Notes: 1 Mr. Stuart Gibson and Mr. Shen Jinchu, Jeffrey are the executive directors, co-founders and co-CEOs of ESR Group Limited. As such, both Mr. Stuart Gibson and Mr. Shen Jinchu, Jeffrey are deemed not to be independent. 2 Mr. George Agethen is the Managing Director, Real Estate, Asia Pacific and Latin America, La Caisse and its affiliated entities which (a) has several jointly held investments/funds with LPG and its affiliated entities (the “LOGOS JVs”). LPG is a subsidiary of ESR Group Limited and therefore is considered a related corporation of the Manager; and (b) is the only other joint investor in New LAVIS Fund and Oxford Property Funds, with LAIP Trust, which is an indirect whollyowned sub-trust of ESR-REIT (through ALOG Trust and ALOG Logistics Trust Australia). Mr. George Agethen also sits on the Advisory Committee/Unitholder Committee of 3 LOGOS JVs as an alternate member. As such, he would be considered to have a business relationship with the Manager and ESR-REIT and thereby deemed not to be independent. 3 As CEO and Executive Director of the Manager, Mr. Adrian Chui is considered employed by the Manager and deemed not to be independent. All Independent Directors are subject to an annual independence assessment, conducted by the NRC. These Directors are required to fill up self-declaration forms whereby the Directors will disclose their relationship with the Manager, its related corporations, its substantial shareholders or its officers, or factor, if any, which may influence the Director’s ability to act independently and the NRC will review and assess each Director’s self-declaration. Each member of the NRC and Board recused himself/herself when his/her independence is tabled for assessment. With respect to FY2025, the NRC has tabled the result of the assessment and made recommendation to the Board on the independence of each Independent Director. Based on the results, the following Directors have fulfilled the assessment of independence: • Ms. Stefanie Yuen Thio • Mr. Nagaraj Sivaram • Mr. Ronald Lim • Dr. Julie Lo Lai Wan • Mr. Loi Pok Yen For the purposes of Regulation 13E(b)(ii) of the SF(LCB) Regulations, the Board is satisfied that, as at the last day of FY2025, Mr. Shen Jinchu, Jeffrey, Mr. Stuart Gibson, Mr. George Agethen and Mr. Adrian Chui, were able to act in the best interests of all the Unitholders of ESR-REIT that was managed by the Manager. Principle 3: Chairperson and Chief Executive Officer The positions of the Chairperson and the CEO of the Manager are held by separate individuals to ensure a clear division of responsibilities between the leadership of the Board and the Management, and no one individual has unfettered powers of decisionmaking. The Chairperson is Ms. Stefanie Yuen Thio, whereas the CEO is Mr. Adrian Chui. The Chairperson, who is independent, and the CEO are not related to each other so as to maintain an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision-making. The Board also establishes and sets out in writing the division of responsibilities between the Chairperson and the CEO. Pursuant to Provision 3.3 of the CG Code, a lead independent director provides leadership in situations where the Chairperson is conflicted, especially when the Chairperson is not independent. Accordingly, no lead independent director is appointed as Ms. Stefanie Yuen Thio is an independent Director for the purposes of the CG Code. The Chairperson leads the Board discussion while fostering a culture of openness and debate that renders the Board effective. She facilitates active contributions by the Directors and promotes high standards of corporate governance and transparency. The Chairperson also performs a significant leadership role by providing clear oversight and guidance to the Management on strategic issues. The CEO has full executive responsibilities over the business direction and operational decisions in managing ESR-REIT and is responsible for implementing strategies and policies approved by the Board. He ensures the quality and timeliness of the flow of information between the Management and the Board, Unitholders and other stakeholders. Principle 4: Board Membership Nominating and Remuneration Committee The Board has a formal and transparent process for the appointment and re-appointment of Directors, taking into account the need for progressive renewal of the Board. It has established the NRC which makes recommendations to the Board on all appointments to the Board and Board Committees. The NRC comprises 3 Non-Executive Directors. They are: 1. Mr. Ronald Lim, Independent NonExecutive Director (Chairman) 2. Ms. Stefanie Yuen Thio, Independent Non-Executive Director (Member) 3. Mr. Shen Jinchu, Jeffrey, NonExecutive Director (Member) The NRC is guided by its written terms of reference with principal functions as follows: • reviewing the composition of the Board and Board Committees; • making recommendations to the Board on the appointment or removal of directors (including alternate directors) to the Board and Board Committees; • making recommendations to the Board on the appointment of the CEO; • reviewing and recommending to the Board on the development and maintenance of a succession plan for the Directors and the CEO; • overseeing the development by the CEO of a succession plan for the key management personnel of the Manager (the “KMP”) (other than the CEO); • overseeing the appointment and removal of the KMP (other than the CEO); • making recommendations to the Board on the process and criteria for the evaluation of the performance of the Board, the Board Committees and the Directors; • reviewing and making recommendations to the Board on training and professional development programmes for the Board and the Directors; 99 ESR-REIT ANNUAL REPORT 2025
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