Sustainability

CPIPG continually reviews and implements industry best practices with respect to corporate governance and has adjusted our internal practices to meet international standards. CPIPG aims to communicate regularly with our shareholders and stakeholders regarding corporate governance and to provide regular updates on our website.

The Group’s corporate governance practices primarily follow the Ten Principles of Corporate Governance of the Luxembourg Stock Exchange (the “The X Principles”). The Group’s equity and debt securities are listed on several regulated exchanges including Frankfurt, Luxembourg, Dublin, Tokyo, Warsaw, Zurich and Budapest. In each listing venue, the Group must also comply with applicable disclosure and governance rules.

CPIPG has implemented industry best practices with respect to corporate governance policies and external reporting. In 2019, the Group approved the “Code of Business Ethics and Conduct of CPI Property Group” and also newly updated policies governing procurement, supplier and tenants’ conduct, anti-bribery and corruption, anti-money laundering, sanctions and export controls, whistleblowing, human capital and employment and corporate social responsibility (CSR). Beginning of 2021, the Group adopted two new policies governing (i) non-discrimination and diversity and (ii) political involvement.

Summary of our anti-corruption and anti-bribery policies

1. Conflict of employee interests with CPIPG interests

Employees may not engage in transactions directly or indirectly, which could lead to a conflict of interest. Employees are required to refuse any intervention, coercion or influence that could jeopardise the impartiality of decision-making in the affairs of customers or third parties and are required to inform their supervisor and the Division Director.

Employees may not provide customers with services or benefits other than those that are in accordance with valid conditions and internal regulations.

2. CPIPG employee engagement

Employees shall prevent any situation that could cause a conflict between their personal interests and interests of CPIPG. As in all other areas of their duties, employees working with customers, contractors, competitors or any other person cooperating with CPIPG to act in the best interests of the group to exclude considerations of personal preference or benefits.

3. Courtesy gifts offered to our clients and suppliers

Gifts, benefits and representation expenses may be provided at the expense and in the interest of the company only if they meet all of the following criteria:

• not provided in the form of cash payments
• are provided in the context of goodwill and a legitimate business purpose
• comply with established business practices
• are not disproportionate and cannot be interpreted as a bribe or reward, are not inconsistent with applicable laws or ethical standards
• the disclosure that they have been provided does not cause difficulties to the company or its employees, nor does it result in a breach of company law or its employees

Offering courtesy donations to state entities is forbidden.

4. Bribery

Employees cannot, for any reason, offer or pass on to third parties, gifts in excess of normal business habits.

Employees cannot, for any reason, accept donations of value exceeding normal business practices. Third parties may not offer and transfer gifts beyond normal commercial practices, and if they do so, the employee is obliged to refuse such a gift and to warn the third party of the inadmissibility of such conduct on account of the ethics of society and to inform his/her supervisor and the Division Director.

If an employee accepts or cannot avoid accepting a gift above the value of normal business practices, he/she must report it to his/her supervisor and the Division Director who decides whether the donation will be returned.

5. Anti-corruption clause in supplier contracts

For the purpose of combating corruption, CPIPG inserts the anti-corruption clause in contracts.

Violation of these rules is considered a gross violation of work discipline with all the resulting consequences.

CPIPG has set up an integrity line (the “Ethics Line”) and implemented structures to process whistleblower reports to ensure full compliance with the relevant whistleblower protection legislation. The Ethics Line is a confidential, 24-hours-a-day, 365-days-a-year service that an independent provider operates. Anyone using the Ethics Line will remain anonymous, except where specifically prohibited by local law.

The Ethics Line is available to all representatives and business partners who wish to speak out if they have concerns about any alleged illegal and improper conduct, including, but not limited to:

• conduct, which is an offence or breach of applicable laws, the Group’s Code of Business Ethics and Conduct or other Group’s internal rules;
• alleged miscarriage of justice;
• any Improper Conduct concerning health and safety risks;
• unauthorised use of public funds;
• possible fraud, corruption or bribery;
• sexual, physical or verbal harassment;
• bullying or intimidation of employees, customers or other persons;
• abuse of authority;
• other illegal or non-ethical conduct.

The Ethics Line is available on the following link.

The rules and procedures for whistleblowing and whistleblower protection are available on the following link.

Financial reporting, internal control and risk management

The Company has organised our internal control environment by identifying the main risks to which we are exposed, determining the level of control over these risks, and strengthening the reliability of our financial reporting and communication processes.

The Group’s overall approach to risk is conservative. There are inherent risks determined by the nature of our business, such as fluctuations in the value of assets, vacancies, volatility in market rents or risks associated with development activities. Key risks are assessed by ranking exposure on the basis of probability and magnitude and are closely managed. Analysis of sensitivity to these key risks is conducted at the Group level.

