The CLP Group on Governance and Ethics

Presented by
Ahsan Mehmood
Mahnoor Munir
Sir Farukh Jamil
Zubair Bhatti
Zunaira Zaka
CLP Group
CLP was founded in Hong Kong in 1901.
CLP is major generator and supplier of electricity in Australia,
China, Hong Kong and India.
Vision Statement
What we must do to uphold our values
Mission Statement
what we want to be
Values
What benefit we will bring to our stakeholders
Principles
Deliver value to them through capital appreciation (expressed
in the form of share price over time) and payment dividends.
Operate business in a way that corresponds to their values and
expectations.
Communication honestly, effectively and frequently with
stakeholders about the stewardship to their assets by the board
and management of CLP.
Manage it investments and business risks in accordance with
its principle and code of conducts.
Invest in expanding and preserving the value of assets,
capabilities and relationships
Six Core Characteristic

Understanding Society
Building capacity
Questioning business as usual
Stakeholders relations
Strategic views
Harnessing diversity
 Q1 : CLPs Code of Governance
Code of Governance: focus on the systems, policies,
procedures and processes for managing the overall

Direction
Effectiveness
Supervision and
Accountability of an organization.
Shareholders relations
Shareholders Rights
Secure method of ownership registration
Transfer of shares
Elect and removal of directors
Share in the profit of the company
give right to amend of association
Voting by Pool
Board and Board committee
Composition of Board
Executive director
Non-Executive Director
Independent Non-Executive Director
Director should have finance and legal qualifications.
At least one INED have professional accounting qualification.
Committee should have at least three INED or at least one third of the company.
Board Committee
Audit committee
Finance and general committee
Human resource and remuneration committee
Nomination committee
Provident and retirement fund committee
Sustainability committee
Management and Staff

Implementation of staff is the duty of board.

They must apply business principle and ethics.
Executive directors and CEO have formal letter of
management staff appointment.
They gave clear direction of power of management and tell
them where to report.
Internal Auditor
The director(group internal audit) report directly to the audit
committee.
Annual audit plan is based on risk methodology process which
determines business risk and audit frequencies.
Audit committee have unrestricted access to all CLP group
activity and internal control.
Investigate business ethics, conflict of interest and company
policy violation.
Special review of areas of concern indentified by management
and audit committee.
External Auditor
CLP adopts many practices to make independence of audit
work.
Former partner of the firm cannot be the part of audit
committee.
External auditor cannot be employed for non-audit work.
They must have clear efficiency and value added benefit to the
firm.
The committee seeks information and annual basis regarding
external auditor policies.
The committee will report to the board if they identify any
matter regarding independence.
 CLPs code of Governance
Although the code seems to indicate the same thing
in the case of CLP, the emphasis is too much focused
on creating shareholder value with a sustainable rate
of return to the shareholder.
This is indicated by the following terms:
Deliver value through capital appreciation
Payment of dividend
Operate the business in a way that corresponds with
THEIR values and expectations
Manage investments and business risks
Invest in expanding and preserving value of its assets.
 Q2: Suitable for other companies
It could be a suitable for other companies
It follows the main principles of the corporate governance
framework
1. Leadership
The company is headed by an effective board
Clear division of responsibilities
2. Effectiveness
Appropriate balance of skills, experience, independence and
knowledge of the company
formal, rigorous and transparent procedure for the appointment
of new directors to the board
 Directors provide sufficient time to the company
Formal and rigorous evaluation of performance
Re-election at regular intervals

3. Accountability
Fair, balanced and understandable assessment of the company's
position and prospects
Sound Enterprise risk management and internal control systems

4. Remuneration
Executive director remuneration
Formal and transparent procedure for developing policy on
executive remuneration and fixing the remuneration packages of
individual directors
5. Relations with shareholders
Annual general meetings
 Proforma
CLP code can be a pro forma for other companies
Respect for People
Ethics and Business Integrity
Avoiding Conflicts of Interest
Making Political Contributions
Emphasis on CSR and 3TBL
Moderation in Gift and Entertainment
Compliance with Laws and Regulations
Abiding by our Company Policies and Procedures
Protecting Information, Records and Assets
Representation on Behalf of the Company
Prompt Response to Incidents and Obligation to Notify
Compliance with the Code and Obligation to Report