ESR Group Limited Annual Report 2023 65 The appointment of all the Directors is subject to the retirement by rotation requirements under article 108 of the Articles of Association of the Company. Any removal of the Directors are subject to the relevant provisions of the Companies Ordinance (Cap.622, Laws of Hong Kong) and also article 105 of the Articles of Association of the Company. The Company has established the following mechanisms to ensure independent views and input are available to the Board: • A sufficient number of 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. • 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 and applicable. • 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 up to 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 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 is of the view that each of the Independent Non-executive Directors remains independent. Compliance in relation Rule 3.09D of the Listing Rules In accordance with Rule 3.09D of the Listing Rules, Ms Joanne Sarah McNamara, who was appointed as a Non-executive Director on 1 January 2024, has obtained the legal advice on 21 December 2023 from a firm of solicitors in respect of the requirements under the Listing Rules that are applicable to her as a director of a listed issuer and the possible consequences of making a false declaration or giving false information to the Stock Exchange. Ms. McNamara has confirmed that she understands her obligations as a Director of the Company. STRATEGIC REPORTS CORPORATE GOVERNANCE FINANCIAL STATEMENTS
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