The Group’s management structure is designed to enable effective decision making. The periodical reviews of key performance indicators are conducted: retail tenants’ turnovers, vacancies, rent collection, arrears and doubtful debtors, and review of performance against budgets are schedules. An internal audit and cost control functions are regularly performed. Strict procedures are also observed for the periodic production of quarterly and annual figures on the basis of the adopted policies. There are clearly defined guidelines and approval limits for capital and operating expenditure and other key business transactions and decisions. The internal management reporting system is designed to identify fluctuations in the value of investments, income and expenses. Capital projects, major contracts and business property acquisitions are reviewed in detail and approved by the Board of Directors where appropriate.

Financial risk

The Group maintains a prudent financial policy. Foreign exchange risks are effectively managed by shifting risks associated with movements in exchange rates to its tenants in most of its Euro-denominated contracts in order to hedge exposure to currency risks in its loans; it uses interest rate swaps to hedge against interest rate risks and uses a credit rating scorecard to manage credit risk associated with its tenants.

The Group is also able to draw on a diverse range of capital and liquidity sources, including domestic and international capital market bonds issued under the Company’s EMTN programme, bonds in the Czech Republic and Slovakia, secured loans from its relationship banks and equity investment from its majority shareholder.

The Group has strong credit metrics, which management believes provide it with the capacity to further de-lever. For financial risk, comprising of credit risk, liquidity risk and market risk (including currency risk, interest rate risk and price risk), please refer to Note 7 in Consolidated financial statements as of 31 December 2017.

Information technology risks

The Group developed a strong information technology team with dedicated information security specialists. The threat of data breach and loss or cyberattacks are taken very seriously. The IT systems used across the Group are designed and developed in order to provide maximum security. The information security risk is carefully monitored, and the information security policy is regularly monitored. Employees are regularly guided to be aware of potential IT and cybersecurity-related risks.

The Group makes use of electronic data processing within automated information systems. Offsite data backup and recovery measures are in place.

Legal risk

The Group has established a legal team at the central and local level to ensure proper implementation of legal services and compliance with applicable laws and regulations. Internal legal teams support the management in the daily operation with respect to ongoing transactions and legal relationships with clients, customers, banks, suppliers, administrative and governmental bodies, as well as courts. The legal teams monitor legislative changes and regulatory changes to minimise associated legal risks.

Complex transactions, litigations as well as certain legal services are outsourced to reputable law firms to ensure obtaining the highest standards of legal services and minimisation of legal risks.

Local legal departments provide regular litigation reports to the general counsel, who reports directly to the CEO. Legal reports, including litigation updates, are provided to the Board on a quarterly basis, with major legal issues being reported immediately.

Development, construction and refurbishment projects

The Group employs construction and development experts and skilled project managers for its construction and refurbishment projects. The suppliers of architectural, permitting, construction and refurbishment works are always tendered from reputable companies with relevant experience and financial capacity.

Project timing, progress and budgets are carefully monitored, mostly with the support of external project monitoring organizations. Health, safety and environmental risks are monitored before and during the construction.

Transaction and asset management risk

Acquisitions of new assets are carefully examined through a detailed financial, legal, and operational evaluation prior to Board approval. Reputable external advisors are engaged to assist with acquisition processes starting from evaluation, due diligence process, transaction negotiation and implementation.

Asset management initiatives are carefully scrutinised before implementation, taking costs benefits into account. An experienced asset management team evaluates market pricing of lease transactions and also assist acquisition processes.

An experienced property management team monitors retail tenants’ turnovers, vacancies, rent collection, arrears and doubtful debtors. Rent collection is closely monitored and enforced in cooperation with the legal team. The tenant base is well-diversified, and there is a small exposure to individual tenants.

Asset protection/insurance

The Group ensures all income-producing properties with all-risk property insurance at reinstatement cost, business interruption (revenues for 24 months) and third-party liability insurance. Some properties are also insured against terrorist acts. Properties under development have construction all-risk insurance. Insurance is contracted from reputable international insurers.

The Audit Committee and the Remuneration Committee have specific duties in terms of internal control.

The Company is administered and supervised by the Board of Directors appointed as a collegiate body by the general meeting of shareholders. The Board of Directors represents the shareholders as a group and acts in the best interests of the Company. All members, and in particular the independent and non-executive members, are guided by the interests of the Company’s stakeholders including shareholders, bondholders, creditors, tenants, and employees.

The members of the Board of Directors are elected by the general meeting of shareholders for a period not exceeding six years. The Board of Directors shall be composed of the number of members determined by the general meeting of the shareholders and shall amount to at least three (3) members. The members of the Board of Directors are eligible for re-election and may be removed at any time by a resolution adopted by a simple majority of votes of the general meeting of shareholders. The Directors may be either natural persons or legal entities. In the event of a vacancy on the Board of Directors, the remaining members may co-opt a new member.

Members of the Board of Directors can be found, on the About us page of the website.