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Corporate Governance

Integrity, transparency, accountability and commitment to the highest standards.

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CORPORATE GOVERNANCE

ESR believes the principles of integrity, transparency and accountability are the basis of a successful and sustainable company, thus we are committed to operate to the highest standards of corporate governance.

We recognise good corporate governance promotes and safeguards the interests of its shareholders and other internal and external stakeholders. It is our goal to operate within a well-established framework of policies, processes and management systems.

ESR has adopted the ā€œCorporate Governance Codeā€ as set out in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as its own Corporate Governance Code.

Articles of Association
Board Diversity Policy
Risk Management and Internal Control
Shareholders Communications Policy
Code of Conduct and Business Ethics
(English, Chinese, Japanese and Korean)
Whistleblowing Policy
Employee Dealing and the Handling of Inside Information Policy

BOARD OF DIRECTORS

executive directors
/
Non-executive directors
/
Independent Non-executive directors
ShenĀ Jinchu, Jeffrey Executive Director, Co-founder & Co-CEO
Stuart Gibson Executive Director, Co-founder & Co-CEO
Jeffrey David Perlman Chairman
Charles Alexander de Portes Co-founder
Hu Wei
Lim Hwee Chiang John PBM
Dr. Chiu Kwok Hung, Justin
Rajeev Kannan
Brett Harold KRause
Simon James Mcdonald
Liu JingSheng
Serene Nah
Wei-lin KWee
List of Directors and their Roles and Functions

Board Committees

Our Board has established three Board Committees ā€“ the Audit Committee, the Nomination Committee, and the Remuneration Committee ā€“ to oversee particular aspects of the Companyā€™s affairs. Each of these Committees is governed by its own terms of reference.

Audit Committee
Composition

Simon James McDonald (Chairman)
Brett Harold Krause
Serene Nah

Main Responsibilities
  • Review and supervise the financial reporting process and the internal control system of the Group;
  • Manage risk, perform internal audit, provide advice and comments to the Board and perform other duties and responsibilities as may be assigned by the Board.

Terms of reference
Nomination Committee
Composition

Brett Harold Krause (Chairman)
Jingsheng Liu
Serene Nah

Main Responsibilities
  • Review the structure, size and composition of the Board on a regular basis and make recommendations to the Board regarding any proposed changes to the composition of the Board;
  • Identify, select and make recommendations to the Board on the selection of individuals nominated for directorship, and ensure the diversity of the Board members;
  • Assess the independence of the independent Non-Executive Directors of the Company and make recommendations to the Board on relevant matters relating to the appointment, reappointment and removal of the directors of the Company and succession planning for the directors of the Company.

Terms of reference
Remuneration Committee
Composition

Brett Harold Krause (Chairman)
Jeffrey David Perlman
Simon James McDonald
Wei-Lin Kwee

Main Responsibilities
  • Establish, review and provide advice to the Board (i) on the structure of remuneration of the Directors and senior management and (ii) on the establishment of a formal and transparent procedure for developing policies concerning remuneration;
  • Determine the terms of the specific remuneration package of each Executive Director and senior management;
  • Review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Directors from time to time.

Terms of reference

Our Purpose and Values

Driven by our core values to achieve long-term sustainable growth

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Our Businesses

ESRā€™s integrated fund management platform comprises private third-party investment vehicles across multiple asset classes, strategies, risk profiles and geographies.Ā 

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Shen Jinchu, Jeffrey
Executive Director, Group Co-founder & Co-CEO

Appointed as Director in 2016 and re-designated as Executive Director in February 2019, Mr. Shen Jinchu, Jeffrey has been the co-CEO of our Group since June 2011 and was also a co-founder of e-Shang. He is responsible for overseeing ESRā€™s overall operations and business development, leading regional growth strategies, and expanding ESRā€™s asset and fund management platforms.

