Governance

Who we are

"Soul and control are what excellent corporate governance is all about.
Without soul, statements about ethics and integrity ring hollow.

Without comprehensive control, the corporate ship drifts. Unchecked attitudes and behaviour of employees and non-response to winds of change can drive it onto the rocks.

Carfax has soul and we do the right things right.".

Patrick Dean, CEO

Good corporate governance entails effective oversight, employee engagement, delivery with vigour, control of risk, anticipation of change and grasping of opportunities It’s a system of rules, procedures and processes by which a company is directed and controlled. Carfax has adopted a comprehensive structure with rigorous Board oversight measures, a robust system of distributed checks and balances – and iron-fisted accountability.

Human organisations drift without shared vision, effective guardrails, good feedback on performance and an eye on challenges and future opportunities. Control is pivotal to ensuring alignment between business objectives and outcomes, fostering a winning culture, positive engagement and everyone pulling together for a healthy future. Carfax has adopted an integrated four-pillar, management control strategy consisting of an explicitly defined belief system, boundary system, diagnostic system and interactive control system.

Leadership team
Policies
Compliance and Risk

Carfax Commodities’ Leadership Team ensure that the direction and growth of the business is in conformance with core Group values.

Effective corporate governance is characterised by robust oversight and constitutes a framework of rules, procedures, and processes through which an organisation is directed and controlled. Our Board has implemented a comprehensive governance structure that includes their stringent oversight measures, a well-defined system of checks and balances, and a commitment to accountability.

Our approach to risk management is founded on four crucial pillars, with the oversight provided by our Executive Committee serving as a critical component in the effective and confident management of risks.

The Boards leadership plays a vital role in fostering a culture of ethics and compliance within the organisation. Our leaders are tasked with ensuring that employees are well-informed about, and strongly adhere to, our guiding values, standards, and procedures.

With the Board's comprehensive control in place, we maintain a steady course toward our organisational objectives and above all earn the trust of our stakeholders and partners.

Davis Tan

Chairman and Director

Davis, in addition to guiding trading strategy, is specifically focused on supporting and building the financial capabilities of the Group.

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Pat Dean

Founder and CEO

Pat is the Managing Director overseeing the global operations of the Carfax Group. A multi-disciplined professional, he has over 20 years of experience at the leading edge of global sugar trading and distribution.

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A rigorous commitment to ethics stands at the heart of everything we do at Carfax Commodities.

Carfax takes a proactive stance in ensuring that both employees and partners recognize that ethical conduct is the only acceptable way to do business. We firmly believe that our success and reputation as a reliable partner hinge on our commitment to maintaining high ethical standards. Our dedication to ethical behavior is guided by our Code of Conduct, along with various compliance and sustainability policies.

At Carfax, our values are the foundation of our four pillar management control strategy. Our core principle of acting responsibly and with integrity shapes our approach to environmental, social, and governance (ESG) strategies, as well as the development of a transparent, inclusive, and diverse company culture.

Our policies and charters embody these values and outline the expected conduct for our employees. In this Code, we articulate our positions on a variety of issues, supported by relevant corporate policies. These guidelines apply to all Carfax entities globally, and we encourage employees to voice any questions or concerns they may have.

Code of Conduct

Employees and directors at Carfax Commodities operate by the following code of conduct.

We ensure that:

  • Anyone working with us has access to a safe, secure and non-discriminatory work environment.
  • Employees behave professionally and in accordance with the law, including requirements relating to:
    • Anti-corruption
    • Anti-competitive practices
    • Sanctions and trade controls
    • Anti-money laundering
    • Prevention of criminal tax evasion
  • Gifts and entertainment are of modest value and align with local laws/ business practices.
  • Employees do not engage in actions that could create a conflict of interest with their roles at Carfax Commodities.
  • Employees take due care and diligence in handling any confidential information.
  • Company representation is restricted to employees authorised to do so by law or by delegation.
  • Employees maintain accurate and honest records accordingly.
  • We are constantly aware of our commitment to protect the environments and communities in which we operate.
Ethical Charter

Carfax believes that doing the right thing right assures our long-term success. We are committed to doing business in an ethical manner and strive to earn the continuing trust of customers, employees and other stakeholders. We nurture a culture of respect, co-operation and transparency and uphold the law and regulations of every region in which we operate.

