140 PERENNIAL HOLDINGS PRIVATE LIMITED Corporate Governance Directors’ Time Commitments The Directors have effectively discharged their duties based on their commitments, contributions, and oversight of the Group. They were actively engaged and contributed to Board and Board Committees meetings. Board Meetings and Attendance The Board meets regularly for the purpose of reviewing the financial performance of the Group, deliberating and approving key business strategies and investments, as well as governance issues. The dates of the Board meetings, the Board Committee meetings and the Annual General Meetings of the Company are scheduled at least one year in advance and all Board members are notified accordingly. The Company Secretary consults the Directors before fixing the dates of Board meetings so as to ensure optimal attendance and participation from the Directors. The Company’s Constitution allows the Board meetings to be conducted via telephone conference, video conference or other means of electronic communication. Directors who are unable to be physically present at any Board meeting will be able to participate in the meeting via such means. In between scheduled meetings, matters that require the Board’s approval are circulated via email to the Directors for their consideration and decision or for their approval by way of circular board resolutions. Ad-hoc Board meetings are convened as and when necessary to consider other specific matters or as warranted by particular circumstances. Records of all Board meetings, including discussions of key deliberations and decisions taken, are maintained by the Company Secretary. The records are circulated to all Directors for timely updates. Should a Director be unable to attend a Board meeting, that Director will still receive the documents tabled for discussion and has the opportunity to convey his views to the Executive Chairman and CEO for consideration or to discuss with other Directors. The table below sets out key information on the number of Board and Nominating and Remuneration Committee (“NRC”) meetings held and attended by each Director in the year under review: Board Remuneration Committee No. of meetings held: 4 No. of meetings held: 1 Attended Attended Mr Pua Seck Guan 4 1 Mr Ron Sim 4 1 Mr Fang Fenglei 4 1 Mr Kuok Khoon Hong 4 1 Ms Teo La-Mei 4 NA Ms Noorsurainah Tengah1 2 NA Mr Lim Sze Han 3 1 Mr Lau Teck Sien2 2 NA Note: 1 Ms Noorsurainah Tengah was appointed as a Non-Executive Director on 14 May 2024. 2 Mr Lau Teck Sien was appointed as an Alternate Director to Ms Noorsurainah Tengah on 16 August 2024. Directors who were unable to attend any meetings would be separately briefed by Management, if needed. Board’s Access to Information All Directors are given sufficient time to prepare for the Board and the Board Committee meetings and to make informed decisions. Prior to the Board and the Board Committee meetings and on an ongoing basis, Management provides the Directors with complete, accurate, timely and detailed information, including background information of disclosure documents, financial statements and other materials that are related to the agendas of these meetings. In general, such information is provided at least five business days prior to the date of the relevant meeting. Draft agendas for the Board and the Board Committee meetings are circulated in advance to the Executive Chairman and CEO, and respective Chairman of the Board Committees for their review and approval. The minutes of the Board Committee meetings are provided to all Directors. The meeting materials are uploaded onto a secure online portal which can be readily accessed on tablet devices by the Directors, which is in line with the Group’s ongoing commitment to minimise paper waste and reduce its carbon footprint. This is also in keeping with our core value of sustainability. At each Board meeting, the Executive Chairman and CEO, and Management provide complete and comprehensive updates on the Group’s business and operations, significant developments on the Group’s business initiatives and industry developments. The Chief Financial Officer (“CFO”) presents financial highlights of the Group’s performance, as well as briefs the Board on material events and transactions. The Board is also apprised of risk management updates, regulatory updates and analysis or press commentaries through other presentations by Management. This allows the Directors to develop a better understanding of the Group’s business, as well as the issues and challenges faced by the Group. In addition to briefings by the Executive Chairman and CEO, and CFO at every Board meeting, when necessary, Management, auditors and external advisers engaged by the Group also attend the Board and the Board Committee meetings to present key topics identified by the Board, provide insights into matters being discussed and respond to any questions that the Directors may have. All requests for additional information from the Directors are also responded to promptly by Management. The Directors also receive operational and financial reports regarding the performance of the Group. These reports include key financial indicators, variance analyses, property and project updates and strategic or business highlights. Additionally, informal briefings are conducted by Management to inform the Directors about potential business opportunities and developments at an early stage before formal Board approval is sought.
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