Mr. Shen has over 23 years of industrial real estate experience in China. Prior to co-founding our Group in June 2011, he was Senior Vice President at GLP Investment Management (China) Co. Ltd. (formerly Prologis China) from January 2004 to September 2010, overseeing the Eastern China area. Mr. Shen was the deputy director of DTZ Debenham Tie Leung International Property Advisers from June 2001 to December 2003. Previously, he was the assistant general manager of marketing at Shanghai Waigaoqiao Free Trade Zone Xin Development Co., Ltd from July 1995 to November 2000. Mr. Shen was also a director of ESR-REIT Manager from January 2017 to January 2019.

Mr. Shen graduated from the Shanghai Jiaotong University in China and obtained a bachelorā€™s degree in technical economics. He holds an MBA from Donghua University in China.

Stuart Gibson
Executive Director, Group Co-founder & Co-CEO
Appointed as Director in 2016 and re-designated as Executive Director in February 2019, Mr.Ā Stuart Gibson is a co-founder of our Group and has been the co-CEO of the Group since JanuaryĀ 2016. He was also the co-founder and CEO of the Redwood group from July 2006 until theĀ 2016 merger. Mr. Gibson is responsible for overseeing ESRā€™s overall operations and businessĀ development.

Mr. Gibson has over 27 years of real estate development and investment experience in Asia,Ā which includes 15 years in the Japanese industrial real estate sector. Mr. Gibson was formerlyĀ the country head of Prologis Japan, and former co-founder and co-CEO of AMBĀ BlackPine,Ā which was subsequently incorporated into Prologis. He was also the Chairman of AMBĀ Property Corporation Japan Advisory Committee.
Jeffrey David Perlmanā€‹ā€‹
 

Appointed as Director in 2011 and re-designated as Non-executive Director in February 2019, Mr. Jeffrey David Perlman was appointed as Chairman of ESR between May 2019 and September 2024. He is also a member of the Remuneration Committee.

Jeffrey Perlman is Chief Executive Officer of Warburg Pincus and is a member of the firmā€™s Executive Management Group. Prior to his current role, Jeffrey served as President of the firm.

During his tenure at Warburg Pincus, Jeffrey has successfully expanded the firmā€™s business in Asia Pacific, overseeing the firmā€™s private equity investing activities in Southeast Asia as well as its real estate business across Asia Pacific. In addition, Jeffrey co-founded and sponsored some of the largest real estate companies in the region, partnering with entrepreneurs to build successful and sustainable companies.

He currently serves or has previously served on the Boards of Directors for numerous leading companies including BW Industrial Development JSC, MoMo, StorHub, Princeton Digital Group Limited, and ESR Group Limited. In addition, Jeffrey is the Chairman of the Board of Directors for the US-ASEAN Business Council, which works to create trade and investment opportunities in the economies of the Association of Southeast Asian Nations.

Prior to joining Warburg Pincus in 2006, Jeffrey worked in the Real Estate Investment Banking group at Credit Suisse. He received a bachelorā€™s degree in Business Administration (BBA) from the Ross School of Business at the University of Michigan.

Charles Alexander Portes
Group Co-founder

Mr. Charles Alexander Portes, also known as Charles de Portes, was re-designated as a Non-executive Director of ESR, and Chairman Emeritus of the Capital Committee in January 2021.

He was the co-founder and President of the Redwood group from July 2006 until the merger between e-Shang, ESR Singapore Pte. Ltd. (formerly known as Redwood Group Asia Pte. Ltd.) and Redwood Asian Investments Ltd. Pursuant to a merger agreement in January 2016, he was the President of the Group from January 2016 to December 2020. Appointed as a Director of ESR in January 2016 and re-designated as an Executive Director in February 2019, he was responsible for overseeing the Companyā€™s overall private equity capital raising and operations and business development.

Mr. Portes has over 26 years of real estate investment experience, including more than 20 years in the logistics and New Economy sectors in Asia. He was the co-founder and co-CEO of AMB BlackPine from 2003 to 2006, which was subsequently incorporated into Prologis, and was a member of the AMB Property Japan Advisory Committee from June 2006 to August 2008. He was also the Head of Acquisitions and Capital for Europe and Asia for Prologis from 1998 to 2003. Prior to this, he worked in real estate, principally in investments, at Goldman Sachs Investment Holdings (Asia) Limited from 1996 to 1998.

