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PERENNIAL REAL ESTATE HOLDINGS LIMITED
Annual Report 2015
CORPORATE GOVERNANCE
At the forthcoming AGM, the Directors standing for
re-election pursuant to Article 91 are Mr. Kuok Khoon
Hong and Mr. Pua Seck Guan, and Mr. Ooi Eng Peng
is standing for re-election pursuant to Article 97.
Mr. Kuok is currently the Chairman of the Board and a
member of the RC. Mr. Pua is the CEO of Perennial
and an Executive Director of the Board. Mr. Ooi was a
member of the ARC from 28 July 2015 to 4 February
2016 and subsequently appointed as the Chairman of
the ARC with effect from 5 February 2016. All three
Directors have indicated their willingness to stand for
re-election at the coming AGM.
The NC has nominated and recommended for their
re-election at the forthcoming AGM and the Board has
endorsed the recommendation.
Guideline 4.3 : Assessment of independence of
Directors
Procedures and control mechanisms are in place to
ensure that independence of the Directors is actively
monitored. Directors submit their declarations of
independence annually by completing the Director’s
Independence Checklist. At the same time, they are
also required to immediately report to Perennial on any
changes in their external appointments, interests in
shares and other pertinent information (including any
corporate developments relating to their external
appointments) which may affect their independence.
The NC is charged with the responsibility of reviewing
and evaluating the independence of each Director.
The Board will then, in turn, determine the
independence of Directors, taking into account the
evaluation performed by NC. For the Period, the
Board, together with the NC, has determined that the
independent Directors are Mr. Eugene Paul Lai Chin Look,
Mr. Chua Phuay Hee, Mr. Lee Suan Hiang and Mr. Ooi
Eng Peng.
Guideline 4.4 : Multiple board representations
The NC and the Board are of the opinion that Directors
who sit on multiple boards will bring with them a wide
range of experience and broad knowledge of business
best practices and strategies to provide invaluable
leadership contributions for the long-term success of
Perennial.
The Board is of the view that the maximum number of
listed company board representation should be based
on a person’s capacity. The NC monitors and
determines annually whether a Director, who has
multiple board representations and other principal
commitments, is able to and has been adequately
carrying out his duties as a Director of Perennial.
The NC takes into account the effectiveness of the
individual Director and his actual conduct on the Board
when making this determination.
In the Period, the NC recognises that the Directors
have effectively discharged their duties as Director of
the Company in their contributions and oversight of
Perennial, taking into consideration the number of their
board representation in other listed companies and
their principal commitments. The NC also noted that
based on the attendance of the Board and Board
Committee meetings held in the Period, all Directors
were able to participate in all of such meetings to carry
out their duties. The NC was therefore satisfied that for
the Period, where a Director had other listed company
board representations and/or other principal
commitments, each of such Director has given
sufficient time and attention to the affairs of the group
and has been able to discharge his duties as a
Director effectively.
Guideline 4.5 : Appointment of alternate Directors
The Board does not encourage the appointment of
alternate Directors. No alternate Director has been or
is currently being appointed to the Board.
Guideline 4.6 : Process for selection, appointment
and re-appointment of Directors
The NC is responsible for reviewing the succession
plans for the Board. In this regard, it has put in place a
formal process for the renewal of the Board and the
selection of new Directors. The NC annually reviews
the size, composition, skill mix and competencies of
the Board members to take stock of the expertise
within the Board, and identify the Board’s current and
future needs, taking into consideration the growth and
the evolving business requirements of Perennial.
The NC considers, inter alia, the knowledge,
experience and attributes of the existing Directors,
