ESR-REIT Annual Report 2024 93 The Board’s principal functions include: • ensuring the Manager discharges its duties to act in the best interests of all Unitholders as a whole and to give priority to the interests of the Unitholders over the interest of the Manager and its shareholders in the event of conflict between the interests of the Unitholders and those of the Manager or its shareholders; • overseeing compliance by the Manager with all laws and rules governing its operations and its statutory duties as the holder of a capital markets services licence for real estate investment trust management; • providing entrepreneurial leadership and setting strategic objectives which should include appropriate focus on value creation, innovation and sustainability; BOARD MATTERS Principle 1: The Board’s Conduct of Affairs Board and Board Committees Composition As at the date of this report, the Board of Directors of the Manager (the “Board”) has 9 members. The composition of the Board and Board Committees are as follows: Composition of Board Composition of Board Committees C- Chairman; M- Member Name Designation ARCC(1) NRC(2) IC(3) BSC(4) Ms. Stefanie Yuen Thio Independent Non-Executive Chairperson M M — — Mr. Nagaraj Sivaram Independent Non-Executive Director C — — — Mr. Ronald Lim Independent Non-Executive Director — C M — Dr. Julie Lo Lai Wan Independent Non-Executive Director — — M M Mr. Loi Pok Yen Independent Non-Executive Director M — C — Mr. Stuart Gibson Non-Executive Director — M M — Mr. Shen Jinchu, Jeffrey Non-Executive Director — M M — Mr. Trent Iliffe(5) Non-Executive Director — — — — Mr. George Agethen Non-Executive Director — — — C Mr. Adrian Chui Chief Executive Officer and Executive Director — — — — (1) The Audit, Risk Management and Compliance Committee (the “ARCC”) comprises 3 members, all of whom are Independent Non-Executive Directors. (2) The Nominating and Remuneration Committee (the “NRC”) comprises 4 members and all members of the NRC are Non-Executive Directors. (3) The Investment Committee (the “IC”) comprises 5 members. Given the nature and scope of the work of the Investment Committee, their business was discussed/transacted primarily through conference call, correspondence and informal meetings. (4) The Board Sustainability Committee (the “BSC”) comprises 3 members, 2 of whom are Non-Executive Directors and 1 member is an external consultant, Mr. Chan Mun Wei. (5) Mr. Trent Iliffe stepped down as Non-Executive Director on 29 July 2024. Role of Board The Board’s primary responsibility is to lead and to supervise the management of the business and affairs of both the Manager and ESR-REIT, to ensure that ESRREIT is managed in the best interests of all Unitholders as a whole. The Board is collectively responsible and works with the management team of the Manager (the “Management”) for the long-term success of ESR-REIT. The Board seeks to align the interests of ESR-REIT with that of Unitholders and to balance the interests of other stakeholders. The Board puts in place a code of conduct and business ethics, sets appropriate tone-from-thetop and desired organisation culture, and ensures proper accountability within the company.
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