Corporate Governance In order for the Board to discharge its principal duties and responsibilities, the Board has to ensure that there are processes in place to: • approve the appointment of the Executive Chairman and CEO, and other key management personnel (“KMP”) and review the succession plans for Directors and KMP within the Group; and • review the training and development of the Board, KMP and talented executives within the Group. Conflicts of Interest The Board recognises that Directors owe fiduciary duties to the Group. All Directors are expected to discharge their duties and responsibilities objectively in the best interests of the Group and to hold Management accountable for performance. All Directors are also expected to avoid any conflicts of interest. If there is a real or perceived conflict of interest, the Director in question will recuse himself/herself from meetings and abstain from voting on decisions involving the issues(s) of conflict. Board Composition and Guidance As at the date of this report, the Board comprises one female Director and five male Directors, including an alternate Director. The members of the Board are: 1. Mr Pua Seck Guan (Executive Chairman and CEO); 2. Mr Ron Sim (Co-Vice Chairman, Non-Executive Director); 3. Mr Fang Fenglei (Co-Vice Chairman, Non-Executive Director); 4. Mr Kuok Khoon Hong (Non-Executive Director); 5. Ms Teo La-Mei (Non-Executive Director); and 6. Mr Lim Sze Han (Alternate Director to Mr Fang Fenglei). The Board comprises Directors who are business leaders and professionals with strong experience relevant to the Group’s businesses and have a good understanding of their directorship duties (including their roles as Executive and Non-Executive Directors). The Board is made up of Directors of different nationalities and genders. Non-Executive Directors comprise a majority of the Board. The Directors have skills, business experience and qualifications from the real estate, healthcare, banking, finance, investment, asset management and legal fields, which are relevant to the Group’s business. With the global reach of the Group’s business, most of the Directors have extensive experience in multiple jurisdictions worldwide, including Singapore and China. The varied backgrounds of the Directors enable Management to benefit from their external, diverse and objective perspectives on issues brought before the Board for deliberation. With their collective experiences and perspectives, the Group continues to meet the challenges and demands of the global markets in which it operates. The Company has three Board Committees. The Board Committees comprise of Directors who have the appropriate qualifications and skills. The Board maximises the effectiveness of the Board Committees by achieving an equitable distribution of responsibilities and fostering active participation and contribution among Board Committee Members. Best efforts have been made to ensure that in addition to contributing their valuable expertise and insights to Board deliberations, each Director also brings to the Board an objective perspective to enable balanced and well-considered decisions to be made by the Board. All Directors are encouraged to participate actively in the development of the Group’s strategic plans and operations and in the performance review of Management and the Group. No individual or small group of individuals dominates the Board’s decision-making process. Further information on the Directors can be found in the “Board of Directors” section in the Annual Report. The Board is of the view that the Board and the Board Committees are of an appropriate size considering the scale, nature and multiple jurisdictions in which the Group operates and that the Directors as a group, provide the appropriate balance and mix of skills, knowledge, experience and other aspects of diversity. Board Diversity The Group recognises that board diversity is an essential element contributing to the sustainable development of the Group. A board diversity policy has been implemented, which provides for the Board to comprise of Directors as a group who have an appropriate balance and diversity in skills, experience, gender and relevant industry knowledge. The board diversity policy is posted on the Group’s website, accessible at www.perennialholdings.com. The Board does not comprise former partners or directors of the Group’s external auditors, KPMG LLP (“KPMG”), within the last two years, or who hold any financial interest in KPMG. The following charts set out Perennial Holdings’ board diversity indicators for the financial year ended 31 December 2023: Male Director 83% Female Director 17% BOARD GENDER DIVERSITY 50 years old and younger 17% 51 to 60 years 17% 61 to 70 years 33% 71 years old and older 33% AGE SPREAD 130 PERENNIAL HOLDINGS PRIVATE LIMITED
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