OVERVIEW PERFORMANCE SUSTAINABILITY FINANCIALS APPENDIX 155 154 PERENNIAL HOLDINGS PRIVATE LIMITED ANNUAL REPORT 2025 Risk Management Corporate Governance Perennial Holdings Private Limited (“Company”, or the “Group” and together with its subsidiaries, “Perennial Holdings”) has put in place an Enterprise Risk Management (“ERM”) framework to identify, measure, manage, and monitor risks. The ERM framework, which includes the objectives and procedures for risk management, is approved by the board of directors of the Company (“Board”). Key risk indicators, as part of the framework, are reviewed quarterly by the Board to ensure that existing practices stay relevant amidst changing business landscapes and regulations, while meeting the business objectives of Perennial Holdings. The Board strongly believes that a proactive approach towards risk management ensures a disciplined pursuit of business objectives and strategies, thereby creating and preserving value for shareholders of the Company (“Shareholders”). As an integral part of Perennial Holdings’ strategic and decision-making process, risk management practices are embedded into day-to-day operations at all levels of Perennial Holdings. RISK GOVERNANCE STRUCTURE The Board sets the risk culture and is overall responsible for governing and managing Perennial Holdings’ risks. This includes determining the risk appetite, overseeing the ERM framework, managing the risk profile, and monitoring the risk exposure. The Board is assisted by the management team of Perennial Holdings (“Management”), the Internal Audit Department, and the Risk Owners at the various business units, as outlined below: DESCRIPTION RISK GOVERNANCE Board of Directors • Overall responsible for risk governance and ensuring a sound system of risk management and internal controls • Governs the ERM framework and systems • Reviews risk profile, key risks and mitigation strategies • Determines risk appetite and tolerance limits RISK MANAGEMENT Management • Assists the Board in overseeing risk management • Formulates policies, strategies and oversees the design and implementation of risk management practices and internal control systems • Oversees internal and external audit Internal Audit Department • Compiles results of quarterly key risk indicators • Provides independent assurance on the adequacy and effectiveness of the internal controls and risk management practices • Highlights control gaps and their corresponding risks to Management and the Board RISK OWNERSHIP Risk Owners at Business Units • Responsible for managing risk in business activities • Risk management to be embedded as an integral part of business units’ processes • Continually assess and tailor risk measures to cater to changing business needs • Report business and operational risks and highlight key or emerging risks to Management and Internal Audit Department RISK MANAGEMENT FRAMEWORK Independent Audits: Internal audit evaluates the adequacy and effectiveness of internal control systems and risk management processes External audit highlights control deficiencies in management letter RISK GOVERNANCE Board of Directors RISK MANAGEMENT • Management • Internal Audit Department RISK OWNERSHIP Risk Owners at Business units Top Down: Instill risk culture and oversee risk management at Group level Bottom Up: Identify, assess, mitigate and monitor risks at business unit level Relevant policies are posted on the Group’s intranet and communicated to all employees and aim to provide direct and understandable frameworks for employees to observe the Group’s principles, such as integrity, honesty, and responsibility, at all levels of the organisation. All employees are required to make a continuous effort to learn about and keep up to date with the content relevant to their duties, guidelines that apply to them and any changes that are made to the guidelines. Whistleblowing Policy The Group’s Whistleblowing Policy provides employees and parties who have dealings with the Group with welldefined procedures and accessible and trusted channels to raise concerns about suspected fraud, corruption, dishonest practices or other probable improprieties in the workplace without fear of reprisals in any form within the limits of the law. The Whistleblowing Policy is intended to provide a trusted avenue for the Group’s employees and other parties to come forward and report such concerns with confidence that their concerns will be independently investigated, and appropriate follow-up actions will be taken. The Whistleblowing Policy and procedures, together with the dedicated whistleblowing communication channel, are disseminated to all employees and also posted on the Group’s website, accessible at https://www.perennialholdings.com/. The Group’s secure and protected whistleblowing communication channel includes a dedicated and independent e-mail account that is only accessible by the Executive Chairman and CEO, and Ms Teo La-Mei, a Non-Executive Director of the Company. The Board is guided by the Whistleblowing Policy to ensure proper and independent conduct of investigations under strict