Mr. Portes graduated from the Johns Hopkins University where he obtained a bachelorā€™s degree in International Political Economy. He also holds an MBA from INSEAD, France and is fluent in English, French and Spanish.

Hu Wei

Appointed as Non-executive Director in 2021, Mr. Hu has over 12 years of experience in the warehousing and logistics industries. He also has management experience across different industries and sizeable businesses. He joined JD.com, Inc. (together with its subsidiaries, ā€œJD Groupā€) in 2010 and has held several positions in JD Group, including as the Human Resources Director (Southwest Region), the General Manager (Southwest Region) and the General Manager (North China) of JD Logistics. He has served as the Vice President of JD Group and CEO of JD Property since 2019. Mr. Hu graduated from Sichuan Agricultural University with a Bachelorā€™s degree in Land Resource Management.

Lim Hwee Chiang John PBM

Mr. John Lim was appointed as a Non-executive Director and ESRā€™s Senior Advisor in 2022.

Mr. John Lim is the Chairman of JL Family Office. He also serves as a Non-executive Director of ARA Trust Management (Suntec) Limited, ARA Asset Management (Fortune) Limited, ARA Asset Management (Prosperity) Limited and Hui Xian Asset Management Limited.

Mr. Lim is Chairman of the Asia Pacific Real Assets Association (APREA) and the Consultative Committee to the Department of Real Estate, National University of Singapore. He is also a Patron of the Securities Investors Association of Singapore (SIAS) and a Council Member of Singapore Chinese Chamber of Commerce and Industry.

Mr. Lim co-founded ARA Asset Management Limited in 2002 and was its Group CEO for 18 years and Deputy Chairman from February 2021 to January 2022.

Mr. Lim has over 41 years of experience in the real estate industry and has received many notable corporate awards. These include the PERE Global Awards 2020 and 2016 Industry Figure of the Year: Asia, Ernst & Young Entrepreneur Of the Year Singapore 2012 and the Outstanding CEO of the Year 2011 at the Singapore Business Awards 2012. Mr Lim, along with the Board of Directors of ARA Asset Management Limited, was a recipient of the prestigious Best Managed Board (Gold) Award at the Singapore Corporate Awards 2012. In 2017, he was conferred the Public Service Medal (PBM) by the President of Singapore in recognition of his contributions to the community.

Mr. Lim holds a Bachelor of Engineering (First Class Honours) in Mechanical Engineering, a Master of Science in Industrial Engineering, as well as a Diploma in Business Administration, each from the National University of Singapore.

Dr. Chiu Kwok Hung, Justinā€‹ā€‹
Dr. Chiu Kwok Hung, Justinā€‹ā€‹

Appointed as Non-executive Director in 2022, Dr. Chiu was the Founding Chairman and Director of ARA Asset Management Limited, the Chairman and a Non-executive Director of ARA Asset Management (Prosperity) Limited as the manager of Prosperity REIT (listed in Hong Kong), and a Non-executive Director of ARA Asset Management (Fortune) Limited as the manager of Fortune REIT (currently listed in Hong Kong and previously also listed in Singapore prior to 21 October 2019). Dr. Chiu joined the CK Group in 1997 and is an Executive Director and an Executive Committee Member of CK Asset Holdings Limited, heading the real estate sales, marketing and property management teams.

Dr. Chiu has more than 41 years of international experience in real estate in Hong Kong and overseas, and is one of the most respected professionals in the property industry in Asia. He is a Fellow of The Royal Institution of Chartered Surveyors, a Council Member and a Fellow of The Hong Kong Institute of Directors, a Fellow of Hong Kong Institute of Real Estate Administrators, a Vice Chairman of the Board of Governors of Hong Kong Baptist University Foundation, an Honorary Associate Member of Business of Trent University, Canada, a member of the Singapore Management University International Advisory Council in China, a member of the School of Business Advisory Committee and an Adjunct Professor of the School of Business of Hong Kong Baptist University and a Senior Departmental Fellow of the Department of Land Economy at University of Cambridge, the United Kingdom. He was a member of the Standing Committee of the 12th Shanghai Committee of the Chinese Peopleā€™s Political Consultative Conference of the Peopleā€™s Republic of China.

