OVERVIEW PERFORMANCE SUSTAINABILITY FINANCIALS APPENDIX 149 148 PERENNIAL HOLDINGS PRIVATE LIMITED ANNUAL REPORT 2025 Corporate Governance Mr Suwatchai Songwanich, 52 years of age, was appointed on 5 February 2026 to the Board as a Non-Executive Director. Mr Songwanich is based in Thailand and is the Senior Executive Vice President of Bangkok Bank Public Company Limited, listed on the Stock Exchange of Thailand. Mr Songwanich is the third nonSingaporean Director on the Board. The Board welcomes the expansion of its perspective, competencies and skills contributed by Mr Songwanich, as well as his contribution to the Board’s diversity in nationality. Mr Chanond Sophonpanich, 32 years of age, was appointed on 10 February 2026 to the Board as an Alternate Director to Mr Suwatchai Songwanich. Mr Sophonpanich is based in Thailand and is the Senior Vice President of Bangkok Bank Public Company Limited. Mr Sophonpanich is currently also serving as Director in Univanich Palm Oil Public Company Limited and Bumrungrad Hospital Public Company Limited. He stepped down from the Board on 9 April 2026. 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 these 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 minutes 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: Directors who were unable to attend any meetings would be separately briefed by Management, if needed. The Corporate Disclosure Committee (“CDC”) conducted all matters via email approval and did not convene meetings in FY2025. The Executive Committee (“EC”) did not convene meetings in FY2025. 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 Board NRC 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 3 1 Mr Kuok Khoon Hong 4 0 Ms Teo La-Mei 4 NA Ms Noorsurainah Tengah 3 NA Mr Suwatchai Songwanich1 1 NA Mr Lim Sze Han2 3 NA Mr Yang Huanan3 1 1 Mr Lau Teck Sien4 4 NA Mr Chanond Sophonpanich5 0 NA Note: 1 Mr Suwatchai Songwanich was appointed as a Non-Executive Director on 5 February 2026. 2 Mr Lim Sze Han stepped down from the Board on 10 December 2025. 3 Mr Yang Huanan was appointed as an Alternate Director to Mr Fang Fenglei on 10 December 2025. 4 Mr Lau Teck Sien was appointed as an Alternate Director to Ms Noorsurainah Tengah on 16 August 2024. 5 Mr Chanond Sophonpanich was appointed as an Alternate Director to Mr Suwatchai Songwanich on 10 February 2026. He stepped down from the Board on 9 April 2026. the Board Committee meetings are provided to the Directors who form part of such Board Committees. 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. Board Orientation and Training All newly-appointed Directors receive letters of appointment explaining their roles, duties and obligations as a Director. The Group conducts orientation and induction programmes for new Directors, which include comprehensive briefings on Board structure and responsibilities, overall strategic business plans and direction for the Group, corporate governance practices, Group organisation structure and business activities, as well as financial performance of the Group. Site visits are organised for the Directors to familiarise themselves with the Group’s assets and to better understand its business operations, whenever appropriate. These measures also allow the new Directors to familiarise themselves with Management, thereby facilitating Board interaction and independent access to Management. If first-time Directors are appointed, the Group will provide training in areas such as accounting, legal and industry-specific knowledge as appropriate. The Board values ongoing professional development for all Directors. Directors are provided with opportunities for continual professional development in areas such as directors’ duties and responsibilities, changes to relevant laws, regulations and accounting standards and industry-related matters to keep them updated on regulatory requirements and matters that may affect or enhance their performance as Directors or Board Committee members. The Group reviews Directors’ training and professional development needs as appropriate. Regular updates – the Board is updated regularly on risk management, corporate governance, industry-specific information and the key changes in the relevant regulatory requirements and financial reporting standards, so as to enable Directors to properly discharge their duties as Board or Board Committee members. External experts – all training and seminars attended by the Directors in connection with their role as directors of the Company are arranged and funded by the Group. These are done through specially convened sessions, including training sessions and seminars conducted by external professionals, where relevant. At the Board meeting in May 2025, the Directors attended a briefing on China’s eldercare and real estate sector conducted by an industry expert. Overseas site visits – from time to time, the Company organises off-site visits for Directors to the Group’s key operating facilities overseas to enable them to grasp a better understanding of the Group’s businesses. In FY2025, the Board visited the Group’s facilities in China: Beijing Tongzhou Integrated Development Project (show suite and construction site) and Perennial Healthcare City Tianjin (hospitals and hotels). Local senior management personnel were in attendance on these visits, enabling Directors to observe dayto-day operations and meet local business partners and stakeholders. Continuing Professional Development – to ensure that Directors can fulfil their obligations and to continually improve the performance of the Board, all Directors are encouraged to undergo continuing professional development. In addition, Directors are also encouraged to attend training sessions conducted by the Singapore Institute of Directors to stay abreast of relevant developments in relation to financial, legal, and regulatory requirements. Where Directors do attend such continual professional development and training sessions, the costs thereof would be fully funded by the Group. Role of the Company Secretary Under the direction of the Executive Chairman and CEO, and Management, the Company Secretary ensures good information flow within the Board and the Board Committees, as well as between Management and the Non-Executive Directors. With the exception of the NRC meetings which are organised by the Human Resources Department (“HR”), the Company Secretary assists the Executive Chairman and CEO in the administration of the Board meetings. He attends these Board meetings, and prepares minutes of such meetings, as well as assists in seeking approval for the appointment of Directors. In addition, the Company Secretary is responsible for ensuring that the Board procedures are observed and that relevant rules and regulations, including requirements of the Companies Act 1967 of Singapore (“Companies Act”), are complied with. The Company Secretary also liaises on behalf of the Group with the Accounting and Corporate Regulatory Authority and, when necessary, shareholders. The appointment and removal of the Company Secretary are subject to the Board’s approval. Independent Professional Advice Where the Board, whether as an individual Director or as a group, requires separate and independent professional advice to enable them to effectively discharge their duties, the Group will assist in appointing external professionals or in-house subject matter experts to present key topics to the Board such as legal and financial matters or otherwise. The cost of obtaining such professional advice will be borne by the Group. Directors’ Attendance of Board and NRC Meetings Held in FY2025
RkJQdWJsaXNoZXIy NTM2MDQ5