138 PERENNIAL HOLDINGS PRIVATE LIMITED Corporate Governance • assume responsibility for corporate governance and ensure the adequacy of the internal control and risk management strategy and standards, including ethical standards; • constructively challenge and review the performance of Management and oversee remuneration matters; • ensure necessary resources are in place for the Group to meet its strategic objectives; • establish and maintain a sound risk management strategy to effectively monitor and manage risks, and to achieve an appropriate balance between risks and the Group’s performance; • provide guidance on value creation, innovation and sustainability issues such as environmental, social and governance factors, including climate change, as part of the Group’s overall business strategy; and • ensure transparency and accountability to stakeholders. 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 issue(s) of conflict. Board Composition and Guidance As at the date of this report, the Board comprises two female Directors and six male Directors, including two Alternate Directors. 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); 6. Ms Noorsurainah Tengah (Non-Executive Director); 7. Mr Lim Sze Han (Alternate Director to Mr Fang Fenglei); and 8. Mr Lau Teck Sien (Alternate Director to Ms Noorsurainah Tengah). 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 or Non-Executive Directors). The Board is made up of Directors of different nationalities and genders. NonExecutive Directors comprise a majority of the Board. The Directors have skills, business experience and qualifications from the real estate, healthcare, hospitality, 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. Their collective experiences and perspectives put the Group in a good position 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 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 and nature of the Group’s operations and the 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. The board diversity policy, implemented since 2021, provides for the Board to consist of Directors as a group who have an appropriate balance and diversity in skills, experience, gender and relevant industry knowledge. The board diversity policy continues to be upheld and is posted on the Group’s website, accessible at www.perennialholdings.com. In FY2024, the Group appointed an additional female Director, Ms Noorsurainah Tengah, to the Board. As at the date of this report, the Board has 25% female representation, constituted by two female Directors. This is in line with the recommendation of the Council for Board Diversity for female representation at board level to be at least 25% by 2025. With the appointment of Ms Tengah, the diversity in the Board’s nationality also improved, from 17% of the Board being non-Singaporeans in 2023, to 25% in 2024. In addition, with Ms Tengah’s appointment, the diversity in the Board’s age spread improved as well, from 17% of the Board being aged 50 or younger in 2023, to 25% in 2024. 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.
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