97 Annual Report 2024 behalf of CICT, has a prima facie case against the party allegedly in breach under such agreement, the Manager is obliged to pursue the appropriate remedies under such agreement; and (f) at least one-third of the Board shall comprise IDs. In respect of voting rights where the Manager would face a conflict between its own interests and that of Unitholders, the Manager shall exercise such voting rights according to the Trustee’s discretion. Dealings in Securities The Manager has a securities trading policy for the officers and employees which applies the best practice recommendations in the Listing Manual. Directors and employees of the Manager and certain relevant executives of the CLI Group (together, the Relevant Persons) must refrain from dealing in CICT’s securities (i) while in possession of material unpublished price sensitive information, and (ii) during the one-month period before the announcement of CICT’s half-year and full-year financial statements. The Manager also does not deal in CICT’s securities during the black-out period. In addition, Directors and certain employees identified as “Key Insiders” are prohibited from dealing in CICT’s securities, except during the open trading window (being one calendar month from the announcement of CICT’s results), provided that they are not in possession of undisclosed material or pricesensitive information. They must also give prior notice to the CEO of any trade in CICT’s securities during the open trading window. This policy also provides for the Manager to maintain a list of persons who are privy to price-sensitive information relating to the CICT Group where required under the Listing Manual. Directors and employees of the Manager are discouraged from trading on short term or speculative considerations, and are prohibited from using information obtained through their employment to trade in securities of other entities. Directors must notify the Manager of their interest in CICT’s securities within 2 business days after becoming a Director; or acquiring such interest, and notify of any change in their interests within 2 business days. Dealings by the Directors are disclosed in accordance with the SFA and the Listing Manual. In FY 2024, based on the information available to the Manager, save as disclosed in accordance with such requirements and other than the Units awarded as part payment of Directors’ fees and CEO’s remuneration under the Unit Plans, there were no dealings by the Directors in CICT’s securities. Code of Business Conduct The Manager adheres to an ethics and code of business conduct policy that addresses, amongst others, confidentiality, conflict of interest, conduct and work discipline, corporate gifts and concessionary offers. Clear policies and guidelines on how to handle workplace harassment and grievances are also in place. The Manager 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 Manager’s employees adhere to CLI’s Fraud, Bribery and Corruption Risk Management Policy (FBC Policy). The FBC Policy works with various other policies and guidelines to guide its employees to maintain the highest standards of integrity in their work and business dealings. This includes clear guidelines for the giving and receipt of corporate gifts and concessionary offers. The FBC Policy also provides for certain agreements to incorporate anti bribery and anti-corruption provisions. These policies aim to detect and prevent fraud in three ways. First, the Manager offers fair compensation packages, based on practices of pay-for-performance and promotion based on merit to its employees. The Manager 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 efficacy of these internal controls. Finally, the Manager seeks to foster the right organisational culture through its core values and good business conduct and ethical values in its employees. The Manager’s zero tolerance stance on fraud, bribery and corruption is also reinforced by Management during regular staff communication sessions. Employees are provided with training on these policies and guidelines, which are also accessible on CLI Group’s intranet. All employees of the Manager are required to pledge annually that they will uphold the Manager’s core values and not engage in any corrupt or unethical practices. Whistleblowing Policy The Manager has a whistleblowing policy, which provides the Manager’s employees and parties who have dealings with the Manager with well-defined, accessible and trusted procedures to report any suspected fraud, corruption, dishonest practices, misconduct, wrongdoing and/or other improprieties relating to the Manager and its officers, and provides for independent investigation of any reported incidents made in good faith and appropriate follow up actions. It ensures that employees or external parties making
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