ESR Group Limited Annual Report 2022 Directors’ Report 87 COMPETING BUSINESS Mr Jeffrey David Perlman, a non-executive Director is an employee of Warburg Pincus Private Equity X, L.P. (a substantial shareholder of the Company up to 27 November 2020) and its affiliates, which have other investments in the real-estate sector in APAC, some of which may have business overlaps and potential competition with the Company. In connection with his employment, he may hold directorships in such businesses. Prior to the acquisition of ARA Asset Management Holdings Pte. Ltd. (“ARA”) by the Company on 20 January 2022, Mr Jeffrey David Perlman, was a non-executive director of ARA. Since then, ARA became the Company’s wholly-owned subsidiary. ARA is a real estate fund management and REIT manager. ARA or its affiliates are the REIT manager of Fortune REIT, listed on the Hong Kong Stock Exchange (Stock Code: 0778), Suntec REIT, listed on the Singapore Stock Exchange (Stock Code: T82U), and Hui Xian REIT, listed on Hong Kong Stock Exchange (Stock Code: 87001) and Prosperity REIT, listed on Hong Kong Stock Exchange (Stock Code: 0808). Ms Serene Siew Noi Nah, an independent non-executive Director is a managing director and head of Asia Pacific of Digital Realty, which owns, acquires, develops and operates data centres in APAC that may have business overlaps and potential competition with the Company. Digital Realty also has data centres in Singapore, Japan, Malaysia, Korea, Hong Kong and India. None of our Directors has an interest in any of the Company’s primary competition. The Board is of the view the Company is capable of carrying on its business independently of and at arm’s length from the businesses mentioned in the preceding paragraphs, and that the relevant Directors have acted and will continue to act in the best interest of the Group, during their performance of their duties as Directors of the Company. MANAGEMENT CONTRACTS During the year ended 31 December 2022, the Company did not enter into any contract by which a person undertook the management and administration of the whole or any substantial part of any business of the Company. EMOLUMENT POLICY The emolument of the Directors and senior management were paid in the form of remuneration, salaries, equity settled share options, long term incentive scheme (“LTIS”), allowances, contributions to pension schemes, employee benefits, discretionary bonuses and fees. The remuneration package of employees includes salary, discretionary bonuses, equitysettled share options, LTIS, contributions to pension schemes and other cash elements. In general, the Company determines employee salaries based on each employee’s qualifications, experience, position and seniority. It has designed an annual review system to assess the performance of employees, which forms the basis to determine salary raises, bonuses and promotions. The Group is subject to social insurance contribution plans organised by relevant local governments. The Company believes that the salaries and benefits that its employees receive are competitive with market standards in each country where it conducts business. The Company also has in place long-term incentive schemes with details set out in paragraphs headed “KM ESOP, Tier 1 ESOP, Post-IPO Share Option Scheme and the Long Term Incentive Scheme” in this report. The Company has established a Remuneration Committee to review the policy and structure of the remuneration for the Directors and senior management and make recommendations on the remuneration packages of individual executive Directors and senior management. In general, the Company determines the emolument payable to its Directors based on each Director’s qualifications, experience, time commitment and responsibilities, remuneration paid by comparable companies as well as the performance of the Company. STRATEGIC REPORT FINANCIAL STATEMENT CORPORATE GOVERNANCE
RkJQdWJsaXNoZXIy MTIwODcxMw==