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PERENNIAL REAL ESTATE HOLDINGS LIMITED
Annual Report 2015
CORPORATE GOVERNANCE
The ARC met four times during the Period and the
Chairman and Vice-Chairman are invited to attend the
ARC meetings. The CEO, CFO, Company Secretary,
internal and external auditors as well the other
Management staff attended these ARC meetings.
In addition, whenever necessary, other employees of
the group will be invited to attend the ARC meetings to
answer queries and provide detailed insights into their
areas of operations. The ARC is provided with all
necessary information ahead of the ARC meetings to
enable them to make informed decisions.
Guideline 12.4 : Role of the ARC
The ARC is guided by its terms of reference which will be
reviewed periodically to ensure relevancy and compliance
with good corporate governance and best practices.
In particular, the role of the ARC includes:
• reviewing the quarterly, half-year and full year
results announcements, accompanying press
releases and presentation slides, as well as the
financial statements of the group and the
adequacy and accuracy of information disclosed
prior to submission to the Board for approval;
• reviewing significant financial reporting issues and
judgments so as to ensure the integrity of the
financial statements of the group and any
announcements relating to Perennial’s financial
performance;
• reviewing the adequacy and effectiveness of
Perennial’s internal controls, including financial
and accounting, operational, compliance and IT
controls, and risk management systems;
• reviewing the effectiveness and adequacy of
internal audit function, scope and results of the
audit reviews and internal audit reports;
• reviewing the scope and results of the external
audit, the audit reports and the independence
and objectivity of the external auditors;
• monitoring Perennial’s compliance with laws and
regulations, particularly those of the Companies
Act and the SGX-ST Listing Manual;
• reviewing the arrangements by which staff and
external parties may, in confidence, raise
probable improprieties in matters of financial
reporting or other matters, with the objective that
arrangements are in place for the independent
investigation of such matters and for appropriate
follow up action; and
• overseeing the procedures established to regulate
interested person transactions and ensuring
the compliance of such transactions with the
Listing Manual.
Guideline 12.5 : Meetings with external and internal
auditors
During the Period, the ARC met with the external
auditors and internal auditors, without the presence of
the Management, to discuss the reasonableness of the
financial reporting process, the system of internal
controls, and the significant comments and
recommendations by the auditors. The deliberate
absence of the Management at these meetings is
designed to provide a forum where auditors can feel
free to raise any potential issues encountered in the
course of their work without any possibility of influence
by the Management.
Guideline 12.6 : Review of independence of external
auditors
The external auditor for the Period is KPMG LLP.
For the Period, the ARC has also reviewed and is
satisfied with the standard of the external auditors’
work. Additionally, having reviewed the nature, extent
and volume of non-audit services provided to
Perennial by the external auditors and its affiliates, and
the fees paid for such services, the ARC is satisfied
that the provision of such services has not prejudiced
the external auditors’ independence and objectivity.
As at 31 December 2015, the aggregate fees paid/
payable to KPMG were S$623,464 for their external
audit services and S$201,015 for their non-audit
services.
The ARC has recommended the re-appointment of the
external auditors at the forthcoming AGM. The Company
confirms that it complies with Rules 712 and 715 of the
SGX-ST Listing Manual in relation to its external auditors.
Guideline12.7 :Whistle-blowingpolicyandprocedures
The ARC oversees Perennial’s Whistle-blowing Policy,
which provides the employees and parties who have
dealings with Perennial with well-defined procedures
and accessible and trusted channels to report
suspected fraud, corruption, dishonest practices or