We are a values-driven enterprise. Our ethical stance and commitment to sustainability and humanity is directly reflected in our actions and interactions.

The Ethics Charter ensures our employees have a clear understanding of the exemplary behaviour demanded of them. It provides guidance on the resolution or escalation of ethical or compliance issues they may confront in their daily work.

Our employees, directors and all others with contractual obligations must observe and obey our policies, procedures and all applicable laws and regulations.

KYC Policy

Compliance is ensured through customer due diligence procedures outlined in the Carfax Commodities KYC Form, which verifies customer identities and assesses risk profiles.

For all entities, the Company collects essential information such as the entity’s legal name, incorporation date, registered address, and beneficial owners’ identities. Customers are classified into risk categories: low, medium, and high, based on their business profiles and risk indicators. Enhanced due diligence may be required for high-risk customers, including additional documentation and frequent transaction monitoring. The regulatory framework for Carfax is grounded in local and international laws, including Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) regulations.

The Operations Director must sign off on KYC procedures before clients are set up in the CTRM system. Ongoing monitoring of customer transactions helps detect suspicious activities, with necessary reports made to management. Comprehensive records of customer information and KYC documentation are maintained and made accessible to stakeholders as needed.

Sanctions Policy

The principal objective of Carfax Commodities’s sanctions policy is to ensure compliance with relevant laws and provide a framework for employees to seek advice from compliance and legal in relation to a transaction or potential transaction.

The sanction regimes on which our policy is based, includes, but not limited to US OFAC, EU Official Journal, Swiss SECO, and UK HM Treasury.

Anti corruption Policy

Our position on the issues of bribery and corruption is unequivocal. The offer, payment, authorising, soliciting and acceptance of bribes are practices unacceptable to Carfax. Besides being illegal, it is incompatible with our culture of integrity at Carfax Commodities. Our success is founded on our reputation as being an honest and reliable business partner.

We believe that any profit resulting from a business venture improperly obtained will be more than outweighed by the damage done to the long-term business objectives and reputation of Carfax Commodities.

Officers and employees may on occasions be faced with situations where what is acceptable and what is not acceptable is ambiguous. In recognising these circumstances, we have implemented our anti-corruption charter. The policy will ensure that all our employees and, where necessary, parties with whom we conduct business are fully aware of and compliant with our corporate principles.

Anti money laundering policy

Carfax is committed to preventing money laundering and terrorist financing, refusing to engage with any criminal activities or assets.

The organization does not accept funds from suspected criminal sources and enforces strict measures against tax evasion. To mitigate risks, Carfax implements controls such as “Know Your Counterparty” procedures and risk-based payment controls. Employees are urged to report any suspicious activities to the Compliance department. The company promotes open communication, encouraging stakeholders to voice concerns regarding breaches of the Ethics Code. Carfax takes all reports seriously, with a zero-tolerance policy for retaliation against whistleblowers, ensuring protection for those who report concerns in good faith.

Tax strategy

Carfax’s strategic tax objectives align with its broader commercial goals, focusing on responsible risk management and compliance with tax laws.

The company ensures appropriate tax payments across jurisdictions while mitigating risks, with regional finance teams overseeing daily tax management. Tax planning is conducted in full compliance with laws, avoiding artificial strategies that could harm reputation. Carfax Commodities aims to minimize tax risk in line with its Code of Conduct, seeking expert guidance to reduce uncertainty. Additionally, Carfax fosters strong relationships with tax authorities, emphasizing openness and cooperation during audits.

We manage risk as an integral part of our business model.

