Corporate Governance Framework and Code
The CLP Corporate Governance Framework identifies all the key participants in the responsible governance of the CLP Group, the ways in which they relate to each other and the contribution each makes to the application of effective governance policies and processes.
To achieve the goal of good governance, we are committed to: disclosing our corporate governance principles and practices openly and fully; and continuously improving our principles and practices considering our experience, regulatory requirements, international developments and investor expectations.
We have a set of corporate governance policies and guidelines contributing to the high standard of corporate governance that we have achieved over the years, which includes:
- the CLP Code on Corporate Governance (the CLP Code);
- our well established and documented Corporate Governance Framework; and
- a corporate culture of good governance.
The Corporate Governance Report of the Annual Report discloses our governance performance in detail, including on the following topics:
- Disclosure of conflicts of interest;
- Training and development programmes;
- Board evaluation;
- Board Diversity Policy; and
- Process for appointing a Director.
The Human Resources & Remuneration Committee Report includes the main elements of CLP's remuneration policy.
CLP Board and Board Committees
Our Board plays more than a key role in our Corporate Governance Framework. Under the leadership of our Chairman, the Board cultivates good governance as the cornerstone of our corporate culture. To achieve this, the Board actively promotes the success of the Group by directing and supervising its affairs in a responsible and effective manner.
Our Board Diversity Policy sets out the principles to maintain a Board with a diversity of Directors. We assess the diversity of the Board based on aspects of independence, gender, nationality and ethnicity, skills and experience, as well as the age and length of service on the Board.
The Board discharges some of its responsibilities through delegation to the respective Board Committees and the two Board Committees most involved in sustainability-related matters are the Sustainability Committee and the Audit & Risk Committee.
Code of Conduct
Our Code of Conduct is available to the public and applies across the entire CLP Group of Companies including CLP Holdings, its wholly owned subsidiaries, and joint ventures or companies in which CLP holds a controlling interest. All employees of CLP, irrespective of their positions and functions, are expected to fully adhere to the principles contained in the Code. In the case of joint ventures or companies in which CLP does not hold a controlling interest, the representatives concerned are expected to act in accordance with the Code themselves and to make a concerted effort to influence those with whom they are working to follow similar standards of integrity and ethical behaviour. Likewise, contractors working for CLP are encouraged to follow CLP’s Code of Conduct for the duration of their contract with CLP.
Monitoring and follow-up
Potential violations of the Code are reported to Group Internal Audit (GIA) by employees, vendors, contractors and GIA auditors. Communications are received via anonymous letters, anonymous emails or phone calls to GIA.
The General Representation Letter (GRL) process is one of the means where non-compliance with the Code can be reported. The process reinforces personal responsibility for good governance and controls at all levels within CLP, whereby key managers in the Group are required to sign the Code of Conduct Compliance Statement on an annual basis. Business practices are reviewed and fraud risks in different areas are assessed as part of the process, and irregularities or exceptions are reported for Senior Management’s attention.
We also have a Whistleblowing Policy to encourage and assist whistleblowers to disclose information relevant to misconduct, malpractice or irregularities through a confidential reporting channel (to the extent possible). Please read more here.
All potential violations of the Code are investigated by GIA, except for human resources-related potential violations, which are investigated by Group Human Resources (GHR). Only GIA and GHR assess whether an issue is a violation of the Code of Conduct. Management is responsible for the discipline of their employees who violate the Code. Management’s proposed disciplinary action is reviewed for consistency by the Group Code of Conduct Committee.
Non-compliance with the Code of Conduct results in disciplinary action. The Group Code of Conduct Committee reviews and endorses any disciplinary measures taken. The Committee comprises the Executive Director and Chief Financial Officer, Group General Counsel and Chief Administrative Officer and Chief Human Resources Officer.
In 2015, a separate Code of Conduct Committee was established for EnergyAustralia to provide quicker turnaround on Australian Code of Conduct violations. The EnergyAustralia Code of Conduct Committee acts only for non-senior EnergyAustralia employees.Cases involving senior EnergyAustralia's employees will continue to be brought to the Group Code of Conduct Committee.
In 2017, a separate Internal Complaints Committee was established for CLP India to handle complaints of sexual harassment at the workplace in accordance with Indian law.
Compliance with all laws and regulations is the basic requirement for maintaining the social license to operate. Our commitment to comply with laws and regulations is specified in our Code of Conduct. There are also policies for specific key areas such as CLP Group Competition Policy Statement Policies, Environmental Policies, CLP Privacy Principles, Human Resources Policies, as discussed in the relevant sections.
Monitoring and follow-up
One of the responsibilities of the Board-level Audit & Risk Committee is to ensure that CLP is satisfying its compliance principles as laid out in the Value Framework and the CLP Code, as well as compliance with applicable legal and regulatory requirements including the Listing Rules, the Companies Ordinance and the Securities and Futures Ordinance. It also reviews regulatory and legal cases. Every six months, the Group Legal Affairs department compiles a “CLP Group Key Regulatory and Legal Compliances Issues Report”, covering key regulatory compliance issues as well as legal cases in which CLP is a named defendant for the Board-level Audit & Risk Committee.