Dr. Chiu holds a Doctor of Business Administration degree from Hong Kong Baptist University, and was conferred with the degree of Doctor of Social Sciences, honoris causa by Hong Kong Baptist University and the degree of Doctor of Laws, honoris causa by Trent University, Canada.

Rajeev Veeravalli Kannan

Mr. RajeevĀ VeeravalliĀ Kannan was appointed as a Non-executive Director in 2022.

Mr. Kannan has been the Managing Executive Officer and Co-Head of Asia Pacific Division of Sumitomo Mitsui Banking Corporation (ā€œSMBCā€) as well as in Sumitomo Mitsui Financial Group (“SMFG”) since April 2022.

Mr. Kannan’s banking career spans over 27 years having held various leadership roles in Asia with global, regional andĀ product responsibilities. He has a deep experience in corporate and investment banking, structured finance, principalĀ investments and infrastructure and energy finance and is passionate about building businesses and diverse teams toĀ drive innovation, adaptability and sustainable growth.

Prior to his current role, Mr. Kannan was Head of Corporate Banking, Asia Pacific between 2020 and 2022 and wasĀ Executive Officer and Head of Investment Banking, Asia Pacific between 2016 and 2020. Under his leadership ofĀ corporate banking and investment banking, SMBC enhanced its platform in the region, grew its client base, built SMBCĀ into the top player in infrastructure finance and built a strong ESG Solutions Team made significant progress onĀ sustainability and green finance. Mr. Kannan was also based in Tokyo between 2012 and 2016 with responsibility forĀ Global Structured Finance. He was the first non-Japanese Executive Officer/ General Manager to be based in SMBC’sĀ head office.

Mr. Kannan is also a member of Board of Directors of Clifford Capital Group of companies,Ā PierfrontĀ Capital Pte Ltd, andĀ Fullerton India Credit Company Limited. He is passionate about sustainability and green finance and is a thought leaderĀ in this space. He is a member of the Advisory Board for Singapore Green Finance Centre as well as ASEAN Hub SteeringĀ Group Member for Sustainable Development Investment Partnership, a joint initiative of OECD and World EconomicĀ Forum.

Mr. Kannan started his career at ICICI Bank in Mumbai in 1994 after graduating from Birla Institute of Technology &Ā Science (BITS),Ā PilaniĀ in India with a master’s degree in management. He was conferred the Institute of Banking andĀ Finance (IBF) Distinguished Fellow Award in 2019.

Brett Harold Krauseā€‹
Interim Chairman

Mr. Brett Harold Krause is an independent Non-executive Director and also the Chairman of the Remuneration Committee and the Nomination Committee, as well as a member of the Audit Committee. He was appointed as an independent Non-executive Director on 20 May 2019.

Mr. Krause has extensive experience in the banking industry in Asia and in corporate and investment management. Mr Krause joined Transcend Fund (a venture capital firm) in August 2022 and currently is a general partner. He is the chairman of Xterio (a global cross-platform game developer and publisher) since May 2022. Mr Krause served as chief investment officer of FunPlus from March 2018 to August 2022. Founded in 2010, FunPlus is a world-class, independent game developer and publisher headquartered in Switzerland and with operations in Asia, Europe and North America. Prior to FunPlus, Mr. Krause was the managing partner at PurpleSky Capital LLC, a Shanghai-based angel venture capital firm specialising in funding start-ups in high-tech sectors, from July 2016 to February 2018.

Mr. Krause was the president of JPMorgan Chase Bank (China) Co. Ltd. from January 2014 to July 2016. Prior to that, from August 1996 until December 2013, he held various leadership roles at Citigroup, where he served as Citi country officer for Citibank Vietnam from 2008 to 2013. Mr. Krause served as an independent board director of East West Bank (China) Limited (wholly owned subsidiary of East West Bank) from November 2017 to December 2023 and he was an independent board director of Vincom Retail Joint Stock Company (listed in Vietnam) from September 2017 to December 2020.

