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PERENNIAL REAL ESTATE HOLDINGS LIMITED
Annual Report 2015
CORPORATE GOVERNANCE
To encourage and ensure optimal participation and
contribution from Directors, the Company’s Articles of
Association allow the Board meetings to be conducted
via telephone conference, video conference or other
means of similar communication. Directors, who are
unable to be physically present at any Board meeting, will
be able to participate in the meeting via such means.
Should a Director be unable to attend a Board or
Board Committee meeting, he will still be sent the
papers tabled for discussion and have the opportunity
to separately convey any views to the Chairman for
consideration or further discussion with other Directors.
If necessary, a separate session may be organised for
the Management to brief that Director and obtain his
comments and/or approval.
Guideline 1.5 : Internal guidelines for matters requiring
Board approval
Perennial has adopted internal guidelines setting forth
matters that require the Board’s approval, including
investment acquisitions and disposals, borrowings and
financing arrangements, budgets, project development
and capital and operating expenditures. These internal
guidelines are set out in the Financial Authority Limits,
which provide Perennial with clear guidelines on the
approval for all financial matters.
Apart from matters that specifically require the Board’s
approval, the Board has delegated its authority to
approve transactions below the threshold limits to the
Board Committees and the Management. Approval
sub-limits are also provided at the Management levels
to facilitate operational efficiency.
The Financial Authority Limits undergo regular reviews
and updates to ensure operational relevancy with
respect to the changing needs within the Company
and the group as a whole.
Guidelines 1.6 : Board orientation and training
Guidelines 1.7 : Letter of appointment to Directors
All newly appointed Directors receive formal letters of
appointment explaining their roles, duties and
obligations as a director of the Company. Perennial
conducts orientation and induction programmes for
new Directors, which include comprehensive briefings
on Board structure and responsibilities, overall
strategic plans and direction for Perennial, group
organisation structure and business activities as well
as financial performance of Perennial. Site visits are
also organised for the Directors to familiarise
themselves with Perennial’s assets and to better
understand Perennial’s business operations.
If first-time Directors are appointed, Perennial will provide
training in areas such as accounting, legal and
industry-specific knowledge as appropriate. Following
their appointment, Perennial ensures that Directors are
provided with opportunities for continuing education in
areas such as directors’ duties and responsibilities,
changes to relevant laws, regulations and accounting
standards, and industry-related matters, so as to keep
them updated on matters that may affect or enhance their
performance as Directors or Board Committee members.
All training and seminars attended by the Directors are
arranged and funded by Perennial. These are done
during specially convened sessions, including training
sessions and seminars conducted by external
professionals. Perennial’s external auditors, KPMG LLP,
routinely update the ARC and the Board on new and
revised financial reporting standards relevant to
Perennial while Ernst & Young Advisory Pte. Ltd.,
Perennial’s internal auditors, also updated the ARC
and the Board on regulatory changes regarding risk
and governance issues.
BOARD COMPOSITION AND GUIDANCE
(GUIDELINE 2)
Guidelines 2.1, 2.2, and 2.3 : Board’s independence
The Board presently has seven Directors, comprising
one Executive Director and six Non-Executive Directors,
of whom, four are Independent Directors. The Code
requires independent Directors to comprise at least
half of the Board if the Chairman is not an independent
Director. The current Board composition complies with
the Code, with more than half of the Board consisting
of independent Directors.
The Board comprises Directors who are business
leaders and professionals with strong experience
relevant to Perennial’s businesses, ranging from real
estate, banking, finance, investment to legal sectors.
Best efforts have been made to ensure that in addition
to contributing their valuable expertise and insight to
Board deliberations, each Director also brings to the
Board an independent and objective perspective to
enable balanced and well-considered decisions to be
made by the Board.
