142 PERENNIAL HOLDINGS PRIVATE LIMITED Corporate Governance for decision-making and oversight rests with the Board as a whole. (i) The Nominating and Remuneration Committee: The NRC is established to ensure a formal and transparent process in developing remuneration policy and in determining the remuneration packages of KMP. The NRC also makes recommendations to the Board on matters relating to: 1. the review of succession plans for the Executive Chairman and CEO, and KMP; 2. the review of training and professional development programmes for the Board and KMP, where relevant and necessary; and 3. the appointment of Directors (including Alternate Directors, if any). The members of the NRC are: • Mr Kuok Khoon Hong (Chairman) • Mr Ron Sim • Mr Fang Fenglei (ii) The Corporate Disclosure Committee: The CDC is established to assist the Board in reviewing the adequacy of corporate disclosures to the investment community, bankers, employees, customers, and the general public. The CDC reviews and approves the release of material information to the public relating to the Group. These include but are not limited to the following: • information on major transactions or projects; • press releases on transactions or projects which are promotional in nature; and • annual reports and sustainability reports. The members of the CDC are: • Ms Teo La-Mei • Mr Pua Seck Guan (iii)The Executive Committee: The EC is established to assist the Board in approving key strategic decisions, ensuring that the Group achieves its desired performance objectives and enhances long-term shareholder value. The EC provides overall direction on the Group’s business plans and oversees the general management of the Group, and may: • review and recommend the Group’s corporate values, corporate strategy, corporate objectives and performance targets; • review and evaluate new business opportunities and recommend strategic business proposals, due consideration given for sustainability issues comprising material environment, social and governance factors, including climate change, to the Board for approval; • review, approve and recommend major transactions below S$30 million; • guide senior management on business, strategic and operational issues; and • perform such other duties as the Board may delegate from time to time. The members of the EC are: • Mr Kuok Khoon Hong (Chairman) • Mr Ron Sim • Mr Lim Sze Han • Mr Pua Seck Guan PROCEDURES FOR DEVELOPING REMUNERATION POLICIES The Nominating and Remuneration Committee The NRC’s responsibilities include: • review and recommend the remuneration framework for the Board and KMP; • consider, review and approve and/or vary (if necessary) the entire specific remuneration package and service contract terms for each KMP, having regard to the executive remuneration policy within the Group; • consider and approve termination payments, retirement payments, gratuities, ex-gratia payments, severance payments and other similar payments to KMP; • review the on-going appropriateness and relevance of executive remuneration policy and other benefit programmes; • review and approve the design of incentive plans and determine each year whether awards will be made under each of these plans; • review and approve guidelines pertaining to variable bonus, annual increment, and incentive plans annually; and • review and approve each award as well as the total proposed awards under each plan in accordance with the rules governing each plan. The NRC recommends for the Board’s endorsement, a framework of remuneration which covers all aspects of remuneration, including but not limited to salaries, allowances, bonuses, benefits-in-kind and specific remuneration packages for Executive Directors. Non-Executive Directors do not receive remuneration from the Company. The NRC aims to build a capable and committed management team through competitive compensation packages and progressive policies which are aligned with the longterm interests and risk policies of the Group, and which can attract, retain, and motivate a pool of talented employees to drive business growth and strategy, while creating long-term shareholder value. The NRC also reviews the Group’s potential obligations and liabilities arising from any termination of the employment contract of the Executive Chairman and CEO, and KMP. The NRC is of the view that the termination clauses are fair and reasonable as such contracts only contain the standard clause on notice period for termination with the appropriate period of notice, taking into account the seniority of the relevant employee. In the deliberation of remuneration matters, none of the NRC members is involved in deciding any remuneration, compensation, incentives, or any form of benefits to be granted to himself. In discharging its duties, the NRC may seek advice from HR and external consultants whenever necessary. Remuneration for the Executive Chairman and Chief Executive Officer and Key Management Personnel The Group advocates a remuneration system that is flexible and responsive to market conditions, as well as a remuneration framework that is based on the key principle of aligning compensation to business performance and strategic objectives. Such performance-centric remuneration is linked to the achievement of corporate and individual performance targets, both in terms of short and long- term quantifiable objectives, as well as to support the ongoing enhancement of shareholder value. The remuneration system also takes into account the value creation capability of the Executive Chairman and CEO, and KMP. The Board determines value creation to be the amount of value-add contributed by the individual, including but not limited to deal introduction to the Group, costsavings ideas and novel initiatives which
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