Corporate Governance

Governance is not just about adherence to a set of recommendations. It is a way of doing business and is at the heart of everything we do.

SD Guthrie’s Corporate Governance objectives:

  • Promote integrity, transparency, accountability and responsiveness
  • Ensure appropriate checks and balances within the Company
  • Cultivate ethical business behaviour through the Code of Business Conduct
Company’s Constitution
Board Charter

The Board Charter sets out the Board’s strategic intent and outlines the Board’s roles and powers that the Board specifically reserves for itself, and those which it delegates to the Management and in so doing, also sets the tone of the various Board Committees.

Click here to view the Board Charter (which also includes Directors' Fit and Proper Policy).

Click here to view the Salient Features of the Board Composition Policy.

Board Committees
The Board Committees are established to assist the Main Board in the discharge of its statutory and fiduciary responsibilities. There are five Board Committees, namely Governance & Audit Committee, Nomination & Remuneration Committee, Risk Management Committee, Sustainability Committee and Tender Committee, and their functions and roles are as follows:

  • Governance and Audit Committee (GAC)

    Oversees the Group’s operations by providing a means for reviewing the Group’s processes for producing financial data, its internal controls, and policies and procedures to assess the suitability, objectivity and independence of the Group’s external auditor and internal audit function.

    Click here for Terms of Reference.

  • Nomination and Remuneration Committee (NRC)

    Oversees matters related to the nomination of new Directors, annually reviews the required mix of skills, experience and other requisite qualities of Directors as well as undertakes the annual assessment of the effectiveness of the Board as a whole, its Committees and the contribution of each individual Director.

    Recommends to the Board the remuneration framework for Directors, reviewing the remuneration package for Executive Directors and Senior Management as well as the remuneration framework of employees of the Group.

    Click here for Terms of Reference.

  • Risk Management Committee (RMC)

    Oversees the Risk Management Framework and policies within the Group and regularly assesses the Risk Management Framework to ascertain its adequacy and effectiveness.

    Click here for Terms of Reference.

  • Sustainability Committee (SC)

    Oversees the Group’s objectives, strategy, policies and practices pertaining to sustainability which comprise contributing to better society, combating climate change and delivering sustainable development.

    Click here for Terms of Reference.

  • Board Tender Committee (TC)

    Oversees the process of awarding significant contracts by the Group.

    Click here for Terms of Reference.

Ethical Business Practices

Code of Business Conduct

All our operations subscribe to Ethical Business Practices, which outlines the desired standard of behaviour and conduct for all our businesses:

Health, Safety and Environment

Health and safety are important for our employees and communities where we operate. We shall provide a safe and healthy workplace setting to prevent accidents and injury. We ensure our business operations are sustainable, by proactively addressing environmental challenges, and respecting fundamental human rights, without sacrificing long-term economic value creation.


Complying with all applicable laws, rules and regulations in the countries that we operate.

Working with Local Communities

Engaging with and contributing to local communities in a socially responsible manner wherever we operate, without compromising the benefits of any particular stakeholder.

Fair Business Practices

Ensuring that we promote fair business practices and compete in an ethical manner.

Code of Business Conduct

The Code of Business Conduct (COBC) Handbook provides guidance on the standards of behaviour expected of all Directors and Employees of the SD Guthrie Group, and where applicable, Counterparties and Business Partners. This includes Employees on secondment to Joint Ventures, affiliates or associates. Our Counterparties are expected to comply with this handbook while our Business Partners are encouraged to adopt similar principle and standards of behaviour. The COBC also applies to all businesses and countries in which the Group operates.

The standards of behaviour are derived from the Group’s Core Values and Business Principles.

Our COBC is available in 5 languages:

Conflict of Interest

All Directors and Employees are expected to make business decisions in the best interests of the Group by avoiding conflicts of interest and situations that have the potential to generate conflicts of interest. Actual or potential conflict must be disclosed via the Conflict of Interest (COI) Declaration Form as soon as the situation arises.

Anti-Corruption Policy Statement

SD Guthrie and its group of companies (“the Group”) is committed to conducting business professionally with integrity and in compliance with the laws of the jurisdictions in which the Group operates. As part of its commitment to ethical business practices, the Group has implemented an Anti-Corruption Management System (“ACMS”), in which the Group adopts a zero-tolerance policy against all forms of bribery and corruption. The ACMS is based on the requirements of ISO 37001:2016 Anti-Bribery Management System and is managed via an independent function within the Group.

This policy applies to the Group's Directors, Employees, Business Partners, and Counterparties, whereby non-compliance may not only result in disciplinary action but also criminal charges. In line with the ACMS, the Group provides channels to communicate any concerns on bribery and corruption without fear of retaliation. In maintaining the ACMS, the Group monitors legal and regulatory regimes and any changes to the business environment as part of its commitment to the ACMS’ continual improvement.

No Gift Policy Statement

We have adopted a “No Gift Policy” where employees are prohibited from offering, soliciting or accepting any form of gifts or using any form of corporate hospitality to influence business decisions.

If you encounter such situations, politely refuse the request or offer. Should you require further guidance on the above, please contact Group Compliance at

Let’s Join Forces

At SD Guthrie, our commitment to excellence extends beyond our organisation. We strive to continuously build long-term and mutually beneficial partnerships with our Vendors by working towards a common goal – value creation and operational excellence.

Report Your Concerns

The Whistleblowing channels are established to help all stakeholders raise concerns, without fear of retaliation, on any wrongdoing that they may observe in the SD Guthrie Group.