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PERENNIAL REAL ESTATE HOLDINGS LIMITED
Annual Report 2015
CORPORATE GOVERNANCE
Guideline 16.2 : Separate resolutions at general
meetings of Shareholders
To safeguard the Shareholders’ interests and rights
and to place adequate attention and focus on each
issue, Perennial seeks to ensure that each
substantially distinct issue is proposed as a separate
resolution and that the Code’s guideline regarding the
“bundling” of resolutions are complied with.
Guideline 16.3 : Attendance of Directors and other
key persons at general meetings of Shareholders
The Board Chairman, Chairperson of each Board
Committee, all Board Members, CEO, CFO, Company
Secretary and members of the Management team are
in attendance at AGMs or EGMs to take questions and
obtain feedback from the Shareholders. The
Shareholders are encouraged to communicate their
views, raise questions, provide feedback and discuss
with the Board and the Management on issues
pertaining to the proposed resolutions or any other
matters regarding Perennial. The external auditors,
KPMG LLP, external legal advisors and human
resource consultants (where applicable) are also
invited to attend general meetings and will assist the
Board and the Management in addressing queries
from the Shareholders relating to the conduct of the
external audit, the preparation and content of the
auditors’ report or the remuneration of the Directors.
The Shareholders also have the opportunity to
communicate, discuss and interact with the Board and
the Management after the general meetings.
Guideline 16.4 : Minutes of general meetings of
Shareholders
The Company Secretary prepares detailed minutes of
general meetings of the Shareholders, which include
substantial comments or queries raised by the
Shareholders and the responses from the Chairman,
Board Members and the Management. These minutes are
made available to the Shareholders upon their request.
Guideline 16.5 : Voting by poll
Perennial has conducted voting in its EGM in October
2015 by way of poll and will conduct voting by poll for
all resolutions at the forthcoming AGM. The Board
believes that voting by poll provides better clarity and
enhances transparency of the voting process.
The total number of votes cast for or against each
resolution and the respective percentages will be
announced to all of the Shareholders at the AGM.
An announcement of the detailed AGM results will also
be made in a timely manner via SGXNET after
the meeting.
DEALINGS IN SECURITIES
Perennial adopts a trading policy based on the SGX-ST’s
best practices on dealing in securities. Pursuant to the
SGX-ST’s Listing Rule 1207(19), Perennial issues
guidelines to Directors and employees in the group,
which sets out the prohibitions against dealings in the
Company’s securities (i) while in possession of material
unpublished price-sensitive information, (ii) during the
two weeks immediately preceding, and up to the time
of the announcement of, the Company’s results for
each of the quarters of its financial period and,
(iii) during the one month preceding, and up to the
time of announcement of, Perennial’s results for the full
financial period/year.
Directors and employees of Perennial are also
refrained from dealing in the Company’s securities on
short-term considerations. They are also routinely
advised to be mindful and ensure that their dealings in
securities do not contravene the laws on insider
trading under the Securities and Futures Act.
INTERESTED PERSON TRANSACTIONS
Perennial has established a formal Interested Person
Transaction (“
IPT
”) Policy to ensure that all transactions
with interested persons are reported in a timely manner
to the ARC, conducted on normal commercial terms and
are not prejudicial to the interests of the Shareholders.
The IPT Policy is circulated to all departments in
Perennial. All departments are required to be familiar with
the IPT Policy and report any IPT to the ARC for review.
In accordance with the reporting requirements in
Chapter 9 of the SGX-ST Listing Manual, Perennial also
maintains a register of all IPT entered into by the group.
As stipulated in Perennial’s IPT Policy, the Management
reports the IPT register, which contain all transactions
with interested persons and the relevant details of each
transaction, to the ARC on a quarterly basis.
An audit on IPT is also incorporated into Perennial’s
annual internal audit plan. Information on IPT for the
Period may be found in the supplemental information
on page 257 in this report.
