ESR Group Limited Annual Report 2022 71 The Company has established the following mechanisms to ensure independent views and input are available to the Board: • A sufficient number of five Independent Non-executive Directors representing more than one-third of the Board have been appointed and all of them continue to devote adequate time contribution to the Company. • All Independent Non-Executive Directors are required to confirm in writing annually their compliance of independence requirements as set out under Rule 3.13 of the Listing Rules. • Annual meeting between the Chairman and all Independent Non-executive Directors without presence of other Directors providing an effective platform for the Chairman to listen to independent views on various issues concerning the Company. • Independent professional advice would be provided to Independent Non-executive Directors upon reasonable request to assist them to perform their duties to the Company. • Non-executive Directors receive fixed fee(s) for their role as members of the Board and Board Committee(s) as appropriate. • Non-executive Directors’ independence is assessed upon appointment, annually, and at any other time where the circumstances warrant reconsideration. • All Directors are encouraged to express freely their independent views and constructive challenges during the Board/ Board Committees meetings. • An Independent Board Committee consisting of independent Non-Executive Directors is established by the Board as and when required to manage any connected/related party transactions. The Board has reviewed the mechanisms above and confirmed that they effectively ensure the Board has access to independent opinions and views. Compliance in relation to Independent Non-executive Directors During the Year and as at the date of this annual report, the Company has been in full compliance with rules 3.10(1), 3.10(2) and 3.10A of the Listing Rules. As at the date of this annual report, the Board currently comprised 13 Directors, five of which were Independent Non-executive Directors, representing more than one-third of the Board. At least one of the Independent Non-executive Directors has the professional qualifications or accounting or related financial management expertise required under rule 3.10(2) of the Listing Rules. The Company has received from each of the Independent Non-executive Directors an annual confirmation of his/her independence according to the guidelines set out in rule 3.13 of the Listing Rules and is of the view that each of the Independent Non-executive Directors remains independent. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENT
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