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Change - Announcement Of Appointment Of Non-Executive Director
BackMay 15, 2023
| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | May 15, 2023 6:14 |
| Status | New |
| Announcement Sub Title | Announcement on Appointment of Non-Executive Director |
| Announcement Reference | SG230515OTHROOKV |
| Submitted By (Co./ Ind. Name) | Adrian Chui |
| Designation | CEO & Executive Director |
| Description (Please provide a detailed description of the event in the box below) | Please refer to the attached announcement. |
| Additional Details | |
| Date Of Appointment | 15/05/2023 |
| Name Of Person | George Kian Teik Agethen |
| Age | 46 |
| Country Of Principal Residence | Singapore |
| The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process) | The Board of ESR-LOGOS Funds Management (S) Limited ( "E-LOG FM" ) had reviewed Mr Agethen's qualifications and work experience and supported his appointment as Non-Executive Director of E-LOG FM. Given Mr Agethen's senior position within the Ivanhoe Cambridge and the extensive business coverage of Ivanhoe in terms of geography, developments and investments experience, expertise and network in the Asia Pacific region, the Board believes that he will be able to contribute, advise and assist the Board to steer E-LOG towards its strategic goals and the rejuvenation of the E-LOG s portfolio. |
| Whether appointment is executive, and if so, the area of responsibility | NA |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | Non-Executive Director |
| Professional qualifications | NA |
| Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/ or substantial shareholder of the listed issuer or any of its principal subsidiaries | Mr Agethen is the Co-Head of Asia Pacific ("APAC") of Ivanhoe Cambridge Inc. and its affiliated entities ("Ivanhoe Cambridge"), which: (a) has several jointly held investments/funds with LOGOS Property Group Limited ("LPG") and its affiliated entities (the "LOGOS JVs"). LPG is a subsidiary of ESR Group Limited, the sponsor of ESR-LOGOS REIT, and is also a substantial unitholder of ESR-LOGOS REIT and a controlling shareholder of ELOG-FM; and (b) is the only other joint investor in New LAVIS Fund and Oxford Property Fund (the "Funds"), with LAIP Trust, which is an indirect wholly-owned sub-trust of ESR-LOGOS REIT (through ALOG Trust and ALOG Logistics Trust Australia); Mr Agethen also sits on the Advisory Committee / Unitholder Committee of three (3) LOGOS JVs as an alternate member. |
| Conflict of interests (including any competing business) | Please see above. In his role as Co-Head of APAC of Ivanhoe Cambridge, Mr Agethen would be responsible for recommendations made by APAC to the global governing committees and boards on the investment and asset management activities of Ivanhoe Cambridge in APAC. Taking Mr Agethen's roles into consideration, the Board of ELOG-FM has determined that Mr Agethen will not be a member of the Investment Committee or the Audit, Risk Management and Compliance Committee ("ARCC") of ELOG-FM, which are responsible for assessment, evaluation, oversight and making recommendations relating to interested party transactions. He will also not be a member of the Transaction Review Committee, an ad-hoc board committee comprising only independent Directors, which will oversee any tender conducted by ELOG-FM on behalf of ESR LOGOS-REIT in which an interested person/party could participate as bidder. As a Director of ELOG-FM, Mr Agethen would be required to abide by ELOG-FM's Internal Policy on Conflict of Interest, as well as the Board's policy to address all potential conflicts of interest, under which he would be required to notify the Board as soon as he is aware of any matter in which he or his associate(s) have an interest, or any direct or indirect conflict of interest which may exist or might reasonably be thought to exist, and to recuse himself from all deliberations and discussions and abstain from voting in respect of any such matters. |
| Working experience and occupation(s) during the past 10 years | Mr Agethen is the Co-Head of Asia Pacific of Ivanhoe Cambridge, a real estate investor with over CAD77 billion of real estate assets globally and a real estate subsidiary of CDPQ, a global investment group. He is a member of the Executive Committee of Ivanhoe Cambridge and oversees the company's investment and asset management strategies in the APAC region. He has over 20 years' real estate experience in real estate, portfolio management and investment banking and has held senior positions in leading organisations in Australia, Hong Kong, China and Singapore. Mr Agethen holds bachelor's degrees in commerce and in law and a master's degree in commerce, specializing in Finance, from the University of New South Wales in Sydney, Australia. |
| Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6)) | Yes |
| Shareholding interest in the listed issuer and its subsidiaries? | No |
| # These fields are not applicable for announcements of appointments pursuant to Listing Rule 704 (9) or Catalist Rule 704 (8). | |
| Past (for the last 5 years) | Please refer to Appendix A. |
| Present | Please refer to Appendix A. |
| (a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? | No |
| (b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? | No |
| (c) Whether there is any unsatisfied judgment against him? | No |
| (d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? | No |
| (e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? | No |
| (f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? | No |
| (g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? | No |
| (h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? | No |
| (i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? | No |
| (j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :- | |
| (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or | No |
| (ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or | No |
| (iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or | No |
| (iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? | No |
| (k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? | No |
| Any prior experience as a director of an issuer listed on the Exchange? | No |
| If no, please state if the director has attended or will be attending training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange | Pursuant to Rule 704(7)(a) of the Listing Manual, Mr Agethen has no prior experience as a director of a listed company. Appropriate briefings and training will be provided in respect of roles and responsibilities of directors and corporate governance requirements. |
| Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable) | NA |
Attachments
- Appendix A (Size: 97,422 bytes)