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PERENNIAL REAL ESTATE HOLDINGS LIMITED
Annual Report 2015
CORPORATE GOVERNANCE
The NC evaluates the performance and contributions of
each individual Director as part of its periodic review of
the composition of the Board and the Board
Committees. The criteria taken into consideration include
the Director’s level of understanding regarding Perennial’s
business environment, degree of preparedness, level of
participation, attendance, the Director’s expertise and
experience, effectiveness in discussing matters and any
deficiencies, and the level of candour in taking a firm and
independent stance and in challenging the Management
where necessary. Contributions by an individual Director
can also take other forms, including providing objective
perspectives on issues, facilitating business opportunities
and strategic relationships, and accessibility by the
Management outside of a formal environment of the
Board and/or the Board Committee meetings. The NC
assesses the independence of Directors in the manner
set out under Guidelines 2 and 4 above. Based on the
evaluation results of the Directors’ performance and
contributions, the Board, assisted by the NC, determines
if changes to the Board composition are necessary.
If required, the Board may engage an external
facilitator to assess the effectiveness of the Board and
the Board Committees as well as the contributions by
the Directors. In the Period, no external facilitator has
been engaged.
ACCESS TO INFORMATION
(GUIDELINE 6)
Guidelines 6.1 : Separate and independent access
to Management
Guidelines 6.2 : Adequacy of information provided
to the Board
To give Directors sufficient time to prepare for the
Board and the Board Committee meetings, the
agenda and Board papers for these meetings,
including background information, related materials,
copies of disclosure documents and financial
statements, are sent to all Directors at least five days
prior to the date of the relevant meeting.
All Directors are invited to attend all the Board
Committee meetings to keep themselves informed of
the discussions and decisions made in the respective
meetings. Accordingly, the reports and papers for the
Board meetings and the Board Committee meetings
are provided to all Directors.
Directors receive operational and financial reports on
the performance of Perennial on a regular basis. These
reports include key financial indicators, variance
analyses, property updates and strategic and business
highlights which provide the Board with a better view
of Perennial’s actual performance. Amongst other
reports, the Board is also provided with financial
highlights of Perennial’s performance, key developments,
risk management updates and reports from internal
and external auditors on a quarterly basis at the ARC
and the Board meetings. The Board is also apprised of
any significant developments on Perennial’s business
initiatives, industry developments, regulatory regime
and analysts and press commentaries. In addition to
briefings by the CEO and Chief Financial Officer
(“
CFO
”) at every Board meeting, Management also
attends the Board and the Board Committee meetings
to provide insight into matters being discussed and to
respond to any questions that the Directors may have.
Directors have separate, independent and unrestricted
access to the CEO, the Management, Company
Secretary and internal and external auditors at all
times. Where the situation requires, the Directors are
entitled to request for any additional information which
will be provided by the Management in a timely manner.
Guideline 6.3 : Separate and independent access to
the Company Secretary
Directors have separate and independent access to
the Company Secretary.
As a matter of good corporate governance practice,
the role of the Company Secretary is clearly defined.
The Company Secretary provides secretariat support
to the Board and the various Board Committees.
She administers and prepares notices and minutes of
meeting and is responsible for ensuring that the Board
procedures are observed and that applicable rules and
regulations are complied with. The agenda for the
Board and the Board Committee meetings are
prepared in consultation with the Chairman, the
respective chairpersons of the Board Committees, and
the CEO to ensure good information flow within the
Board and the Board Committees, as well as between
the Management and non-executive Directors.
The Company Secretary assists the Board Chairman
and the respective chairpersons of the Board
Committees in scheduling the respective meetings.
She also advises the Board on all governance matters,
