Directors’ Report ESR Group Limited Annual Report 2023 85 In accordance with article 108(a) of the Articles of Association of the Company, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. The Company at the general meeting at which a director retires may fill the vacated office. Article 108(b) of the Articles of Association of the Company also provides that the Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any Director who has not been subject to retirement by rotation in the three years preceding the annual general meeting shall retire by rotation at such annual general meeting. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Pursuant to Article 112 of the Articles, any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. The Company will advise the shareholders on the Directors to rotate and offer for re-election in the forthcoming AGM circular. DIRECTORS’ SERVICE AGREEMENTS AND LETTERS OF APPOINTMENT None of the Directors has a service contract or letter of appointment with the Company that is not determinable by the Company within one year without payment of compensation, other than statutory compensation. DIRECTORS’ INTERESTS IN TRANSACTIONS, ARRANGEMENTS AND CONTRACTS OF SIGNIFICANCE There was no transaction, arrangement or contract of significance entered into in the financial year ended 31 December 2023 or subsisted at any time during the financial year in which a Director or an entity connected with a Director was materially interested, either directly or indirectly. 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, the businesses of some of which may overlap with and potentially compete with the Company’s businesses. In connection with his employment, he may hold directorships in such businesses. Ms Joanne Sarah McNamara, a non-executive Director is employed by and a director of an indirectly-owned subsidiary of OMERS Administration Corporation (a substantial shareholder of the Company) and some parts of the businesses of OMERS Administration Corporation and its subsidiaries may potentially compete with the Company’s businesses. 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 with and potentially compete with the Company’s businesses. Digital Realty also has data centres in Singapore, Japan, Malaysia, Korea, Hong Kong and India. None of the Company’s Directors has an interest in any business which is regarded as being 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 the performance of their duties as Directors of the Company. CORPORATE GOVERNANCE FINANCIAL STATEMENTS STRATEGIC REPORTS
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