BUILDING LANDMARKS, CHARTING GROWTH
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Annual Report 2015
as well as facilitates orientation and professional
development of Directors as required. In addition,
the Company Secretary assists the Board on
Perennial’s compliance with the Company's Articles of
Association and applicable laws and regulations,
including requirements of the Companies Act, the
Securities and Futures Act and the SGX-ST Listing
Manual. The Company Secretary also liaises on behalf
of Perennial with the SGX-ST, the Accounting and
Corporate Regulatory Authority and when necessary,
the Shareholders.
Guideline 6.4 : Appointment and removal of the
Company Secretary
The appointment and the removal of the Company
Secretary are subject to the Board’s approval.
Guideline 6.5 : Ability to take independent professional
advice
Where a Director deems necessary, in the furtherance
of the relevant Director’s duties, he can seek
independent professional advice at Perennial’s
expense.
PROCEDURES FOR DEVELOPING
REMUNERATION POLICIES
(GUIDELINE 7)
Guideline 7.1 : Composition of the RC
Guideline 7.2 : Role of the RC
The RC is chaired by Mr. Eugene Paul Lai Chin Look.
The other members of the RC are Mr. Kuok Khoon
Hong and Mr. Lee Suan Hiang. All members of the RC
are non-executive and independent Directors, save for
Mr. Kuok Khoon Hong who is a non-executive and
non-independent Director. The RC’s terms of reference
are set out on pages 158 and 159 of this report.
The primary function of the RC is to ensure a formal
and transparent process for developing policies on
remuneration matters in the Company and to
determine the remuneration packages of individual
Directors and key management personnel. The RC
aims to build capable and committed management
team, through competitive compensation and
progressive policies which are aligned to the long-term
interests and risk policies of Perennial, and which can
attract, retain and motivate a pool of talented
employees to drive the growth of Perennial without
being excessive.
In addition to the above, the RC performs the following
functions:
(i)
Assists the Board to establish a framework of
remuneration (which covers all aspects of
remuneration including directors’ fees, salaries,
allowances, bonuses, and benefits in kind) and
ensure the ongoing appropriateness and
relevance of the remuneration policies and other
benefit programmes, taking into consideration
prevailing economic conditions within similar
industries and comparable companies;
(ii)
Reviews and recommends the remuneration package
for Directors and key management personnel;
(iii) Approves any termination payments, retirement
payments and other payments of similar nature to
key management personnel;
(iv) Reviews and approves the design of all option
plans, share plans and/or other equity based plans;
and
(v)
Reviews succession planning for key management
personnel and the leadership pipeline in the
immediate, medium and longer term.
In the deliberation of remuneration matters, no Director
is involved in deciding any remuneration,
compensation, share-based incentives or any form of
benefits to be granted to himself.
Guideline 7.3: Appointment of remuneration consultant
The RC has access to expert professional advice on
human resource matters whenever there is a need for
such external consultation. During the Period, the RC
engaged external remuneration consultants, Aon
Hewitt Singapore Pte. Ltd., in the determination of the
share options to be granted to the eligible employees
and Directors under the share option scheme of the
Company, also known as the Perennial Employee
Share Option Scheme 2014. The RC is satisfied that
there is no relationship between Perennial and the
appointed remuneration consultants, Aon Hewitt, which
would affect the independence and objectivity of the
remuneration consultants.
Guideline 7.4: Review of termination clauses in
contracts of service
The RC reviews the Company’s obligations arising
from the employment contracts of executive Directors
and key management personnel and noted there were
no onerous termination clauses other than the
standard clause on notice period for termination.
