Governance

Overview of Corporate Governance

YTL PowerSeraya is committed to maintaining a high standard of corporate governance, professionalism and accountability to safeguard the interest of its stakeholders.

We believe firmly that integrity, excellence and commitment by our people supported by sound policies, practices and internal controls are the success elements that will create long-term value and returns for shareholders.

Internal Controls And Audit

The Board of Directors is responsible for determining the type and level of risks that the company undertakes in achieving its corporate objectives. The principal risks of the Group comprise strategic, credit, market and operational risks.

The company has a Group-wide Fraud Risk Management (FRM) Policy and Framework that forms part of the overall organisation’s Code of Conduct and Code of Ethics to protect the interests of shareholders, employees as well as other stakeholders who have dealings with the company.

A Risk Management Committee (RMC), chaired by the Chief Executive Officer, proposes and recommends major risk-related policy decisions to the Board for approval. Regular risk monitoring and reporting are administered by the Enterprise Risk Management (ERM) Department.

The Code of Ethics governs how employees should go about conducting their day-to-day business activities. The Code aims to address ethical concerns which may compromise company interests or result in financial risks to the company. Issues such as insider trading, fraud and bribery are covered in the Code.

Under the Code, employees are required to declare any potential Conflicts of Interests that may arise in procuring goods or services for the company. The Code also includes a Whistle-Blowing Policy.

Whistle-Blowing Policy
Employees who wish to raise their concerns/suspicions of malpractice but feel that they are unable to do so via the regular channels, have an additional avenue to turn to.

With the Whistle-Blowing policy, a memo or letter can be sent in a sealed envelope to the Chairman of the Audit Committee; giving full details of the case. This Whistle-Blowing policy offers employees the assurance that they can report malpractices, without fear of reprisals or victimisation. Employees are advised not to abuse the policy but to raise genuine concerns in good faith.

In today’s digital age, most information is stored and processed electronically and transmitted across company networks or the internet. This increases the risk of unauthorised access and the challenge of protecting sensitive information.

In efforts to protect sensitive company information as well as related information of the stakeholders that the company has interactions/ transactions with, YTL PowerSeraya has certain rules which employees adhere to. Importantly, these include adhering to the Personal Data Protection Act and safeguarding the company’s and customers’ data and information from misuse, theft and unauthorised access.

The company adopts the ISO 27001 information security management framework to manage the organisation’s information and data. Through ISO 27001, the company seeks to improve its information security methods or policies to protect the organization from cyber attacks in today’s fast evolving digital landscape.

Upholding Human Rights
As a company based in Singapore, YTL PowerSeraya aligns its labour practices with the Singapore government’s stance on human rights.

The company complies fully with the Singapore Employment Act, which governs the labour practices of all companies operating in Singapore. As such, its business operations encounter very minimal risks associated with use of child labour and/ or forced/ compulsory labour. All employees in YTL PowerSeraya have the freedom to join the union and the right to collective bargaining. The company is a signatory to the Fair Employment Practices and adheres closely to the Tripartite Guidelines on Fair Employment Practices.

Human Rights in Investment Agreements and our Supplier Chain
Neither YTL PowerSeraya nor its business partners operate in ventures or regions where the protection of human rights is of significant concern. As such, our active investments, which are solely in Singapore, are not subjected to any human rights criteria in screening.

Similarly, YTL PowerSeraya does not have overseas operations that employ workers in countries where human rights are of significant concern. Neither do we outsource any work to human rights sensitive countries. Despite minimal risk exposure to the company on human rights abuse, we require all our suppliers to adhere to Singapore’s regulations on labour practices (in particular the Singapore Employment Act).

Additionally, our contract documents include clauses that:

1. Require suppliers to adhere to certain fair wage practices.
2. Allow freedom for suppliers’ workers to be members of trade unions.
3. Require suppliers to adhere to local laws/regulations pertaining to the:
   • Employment of legal foreign workers in works performed for the company.
   • Employment of minors (below the age of 14 years) in works performed for the company.
4. Gives the company the right to terminate the service(s) of the supplier/contractor that have violated any of the human rights clauses contained in the contract document.

YTL PowerSeraya commits to:

1. Procure quality and cost effective products/services that best serve the interests of the company while ensuring compliance to applicable environmental, health, safety laws and regulations as well as those pertaining to labour and human rights.
2. Take into account various environmental factors when making purchasing decisions, including:
   • • Energy conservation
     • Conservation of natural resources (e.g. water and fuel consumption)
     • Greenhouse Gas (GHG) emissions
     • Materials with recycled content
     • Recyclability of materials
     • Reduced use of toxic substances
     • Reduced discharge of toxic substances to the environment (e.g. air emissions, waste water discharge, chemical waste)
3. Take into account the following social and ethical factors when making purchasing decisions:
   • Practise impartiality in making business decisions without conflict of interest or undue influence
   • Take into account human rights in the procurement of services/ products (e.g. safe work conditions for contractors, no use of forced or child labour)
   • Support locally produced products and services, where possible
   • Consider the impact of product/service to health and safety
4. Educate and encourage suppliers, contractors and service providers to offer cost effective and sustainable products and services.
5. Maintain an efficient and effective procurement process in partnership with its vendors through the Approved Vendor Programme.
6. Ensure that suppliers, contractors, and service providers uphold the Supplier Code of Conduct.

What is the YTL PowerSeraya Approved Vendor Programme (PSAVP)?
PSAVP aims to define the way vendors do business with YTL PowerSeraya, including requirements and expectation. The key processes are:

1. Pre-Qualification
2. Performance Evaluation (Post Delivery)
   All vendors supplying goods and services of more than S$100,000 (excluding GST) will be required to be pre-qualified by YTL PowerSeraya.
   1. Pre-Qualification
      The aim of the pre-qualification exercise is to ensure that vendors have the required capability to supply the required goods and services in a sustainable and reliable manner. Non-approved vendors are required to fill in a pre-qualification form and submit it to the respective buyers in YTL PowerSeraya, either in advance or together with the submission of quotation. YTL PowerSeraya will assess the vendor before the order is awarded.
   2. Supplier Performance Evaluation (Post Delivery)
      YTL PowerSeraya buyers have the opportunity to evaluate vendors during or after working with them. Vendors are rated on a scale which ranges from “Very Poor” to “Excellent” and the ratings are available to YTL PowerSeraya’s buyers when they are selecting vendors for quotations. Vendors rated “Poor” and “Very Poor” may be delisted from the Approved Vendor Programme.