Both the NRC and the IC regularly reviewed and approved matters tabled via circulation, when necessary, in FY2025. Directors’ Training and Orientation All newly appointed directors are given induction training which covers business activities of ESR-REIT, its strategic directions, the regulatory environment in which ESR-REIT and the Manager operate, and the Manager’s corporate governance practices. Property tours are also organised to allow new directors to familiarise with the properties within ESR-REIT’s portfolio. Letters of appointment are issued to directors upon their appointment, setting out their duties and responsibilities to the Manager and ESR-REIT. Where a director has no prior experience as a director of an issuer listed on the SGX-ST, the director has to undergo training in the roles and responsibilities of a director of a listed issuer as prescribed by the SGX-ST and such training shall be completed within one year of the appointment. In addition, all directors of an issuer listed on the SGXST are required to undergo a one-time training on sustainability matters as prescribed by the SGX-ST. The Manager notes the requirements for director training and will arrange for the necessary training for future appointments. No Director was appointed during FY2025. To enable the Directors to properly discharge their duties and responsibilities as Board or Board Committee members, the Directors are provided with routine updates by the Management and/or professionals on developments and changes to relevant laws, regulations and accounting standards affecting ESRREIT and/or the Manager. Directors are also provided with opportunities to develop and maintain their skills and knowledge at the Manager’s expense. The Directors receive regular training and are also encouraged to participate in industry conferences, seminars and training programmes in connection with their duties. The Directors have submitted their FY2025 training records, comprising internal workshops and external courses/seminars to the NRC for review and assessment to determine the adequacy of training needed for the Board. Access to Information, Management, and Professionals All Directors have unrestricted access to both ESR-REIT’s and the Manager’s records and information. The Board is provided with adequate, timely and complete information both prior to board meetings and on an ongoing basis so as to allow the Board to make informed decisions to discharge its duties and responsibilities. Generally, board papers are distributed at least one week prior to the meetings to ensure that Directors have sufficient time to review the information provided. The information provided to the Board includes financial results, market and business developments, as well as business and operational information. However, sensitive matters may be tabled at the meeting itself, or discussed without papers being distributed. Parties who can provide relevant information on matters tabled at meetings will be in attendance to provide further information that may be required. Directors are able to securely access and read board papers and materials electronically via an electronic portal at any place and any time, using electronic or mobile devices. A one-day off-site business overview and Board strategy meeting may be organised annually, or at such other intervals necessary, for an in-depth discussion between the Board and the Management on strategic issues and directions pertaining to ESR-REIT and the Manager. Where appropriate, the Management arranges for the Directors to visit the properties to better appraise the Directors of ESR-REIT’s business. Board members have separate and independent access to the Management as well as to the company secretary (the “Company Secretary”) and external advisers (where necessary). The Management remains available at all times to answer any query raised by any Director while the Company Secretary attends all Board meetings and ensures that board procedures and applicable rules and regulations are complied with. Frequent dialogues and interaction take place between the Management and the Directors. The Company Secretary, together with the Chief Executive Officer of the Manager (the “CEO”), ensure good information flows between the Management and the Directors. The appointment and removal of the Company Secretary is subject to the Board’s approval. The Board engages independent professional advisers as and when necessary, with approval from the Chairperson of the Board, to enable it to discharge its responsibilities effectively. Individual Directors can seek independent professional advice with the consent of the Chairperson of the Board or the ARCC Chairman. For complex matters, the Board may from time to time appoint a sub-committee to assist the Board in its deliberations and to provide recommendations. 95 ESR-REIT ANNUAL REPORT 2025
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