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PERENNIAL REAL ESTATE HOLDINGS LIMITED
Annual Report 2015
CORPORATE GOVERNANCE
The Board consists of Directors with core
competencies in areas such as real estate, banking,
finance, legal and investment. In addition,
the Directors’ combined work experience spans the
areas of risk management, strategic planning and
business development. The varied backgrounds of the
Directors enable Management to benefit from their
external, diverse and objective perspectives on issues
brought before the Board for its deliberation.
No individual or small group of individuals dominates
the Board’s decision-making process.
The NC is of the view that the current size and
composition of the Board provides an appropriate
balance and diversity of skills, experience and
knowledge of the industry and that the Directors, as a
group, have the necessary core competencies in
finance, business or management experience and
industry knowledge. The NC also considers gender
diversity as an attribute in strengthening the
performance of the Board and the Board Committees.
Notwithstanding this, the NC views that while it is
important to enhance gender diversity in the Board
composition, the appointment of a Director should
focus on his/her qualifications and capabilities as well
as the effective blend of competencies, skills,
experience and knowledge of the Board as a whole.
The NC carries out a proactive review of the Board
composition at least annually or on each occasion
where an existing non-executive Director gives notice
of his intention to retire or resign. This is to assess the
collective skills of non-executive Directors represented
on the Board to determine whether the Board, as a
whole, has the skills required to achieve Perennial’s
strategic and operational objectives. In carrying out
this assessment, the NC will take into account that the
Board composition should reflect balance in matters
such as skill representation, tenure, experience,
age spread and diversity before making relevant
recommendations for appointment or re-election of
the Director to the Board.
Guidelines 2.7 and 2.8 : Role of non-executive Directors
At Board meetings, Directors and the Management
openly discuss business strategies, debate over issues
as well as assess proposals and performance of
Perennial. Board meetings are held in a candid and
constructive environment, and Directors make
decisions using their collective wisdom while at all
times acting in the best interests of Perennial.
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER (GUIDELINE 3)
Guidelines 3.1 and 3.2 : Separation of roles between
Chairman and CEO
The Chairman and Chief Executive Officer (“
CEO
”) of
the Company are separate persons and they are not
immediate family members. The roles of the Chairman
and the CEO are deliberately kept distinct through a
clear division of responsibilities to ensure effective
oversight, appropriate balance of power, increased
accountability and greater capacity of the Board for
independent decision-making. This separation of roles
and the resulting clarity provide a healthy professional
relationship between the Board and the Management
and facilitate robust deliberations on Perennial’s
business activities and the exchange of ideas and views
to help shape the strategic process.
The current Chairman is Mr. Kuok Khoon Hong and he is
responsible for leading the Board and ensuring effective
functioning of the Board to act in the best interests of
Perennial and its Shareholders. The Board has
considered Mr. Kuok Khoon Hong’s role as the Board’s
Chairman, and the strengths he brings to such a role by
virtue of his stature and experience. He facilitates the
relationship and information flow between the Board,
CEO and the Management and engages them in
effective and comprehensive discussions on the Board
matters, including strategic issues as well as business
planning. The Chairman promotes an open
environment for deliberation and ensures that the
Board and the Board Committee meetings are
conducted objectively and professionally, where all
views are heard and debated in a fair and open
manner. At the same time, the Chairman also
encourages non-executive Directors to speak freely
and participate in meaningful and active discussions.
He also monitors follow-up to the Board’s decisions
and ensure that such decisions are translated into
executive actions.
In addition, the Chairman promotes a high standard of
integrity and corporate governance, and provides
leadership, guidance and advice to the Management,
particularly with regard to Perennial's growth strategy
and project investments. At AGMs and other
Shareholders’ meetings, he plays a pivotal role in
fostering constructive dialogue between the
Shareholders, the Board and the Management.
