ORGANISATIONAL CAPITAL

CORPORATE GOVERNANCE AND RISK MANAGEMENT

For our full Corporate Governance Report, please refer to CDL’s AR 2025.

Board Diversity

n 2022, the Board, in line with Singapore Exchange (SGX) requirements and on the recommendation of the then board-level Nominating Committee (NC), updated its Board Diversity Policy. The Board Diversity Policy sets out a clear policy and framework for promoting diversity on CDL’s Board and is uploaded on the CDL corporate website.

On 21 February 2025, the NC and the Remuneration Committee merged to form the Nominating and Remuneration Committee (NRC) in order to streamline and facilitate holistic oversight and consideration of the appointment, performance and compensation of the Directors and key management personnel.

As of 31 December 2025, CDL has four female directors – Mrs Carol Fong, Mrs Wong Ai Ai, Ms Jennifer Duong Young and Ms Wong Su Yen – out of 10 directors. This brings female representation on the Company’s Board to 40%.

Besides gender diversity, the NRC also considered other aspects of Board diversity such as age, sustainability-related skills, knowledge and experience in its review of the composition and mix of the Board and Board Committees. The NRC has put in place a skills matrix to ensure that the Board is equipped to oversee sustainability strategies, as well as help to identify gaps in the Board and the Board Committees. The skills matrix classifies skills, experience and knowledge of the existing Directors into the following several broad categories:

• Industry knowledge, namely, real estate and hospitality-related businesses and management and fund management;
• Management expertise, for example in strategic planning, leadership and customer-based experience; and
• Professional skills in specific areas such as audit/ finance, risk, digital/information technology, legal, and sustainability

Business Ethics And Compliance

The Board, Executive Committee (ExCo), and senior management are responsible for and remain steadfast in conducting business with integrity, consistent with high standards of business ethics, and in compliance with all applicable laws and regulatory requirements.

In 2024, the Group had no incidents of significant non-compliance with socio-economic laws and regulations, including legal requirements of marketing and advertising practices, for which significant fines or non-monetary sanctions were issued to the organisation. We define significant non-compliance with laws and regulations as matters that have a material impact, financial or otherwise, on CDL Group and our stakeholders. There were also no incidents of anti-competitive behaviour or monopolistic practices. Our business principles and practices regarding matters that may have ethical implications are encapsulated in the CDL Code of Business Conduct and Ethics, which is published on the staff intranet. It communicates the Company’s principles such as honesty, integrity, responsibility and accountability at all levels. Staff are to observe these principles when dealing with customers, suppliers and colleagues. Awareness bulletins are published on the Company’s intranet for a quick refresher anytime on key elements of our stance against corruption. Fraud risk awareness training and assessments covering topics such as bribery and conflicts of interest were also conducted for selected front-line business units.

100% of the Company’s full-time and part-time employees complete annual refresher trainings for the following areas: CDL Data Privacy and Protection, CDL Code of Business Conduct and Ethics, CDL Anti-Bribery and Anti-Corruption^, CDL Anti Money Laundering, Counter Financing of Terrorism and Counter Proliferation Financing.

As part of their orientation programme, new hires across the Group are required to learn about their respective Code of Business Conduct and Ethics and/ or other related corporate policies and procedures including Anti-Corruption, Fraud, Competition, and Whistleblowing. Similarly, any new directors joining the Company are also informed on these policies through induction materials shared with them. The Company’s new hires are also required to complete a self-paced, interactive e-learning module (also accessible for all employees) that provides information and guidance to recognise, address, resolve, avoid and prevent instances of corruption. In 2025, 100% of the Company’s new hires were educated with anti-corruption knowledge.

The CDL Code of Business Conduct and Ethics provides guidance on issues such as:

• Conflicts of interest and the appropriate disclosures to be made
• Zero tolerance 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 CDL’s policies and procedures, including those on internal controls and accounting
• Safeguarding and proper use of CDL’s assets, confidential information and intellectual property rights, including the respect of the intellectual property rights of third parties
• Competition and fair dealing in the conduct of CDL’s business, in our relationships with customers, suppliers, competitors and employees

MCK has its own Code of Conduct which is part of its employees’ employment contract, and its own Competition Law Policy. MCK also follows the M&C global anti-bribery policy requirements.

Implemented in 2020, the CDL Conflict of Interest Guidelines aims to prevent any unjustified appointment of vendors and reduce suggestions that unethical actions were taken by employees due to their relationship with an external vendor. Accessible on the staff intranet, it sets out guidance on identifying any deemed interest towards a current or prospective vendor. In the event of a conflict of interest, a staff declaration is mandatory, and the staff shall abstain from having any business dealing with the identified vendor.

BOARD OVERSIGHT

For good corporate governance, all corporate policies are reviewed and approved by our Board of Directors, the relevant board committees, and representatives of the ExCo and senior management. New directors are provided with an onboarding e-manual that includes all our corporate policies for their knowledge and compliance. Through our quarterly risk reports, the Audit & Risk Committee (ARC) is kept informed of any major corruption.

WHISTLEBLOWING PROCEDURE

Our employees and business partners can seek advice and raise concerns in confidence about possible improprieties, relating to accounting, financial reporting, internal controls, auditing and workplace safety and health concerns or other matters, to the CDL Ethics Officer through a dedicated email account, toll-free numbers or by mail, regarding violation of business ethics, serious breaches of Group policies, fraud, corruption, collusion with suppliers/ contractors and/or conflicts of interest. Toll-free lines for callers from Singapore, China, Thailand, the UK, and the US are also available 24 hours a day, 7 days a week. The reporting channels are published on our corporate website and staff intranet. MCK has its own Whistleblowing Policy which was updated in 2023 to align with relevant legislation in New Zealand. Complaints can be sent by email to the Chair of the respective audit committee or directly through to the CDL Ethics Officer. Complainants can choose to retain anonymity or provide their name and contact details.

The ARC has overall authority and oversight of the Whistleblowing Policy, which is administered with the assistance of the Head of Internal Audit. Procedures are in place for independent investigation and for appropriate follow-up actions to be taken. Any improprieties involving the Head of Internal Audit (also the CDL Ethics Officer) may be reported to the Chairman of the ARC.

As of 31 December 2025, there were 11 non-major incidents of fraud across CDL Group.