OVERVIEW PERFORMANCE SUSTAINABILITY FINANCIALS APPENDIX 147 146 PERENNIAL HOLDINGS PRIVATE LIMITED ANNUAL REPORT 2025 Corporate Governance arises and feedback on these discussions is provided to the Board and/or Executive Chairman and Chief Executive Officer (“CEO”), as appropriate. The principal duties and responsibilities of the Board are to: • provide leadership and guidance on the formulation of the Group’s overall business strategy plans and direction; • oversee the Group’s overall performance objectives, key operational initiatives and major business decisions; • 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 seven 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. MsTeo La-Mei (Non-Executive Director); 6. Ms Noorsurainah Tengah (Non-Executive Director); 7. Mr Suwatchai Songwanich (Non-Executive Director); 8. Mr Yang Huanan (Alternate Director to Mr Fang Fenglei); and 9. 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. Except for the Executive Chairman and CEO, all the other Directors are Non-Executive Directors. 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 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 continues to be upheld and is posted on the Group’s website, accessible at www.perennialholdings.com. At the end of FY2025, there were 2 female Directors (out of 6 Directors, excluding Alternate Directors) on the Board. This represents 33% of the Board. As at the date of this report, with the appointment of Mr Suwatchai Songwanich on 5 February 2026, the proportion of female Directors on the Board (excluding Alternate Directors) is 29%, which is in line with recommendations by the Council for Board Diversity for female representation on the Board to be at least 25% by 2025. With the appointment of Mr Suwatchai Songwanich, the diversity in the Board’s nationality (excluding Alternate Directors) improved, from 33% of the Board being non-Singaporeans in 2024, to 43% as at the date of this report. The Board does not comprise former partners or directors of the Group’s external auditors, KPMG LLP (“KPMG”) (who resigned on 1 August 2025) and Ernst & Young LLP (“EY”) (who took over with effect from 1 August 2025), within the last two years, or who hold any financial interest in KPMG or EY. The following charts (which exclude Alternate Directors) set out Perennial Holdings’ board diversity indicators as at the date of this report: 50 years and below 14% 51 to 60 years 14% 61 to 70 years 43% 71 years and above 29% AGE Male Director 71% Female Director 29% GENDER Singapore 57% China 15% Brunei 14% Thailand 14% NATIONALITY As at the date of this report, the Board’s expertise and experience matrix, which sets out the expertise, skill and experience of the Board, is as follows: Directors’ Expertise and Experience Matrix Mr Pua Seck Guan Mr Ron Sim Mr Fang Fenglei Mr Kuok Khoon Hong Ms Teo La-Mei Ms Noorsurainah Tengah Mr Suwatchai Songwanich Mr Yang Huanan Mr Lau Teck Sien Banking & Finance ✔ ✔ ✔ ✔ ✔ ✔ ✔ Legal ✔ Corporate Governance ✔ Risk Management ✔ ✔ ✔ ✔ ✔ Industry Knowledge ✔ ✔ ✔ ✔ ✔ ✔ ✔ Entrepreneurial & Management ✔ ✔ ✔ ✔ ✔ ✔ ✔ Investment ✔ ✔ ✔ ✔ ✔ ✔ ✔ Commerce ✔ ✔ ✔ ✔ ✔ ✔ Strategic & Analytics ✔ ✔ ✔ ✔ ✔ ✔ ✔ Corporate Restructuring ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Environmental, Social and Governance Please see the following paragraph for elaboration of the Directors’ ESG expertise Environmental, Social and Governance (“ESG”) Expertise The majority of the Board have business experience and expertise related to at least one of the following ESG factors which have been identified as material to the Group’s business: 1. Customer Satisfaction 2. Health and Safety of Stakeholders 3. Business Ethics 4. Corporate Governance 5. Compliance with Laws and Regulations 6. Occupational Health and Safety 7. Energy, Greenhouse Gas Emission and Alternative Energy Sources 8. Water Management New Appointments The Board made advancements in skillset as well as diversity in nationality with the appointment of three new Directors (including two Alternate Directors): Mr Yang Huanan, 41 years of age, was appointed on 10 December 2025 to the Board as an Alternate Director to Mr Fang Fenglei. Mr Yang is based in China and is Partner and Chief Financial Officer of HOPU Investments. He has held past principal commitments as Private Equity Professional at Carlyle’s Asia Growth Fund as well as Corporate Development Manager at The Maersk Group. The Board welcomes the expansion of its perspective, competencies and skills contributed by Mr Yang. Perennial Holdings’ Board Diversity Indicators
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