Carfax Commodities prioritises compliance with anti-bribery and corruption laws while embracing managed risk-taking in strategy and change to achieve business objectives. We view risk as an opportunity, leveraging our expertise to enhance our reputation as a trusted global partner. Our advanced risk management framework, powered by technology and reporting systems, allows us to minimize uncertainty and maximize opportunities. Utilising the CTRM system, Agiblocks, and Business Central, we generate real-time reports on risk positions and financial performance, keeping our executive team informed of market fluctuations. Principal risks are assessed through stress testing and reviewed weekly, with predefined strategies in place for adverse developments. Our risk management approach is built on four key foundations: integrating risk management into our business model, enforcing clear procedures, continuously monitoring risks, and maintaining oversight through our Executive Committee. This comprehensive strategy positions us to manage risks effectively and confidently.

Risk mitigation infographic
Risk Management

At Carfax Commodities, we recognize that risk also presents opportunities, allowing us to take a proactive approach rather than a reactive one.

Our expertise in identifying and mitigating risks is fundamental to our reputation as a trusted global business and partner. Utilizing our CTRM system, Agiblocks, alongside our accounting and logistics platform, Business Central, we harness live market feeds to generate daily intraday reports on our Group’s risk positions, stock levels, and profit and loss statements. This capability enables our executive team to assess, live, the impact of price fluctuations on our positions, reassuring stakeholders that we are well-informed and responsive to market changes. Tail risk is evaluated through stress testing and reviewed during our weekly commercial and executive trading meetings, with predefined mitigation strategies ready for implementation in case of adverse market developments.

Our approach to risk management is:

  • We integrate risk management into our business model, viewing it as a vital competitive advantage.
  • We rigorously enforce clear and prudent risk management procedures daily, employing various methods to measure and set strict limits on risk exposure.
  • Our Commercial teams are dedicated to continuously identifying, quantifying, monitoring, and mitigating risks.
  • Our Executive Committee oversees and governs key risks, ensuring adherence to established risk limits.

With a robust framework of experienced and intelligent risk management, supported by cutting-edge technology and reporting disciplines, we aim to minimize uncertainty, maximize opportunities, and confidently manage market risks.

Compliance

Carfax Commodities has a clear and pragmatic compliance and ethics approach, tailored to its global trade operations.

Overseen by the Executive Committee who ensure employee knowledge and understanding on relevant legislation. We focus on regulatory compliance, trade compliance, and compliance monitoring through a data-driven approach. Anti-corruption measures include risk assessments, and a dedicated monitoring team. Employees must disclose conflicts of interest, open communication and reporting of even minor points of concern are encouraged. Allegations are escalated to the Executive Committee as necessary.

Risk and Compliance Governance

The compliance programme is a key pillar underpinning Carfax Commodities commitment to the highest standards of corporate responsibility and to doing business with integrity.

For Carfax compliance is about more than just meeting standards. We are committed to operating our business in accordance with a strong set of ethical principles. We understand that our business operates within a complex and varied cultural, legal, political and economic environment. It is, for this reason, we have clearly defined protocols to ensure our Group operates in a way that is compliant with all laws, regulations of the territories and markets in which we do business.

The compliance programme is continuously reviewed and enhanced, alongside policies, processes and controls, to meet evolving compliance needs.

We manage risk continuously, anticipating and responding to circumstances with the potential to impact our business.

FX Risk Management

Carfax Commodities recognizes that fluctuations in foreign exchange (FX) rates present significant risks to its financial performance, particularly given its global operations.

Employees are trained to understand the critical nature of FX Hedging Risk Management in mitigating the adverse effects of these fluctuations. The Company’s Hedging Strategy aims to enhance the predictability of cash flows and earnings by carefully analyzing and managing exposure to FX volatility.

The Hedging Strategy is guided by three core principles:

1. Risk Reduction, the primary objective is to minimize exposure to FX rates promptly upon realization, using financial derivatives and techniques designed to decrease, not increase, financial risk.

2. Speculation Prohibited, the Company strictly prohibits strategies that could escalate financial exposure beyond that of a fully unhedged position, allowing the use of spot FX trades and financial derivatives only in relation to existing or anticipated exposures.

3. Authorized Instruments, only the FX spot market and financial derivatives fully understood by the Finance Department will be utilized, ensuring that all instruments are liquid and easily valued. Authorized hedging instruments include Foreign Exchange Rate Swaps and Interest Rate Swap Arrangements, with any additional derivatives subject to CEO approval.

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