96 Principle 2: Board Composition and Guidance The Board presently consists of 9 members: 5 independent non-executive directors, 3 non-executive directors and 1 executive director. Non-executive directors make up a majority of the Board. The Chairperson of the Board is Ms. Stefanie Yuen Thio, who is an independent non-executive director. This complies with Provision 2.3 of the CG Code where non-executive directors make up a majority of the Board as well as Regulation 13D(3)(a) of the Securities and Futures (Licensing and Conduct of Business) Regulations (“SF(LCB) Regulations”) which requires at least half of the Board to comprise independent directors. The current Board is represented by members with a breadth of expertise in banking, finance, accounting, human resource, legal, real estate, logistics business and fund management. The Board believes that the current board size, composition and balance between executive, non-executive and independent directors is appropriate and provides sufficient diversity to enable it to make decisions in the best interests of ESR-REIT. It allows for a balanced exchange of views, robust deliberations and debates among members and effective oversight over the Management, ensuring no individual or small group dominates the Board’s decisions or its process. With the background of skills, experience and core competencies of its members, the Board is of the view that it has the appropriate diversity of talent, gender, expertise and experience, skills needed in the strategic direction and planning of the business of ESR-REIT. Board Diversity The Board adopted a Board Diversity Policy as it believes that a diverse Board will enhance the decisionmaking of the Board by utilising a variety of skills, industry and business experiences, gender, age, ethnicity and culture, geographical background and nationalities, tenure of service, and other distinguishing qualities of the members of the Board. The composition of the Board is reviewed periodically by the NRC to ensure that the board size is appropriate and comprises directors with an appropriate mix of expertise, skills, diversity and experience to discharge their duties and responsibilities and to complement ESR-REIT’s long-term objectives and strategies. The NRC has reviewed and improved on the existing Board Diversity Policy by including the Board’s diversity targets, plans and timeline for achieving these targets. The aim is to improve the Board’s decision making, help the Board to more effectively mentor and monitor management to achieve ESR-REIT’s long-term objectives and strategies for the benefit of the REIT and the unitholders. The Board’s diversity targets are reviewed by the NRC annually to ensure the targets remain relevant in the evolving business and regulatory landscape. Corporate Governance ESR-REIT ANNUAL REPORT 2025
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