Governance

Maintaining

transparency

in conducting business

At Sembcorp Green Infra Limited, we have designed our corporate governance structure to best support our business, ensure full compliance with laws and regulations and meet the needs of our stakeholders. A strong independent and diverse Board ensures the deployment of effective governance in the Company. Independent directors act as a guide to the Company and play an active role in various committees set up by the Company to ensure good governance.

Corporate Governance

Sembcorp Green Infra Limited remains resolute in its commitment to conduct business in accordance with the highest ethical standards and sound corporate governance practices to retain investor trust and preserve the interest of all existing as well as prospective stakeholders. Further, your Company’s corporate structure, business, operations, and disclosure practices are aligned to global practices.

Your Company is committed to conduct its business fairly, ethically in compliance with the applicable laws, rules and regulations and with the highest standards of business ethics. The objective of the Company is, not only to meet the statutory requirements of the Code of Corporate Governance, but to develop such systems and follow such practices and procedures as would make the management completely transparent and accountable in its interaction with employees, shareholders, lending institutions and customers, thereby enhancing the stakeholders value and protecting the interest of stakeholders.

Managing risks with sound mitigating strategies

Comprehensive risk management framework and its effective implementation reinforce the longterm sustainability of the Company. Managing risk is an integral part of our business activity and the Board of Directors and the management are fully committed to maintaining sound risk management systems for safeguarding the Company and its stakeholders’ interests. The Board and senior management of the Company set the tone at the top for proactive and transparent identification and management of risks. They encourage both business managers and risk managers to bring out risks inherent to the business activity.

The Board has overall responsibility for the governance of the Company’s risk management. The Board approves the Company’s risk policies, and oversees management in the design, implementation and monitoring of risk management systems. The Audit Committee (AC) assists the board in overseeing risk management for the Company. The AC reviews and endorses the Company’s policies, guidelines, and systems to govern the process for assessing and managing risk, and also review risk-related reports submitted to it by the management. These include updates on the Company’s key risks, emerging threats, reports on compliance with risk policies and any other risk-related issues as well as actions taken to monitor and manage such risk exposure / issues. The Company has a Risk department led by Chief Risk Officer (CRO) to assist the Audit Committee and management in risk management function. Business and functional managers are responsible for managing risks in their area of operation/function as the first line of defence. Towards this end, business/functional managers are identified as risk owner for the identified risks.

Code of conduct and ethics training

All our employees and governance body members follow and confirm to the company’s Code of Conduct and Ethics. Periodic training of employees is conducted for updating their awareness and compliance to the requirement of company Code of Conduct and Ethics.

Board diversity

29% Women on Board

86% Non-Executive Directors

43% Independent Directors

The Company’s policy is to have appropriate mix of Executive and Non-Executive/ Independent Directors including woman Director on the Board. The number of Non-Executive Directors (NEDs) exceeds 50% of the total number of Directors.

As on March 31, 2022, the Company’s Board of Directors consists of seven members, with one Executive Director and six Non-Executive Directors (NEDs). Two NEDs are women. The Board comprises members who bring in the required skills, competence and expertise that allow them to make effective contribution to the Board and its committees. The Board members are committed to ensuring that the Company complies with the highest standards of corporate governance

Anti-corruption and bribery policy

Your Company exercises zero tolerance towards all forms of bribery and corruption and is committed to conduct business with integrity and with the highest ethical standards and adopted anti-bribery and corruption policy on the same.

The anti-bribery and corruption policy prohibits all forms of bribery including the offering, promising, authorising, providing or receiving anything of a value to/from any customer, business partner, vendor government official or government entities or other third party in order to induce or reward the improper benefit or performance of an activity connected with a business.

This policy applies to all including, the Board of Directors, employees, contract workers, persons or counterparties acting or working on behalf of the Company.

Whistle blower policy

The Whistle Blower Policy provides a reliable avenue for persons to report any wrongdoings including suspected violation of the company’s Code of Business Conduct or any applicable law or policy without fear of reprisals and ensures that arrangements are in place to facilitate independent investigation of the reported concern and for appropriate follow-up actions to be taken.

The effective implementation of this Whistle Blower Policy is overseen by the Audit Committee. The Audit Committee is assisted by the Investigation Owner(s), the Whistle Blowing Committee and Internal Audit when investigating a reported issue and taking follow-up action.

© Sembcorp Green Infra Limited | Annual Report 2021-22