and Business Ethics

The Corporate Governance and Business Ethics sets out ethical values and business principles applicable to all employees of City Gas. All employees are expected to observe values such as integrity, responsibility and accountability while carrying out their duties and responsibilities in their daily dealings with colleagues, customers, suppliers, traditional and social media, business associates and the community.

The Corporate Governance and Business Ethics also provides for standards of practice expected of all employees when dealing with conflicts of interests, confidential information, health, safety and environment concerns, and other matters.

Anti-Corruption Policy

As a subsidiary of the Keppel Infrastructure Trust (“KIT”), and in line with City Gas’ policy to maintain high ethical standards as provided in the Corporate Governance and Business Ethics, City Gas has adopted the Keppel Group (“Group”)’s anti-corruption policy to facilitate the development of controls that will aid in the detection and prevention of all forms of corruption and bribery. The anti-corruption policy provides guidance on actions which may constitute bribery and corruption and sets out procedures to be followed by City Gas employees and persons acting on behalf of City Gas.

Whistle-blower Protection Policy

As a subsidiary of the KIT, City Gas has adopted the Group’s Whistle-blower Protection Policy (the “Policy”) to encourage reporting in good faith of suspected Reportable Conduct (as defined below) by establishing clearly defined processes through which such reports may be made with confidence that employees and other persons making such reports will be treated fairly and, to the extent possible, protected from reprisal.

Reportable Conduct refers to any act or omission by an employee of the Group or contract worker appointed by a company within the Group, which occurred in the course of his or her work (whether or not the act is within the scope of his or her employment) which in the view of a Whistle-Blower acting in good faith, is:
1. dishonest, including but not limited to theft or misuse of resources within the Group;
2. fraudulent;
3. corrupt;
4. illegal;
5. other serious improper conduct;
6. an unsafe work practice; or
7. any other conduct which may cause financial or non-financial loss to the Group or damage to the Group’s reputation.

A person who files a report or provides evidence which he knows to be false, or without a reasonable belief in the truth and accuracy of such information, will not be protected by the Policy and may be subject to administrative and/or disciplinary action.

Similarly, a person may be subject to administrative and/or disciplinary action if he subjects (i) a person who has made or intends to make a report in accordance with the Policy, or (ii) a person who was called or may be called as a witness, to any form of reprisal which would not have occurred if he did not intend to, or had not made the report or be a witness.

The General Manager (Group Internal Audit) is the Receiving Officer for the purposes of the Policy and is responsible for the administration, implementation and overseeing ongoing compliance with the Policy. She reports directly to the Group’s Audit Committee (“AC”) Chairman on all matters arising under the Policy.

Reporting Mechanism

The Policy emphasises that the role of the Whistle-Blower is as a reporting party, and that Whistle-Blowers are not to investigate, or determine the appropriate corrective or remedial actions that may be warranted. Employees are encouraged to report suspected Reportable Conduct to their respective supervisors who are responsible for promptly informing the Receiving Officer, who in turn is required to promptly report to the Group’s AC Chairman, of any such report. The supervisor must not start any investigation in any event. If any of the persons in the reporting line prefers not to disclose the matter to the supervisor and/or Receiving Officer (as the case may be), he may make the report directly to the Receiving Officer or the Group’s AC Chairman.

Other Whistle-Blowers may report a suspected Reportable Conduct to either the Receiving Officer or the Group’s AC Chairman.

All reports and related communications made will be documented by the person first receiving the report. The information disclosed should be as precise as possible so as to allow for proper assessment of the nature, extent and urgency of preliminary investigative procedures to be undertaken.

Investigation

The Group’s AC Chairman will review the information disclosed, interview the Whistle-Blower(s) when required and, either exercising his own discretion or in consultation with the other AC members, determine whether the circumstances warrant an investigation and if so, the appropriate investigative process to be employed and corrective actions (if any) to be taken. The Group’s AC Chairman will use his best endeavours to ensure that there is no conflict of interests on the part of any person involved in the investigations.

All employees have a duty to cooperate with investigations initiated under the Policy. An employee may be placed on administrative leave or investigatory leave when it is determined by the Group’s AC Chairman that it would be in the best interests of the employee, the Company or both. Such leave is not to be interpreted as an accusation or a conclusion of guilt or innocence of any employee, including the employee on leave. All participants in the investigation must also refrain from discussing or disclosing the investigation or their testimony with anyone not connected to the investigation. In no circumstance should such persons discuss matters relating to the investigation with the person(s) who is/are subject(s) of the investigation (“Investigation Subject(s)”).

Identities of Whistle-Blower, participants of the investigations and the Investigation Subject(s) will be kept confidential to the extent possible.

No reprisal

No person will be subject to any reprisal for having made a report in accordance with the Policy or having participated in the investigation. A reprisal means personal disadvantage by:
1. dismissal;
2. demotion;
3. suspension;
4. termination of employment / contract;
5. any form of harassment or threatened harassment;
6. discrimination; or
7. current or future bias.

Any reprisal suffered may be reported to the Receiving Officer (who shall refer the matter to the Group’s AC Chairman) or directly to the Group’s AC Chairman. The Group’s AC Chairman shall review the matter and determine the appropriate actions to be taken. Any protection does not extend to situations where the Whistle-Blower or witness has committed or abetted the Reportable Conduct that is the subject of allegation. However, the Group’s AC Chairman will take into account the fact that he or she has cooperated as a Whistle-Blower or a witness in determining the suitable disciplinary measure to be taken against him or her.

Confidentiality

All concerns raised or information received will be treated with strict confidence and subject to exceptional circumstances, every effort will be made to ensure that confidentiality is maintained throughout the process. Exceptional circumstances include instances where City Gas is under a legal obligation to disclose the information provided to the appropriate external regulatory authority.

The Corporate Governance and Business Ethics, Anti-corruption Policy and Whistle-blower Protection Policy have been disseminated to all employees.

All contents © copyright 2016 City Gas Pte Ltd (as Trustee). All rights reserved
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