BUILDING LANDMARKS, CHARTING GROWTH
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Annual Report 2015
The CEO, assisted by the Management team, makes
strategic proposals to the Board and after robust
Board discussions, executes the agreed strategy,
manages and develops Perennial’s businesses and
implements the Board’s decisions. The current CEO is
Mr. Pua Seck Guan and his primary roles include
effectively managing and supervising the day-to-day
business operations of Perennial, reporting to the Board
on all aspects of Perennial’s operations and performance,
managing and cultivating good relationships with all
stakeholders and ensuring effective communication
with the stakeholders.
Guidelines 3.3 and 3.4 : Appointment Of Lead
Independent Director
Taking cognisance that the Chairman is a
non-independent Director, the Board has appointed
Mr. Eugene Paul Lai Chin Look as the Lead
Independent Director to serve as an intermediary
between the independent Directors and the Chairman.
The Lead Independent Director acts as a counter-
check on management issues in the decision-making
process and avails himself to address Shareholders’
concerns. He works closely with the independent
Directors, and when necessary, meets them without
the presence of other Directors or the Management to
discuss matters that were deliberated during the
Board meetings. The feedback which the Lead
Independent Director obtained during such meetings is
communicated to the Chairman.
Through the establishment of various Board Committees
with power and authority to perform key functions
beyond the authority of, or without the undue influence
from, the Chairman or the Vice-Chairman, and the
establishment of internal controls to allow effective
oversight of Perennial’s businesses by the Board, the
Board is of the view that the decision-making process
is objective and transparent, and decisions are made
in the best interests of Perennial and the Shareholders.
BOARD MEMBERSHIP (GUIDELINE 4)
Guideline 4.1 : Composition of the NC
The NC is chaired by Mr. Lee Suan Hiang. The other
members of the NC are Mr. Eugene Paul Lai Chin Look
and Mr. Ron Sim. Except for Mr. Ron Sim, all other
members of the NC are independent Directors.
Mr. Eugene Paul Lai Chin Look is also the Lead
Independent Director. The NC’s terms of reference are
set out on pages 158 and 159 of this report.
Guideline 4.2 : Role of the NC
The NC, among other things, makes recommendations
to the Board on all the Board and the Board Committee
appointments, ensures progressive Board renewal and
oversees the Board and senior Management’s
succession and leadership development plans. The NC
also ensures that there is a formal assessment of the
effectiveness of the Board as a whole and the
contribution of each Director to the Board.
On an annual basis, the NC recommends the
performance evaluation of the Board, the Board
Committees and the individual Directors, the composition
of the Board and the assessment on the independence
of the Directors. The performance of each individual
Director (including levels of contribution, attendance,
preparedness, participation and candour) as well as the
expertise and experience that each Director possesses is
evaluated by the NC to ensure that diversity and balance
are maintained on the Board and the Board Committees.
The group believes that the Board’s renewal is a
necessary and continual process for good governance
and maintaining relevance to the changing needs of
Perennial’s business. In this regard, the NC advises the
Board on the re-nomination of Directors, taking into
account the performance and contributions of each
Director and the needs of Perennial at the relevant time.
Pursuant to the Company’s Articles of Association,
one-third (or, if the number is not a multiple of three,
the number nearest to but not greater than one-third)
of the Board of Directors, including the CEO who also
sits on the Board, are required to retire and are subject
to re-election at every AGM of the Company
(“
One-third Retirement Rule
”). Retiring Directors are
selected on the basis of those who have been longest
in office since their last election, and as between those
persons who became Directors on the same day, they
will be selected by agreement or by lot. A newly
appointed Director must also subject himself for
retirement and re-election at the AGM immediately
following his appointment. Thereafter he is subject to
the One-third Retirement Rule. The role of the CEO is
separate from his position as a Board member, and
does not affect the ability of the Shareholders to
exercise their right to appoint all of the Board members.
