100 • reviewing and recommending to the Board on a framework of remuneration and specific remuneration packages for the Board, Directors and the CEO; • reviewing and recommending to the Board on a framework of remuneration and specific remuneration packages for the KMP (other than the CEO) as put forward by the CEO; and • determining annually, and as and when circumstances require, if a Director is independent, having regard to the requirements under applicable laws and regulations. Selection and Appointment of Directors The NRC regularly reviews the existing attributes and competencies of the Board in order to determine the desired experience or expertise required to strengthen or supplement the Board. All new appointments, selection and re-appointment of Directors (including alternate directors) are reviewed and proposed by the NRC. In identifying the right candidate for appointment to the Board, the NRC takes into consideration, among others, the following: • requirements in the Listing Manual and the CG Code, as well as the Board’s diversity targets; • the candidate’s capability and how he/ she could meet the needs of ESR-REIT and simultaneously complement the skillsets of other Board members; and • the candidate’s ability to commit available time to discharge his/her responsibilities as a Director. During the search process, the NRC may tap on the personal contacts of current Directors, senior management and/or the Manager’s shareholders for recommendations of prospective candidates. The NRC will also consider the use of external search firms, where necessary at the Manager’s expense, to source for a diverse slate of candidates (based on our diversity targets) to be presented to the NRC for consideration. The NRC will then shortlist and interview the candidates to assess their suitability. Once a candidate is selected, the NRC conducts due diligence before putting it up to the Board for approval. Appointment of Directors is also subject to the MAS’ approval. Review of Directors’ Time Commitments Directors are required to devote sufficient time and attention to the affairs of ESR-REIT and the Manager to adequately discharge their duties and responsibilities. The NRC reviews each Director’s principal commitments, including employment, and listed company directorships to determine whether the Director has and can suitably fulfil his/her duties as a director of the Manager, and ensures that new Directors are aware of their duties and obligations. No limit has been formally set by the Board on the number of listed company board representations and principal commitments of each Director. The Board is of the view that the Director’s ability to discharge his/ her duties should be evaluated by a qualitative assessment of the Director’s contributions, after taking into account his/her other listed company board representations and other principal commitments, and not be guided by a numerical limit. A Director with multiple directorships and principal commitments is expected to ensure that he/she can devote sufficient time and attention to the affairs of ESR-REIT and the Manager. Although the Directors have other listed company board representations and principal commitments (as set out on pages 26 to 31 of this Annual Report), the NRC has determined that each individual Director is able to and has been adequately carrying out his or her duties and has devoted sufficient time and attention to his or her role as a Director and to the affairs of the Manager (as required under Provisions 1.5 and 4.5) and this is being assessed as part of the Directors’ annual performance review as disclosed in Principle 5 below. In FY2025, the Directors attended Board meetings, had given feedback and participated constructively when discussing the activities of ESR-REIT. Their attendance record for FY2025 is set out on page 94 of this Annual Report. The NRC has assessed the Board performance and also procured written confirmations from the Directors stating that sufficient time and attention are given to the affairs of ESR-REIT, and they are able to carry out their duties as Directors of the Manager and they would address any competing time commitments that may arise, despite their multiple board representations. The NRC is of the view that such external appointments do not hinder the Directors from diligently discharging their duties. The Board is satisfied that all Directors have been adequately discharging their duties as Directors of the Manager, notwithstanding their existing multiple board representations and principal commitments. Key Information Regarding Directors The key information regarding the Directors is set out on pages 26 to 31 of the Annual Report, which covers academic and professional qualifications, Board Committees served on (as a member or chairman), date of first appointment as a Director, date of last re-appointment as a Director, directorships both present and those held over the preceding three years in other listed companies, and other principal commitments. Corporate Governance ESR-REIT ANNUAL REPORT 2025
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