confidentiality. The Policy also allows for appropriate closure actions to be executed upon completion of investigations. These actions include administrative, disciplinary, civil and/or criminal actions and remediation of control weaknesses that allowed the fraud or misconduct to be perpetrated, thereby preventing recurrences. Fraud, Bribery and Corruption Risk Management The Group is committed to doing business with integrity. This is reflected in its longstanding zero tolerance stance against fraud, bribery and corruption. Consistent with this commitment, guidelines are in place to ensure all employees of the Group uphold the highest standards of integrity in their work and business dealings. The Group’s zero tolerance stance on bribery and corruption extends to its business dealings with third parties. Anti-Money Laundering and Countering the Financing of Terrorism Measures The Group has implemented procedures to safeguard its services from being used to launder the proceeds of crime or as a conduit for terrorism financing, as required under the Housing Developers (Control and Licensing) Act 1965, Housing Developers (Anti-Money Laundering and Terrorism Financing) Rules 2023, Sale of Commercial Properties Act 1979, Sale of Commercial Properties (Anti-Money Laundering and Terrorism Financing) Rules 2023, Estate Agents Act 2010 and Estate Agents (Prevention of Money Laundering and Financing of Terrorism) Regulations 2021. The Group’s policy and procedures include, but are not limited to, risk assessment and mitigation, customer due diligence, reporting of suspicious transactions and record-keeping. Periodic trainings are also conducted for relevant employees to ensure they remain up to date on relevant regulations. Code of Conduct and Code of Ethics A formalised Code of Conduct and Code of Ethics, approved by the Board, have been adopted and implemented throughout the Group. The Code of Conduct applies to all employees and sets out the principles to guide the conduct of business activities, both internally and externally. The principles covered in the Code of Conduct include, among others, conflict of interests, entertainment and gifts, misuse of position, insider trading, and confidentiality. It also sets out the procedures for employees to report any violation of the Code of Conduct. The Code of Ethics sets out the moral and ethical standards of behaviour that are expected of employees of the Group when dealing with customers, suppliers, other business associates and colleagues, as well as when discharging their duties as employees of the Group. Details of the Group’s Code of Conduct and Code of Ethics are posted on the Group’s website, which is accessible by all employees and stakeholders. ENGAGEMENT WITH STAKEHOLDERS Stakeholder Rights A dedicated investor relations and corporate communications (“IRCC”) team that reports to the Executive Chairman and CEO effectively executes the Group’s IRCC policy which is published on the Group’s website. The IRCC team focuses on facilitating effective communication with the media, members of the public and various stakeholders to keep them abreast of the Group’s strategic plans and key developments, where relevant. The IRCC team also maintains a website which contains information on the Company, including press releases, annual reports and sustainability reports. The contact details of the IRCC team are listed on the Group’s website and disclosed in this report to facilitate any queries and feedback from various stakeholders. The Group communicates strategic business plans and operating performance, shares latest corporate and industry developments with relevant stakeholders, as well as gathers their views and feedback on a range of strategic and topical issues, where necessary. Such interactions allow Management to understand and consider the views and feedback before formulating key strategic decisions. The Sustainability Summary Report, from pages 102 to 144 of this report, sets out the Group’s approach to addressing stakeholders’ concerns and methods of engagement and also highlights the key areas of focus in relation to the management of stakeholders. Interested Persons Transactions The Group has established a formal Interested Persons Transactions (“IPT”) Policy, which defines the levels and procedures to obtain approval for IPTs. The IPT Policy ensures that all transactions with interested persons are (i) conducted on normal commercial terms and are not prejudicial to the interests of stakeholders and (ii) properly approved by the respective approving authorities and reported in a timely manner to the Board. The IPT Policy is circulated to all departments in the Group. All departments are required to be familiar with the IPT Policy and to report any IPT to the Board for review. The Group also maintains a register of all IPTs entered into by the Group. As stipulated in the Group’s IPT Policy, Management presents the IPT register, which contains all transactions with interested persons and the relevant details of each transaction, to the Board regularly.
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