Mr. Krause graduated from Georgetown University in the United States in May 1991, where he obtained a bachelor of science degree in foreign service. In May 1996, he further obtained a masterā€™s degree in business administration from Columbia Business School of Columbia University in the United States.

Simon James McDonald

Appointed as Independent Non-executive Director in 2019, Mr. Simon James McDonald is theĀ chairman of the Audit Committee and a member of the Remuneration Committee.

Mr. McDonald has extensive experience in real estate and management in APAC and was theĀ head of asset management at Asia Pacific Land from February 2015 to May 2019, responsibleĀ for the day-to-day oversight of Asia Pacific Landā€™s asset management activities. Prior to thisĀ role, Mr. McDonald held various roles at GE Capital Real Estate, in Sydney in Australia andĀ Tokyo in Japan from August 1997 to September 2013, including Managing Director Asia PacificĀ (Portfolio Strategy), Managing Director Asia Pacific (Asset Management), Managing DirectorĀ Asia Pacific (Risk Management), Joint Managing Director for Australia and New Zealand, andĀ Director (Risk Management).

Mr. McDonald obtained a bachelorā€™s degree in economics from The Australian NationalĀ University and a master of business from the University of Technology in Sydney, Australia.Ā Mr. McDonald is a fellow member of CPA Australia, a fellow of the Financial Services InstituteĀ of Australia, and a member and a Graduate of the Australian Institute of Company Directors.

Liu Jingsheng

Appointed as Independent Non-executive Director in 2019, Ms. Liu Jingsheng is a member of the Nomination Committee.

Ms. Liu has extensive experience in the capital markets in China. She joined China International Capital Corporation Limited (ā€œCICCā€) in 1996 and was the advisory director at CICC until December 2021. Prior to this, she held various roles within the CICC group until December 2021, including the chairwoman of Investment Banking Business Committee of CICC, chairwoman and CEO of China International Capital Corporation (Singapore) Pte. Limited and the Head of the Strategic Research Department of CICC. Prior to joining CICC, Ms. Liu worked at the Department of State Planning and Regional Economy of State Planning Commission (currently known as the National Development and Reform Commission) in China.

Ms. Liu obtained a bachelorā€™s degree in economics from Renmin University of China in China and a masterā€™s degree in rural development management from Khon Kaen University in Thailand.

Serene Nah

Appointed as Independent Non-executive Director in 2022, Ms. Serene Nah is a member of the Audit Committee and the Nomination Committee. Ms. Nah is currently the Managing Director, Head of Asia Pacific for Digital Realty. She held roles as an Executive Director, Chief Financial Officer as well as Chief Strategy Officer of Kerry Properties Limited from Oct 2019 to Aug 2022. Prior to joining Kerry Properties Limited, Ms. Nah was the Head of Portfolio Management, Asia of SilverLake Partners, where she worked closely with portfolio company executives on value creation and Asian expansion initiatives. Her wealth of experience also includes 10 years at General Electric in finance, M&A and various transformation teams. In her last role as the Chief Financial Officer of GE Capital Greater China, she spearheaded the build out of GEā€™s commercial and consumer finance businesses in mainland China, Hong Kong and Taiwan. Ms. Nah graduated from Singaporeā€™s Nanyang Technological University, with a bachelorā€™sĀ degree in Business Studies and she also holds an Executive Master of Business Administration from Kellogg-HKUST Executive Master of Business Administration Program.ā€‹

Wei-Lin Kweeā€‹

Appointed as Independent Non-executive Director in 2022, Ms. Wei-LinĀ KweeĀ is a member ofĀ the Remuneration Committee.

Ms.Ā KweeĀ is the Head of Hotels of Pontiac Land Group, a privately held real estateĀ development and investment company. She oversees Pontiac Land Groupā€™s hotel portfolio inĀ Singapore, Maldives and Sydney and has been with the company since 2008. Ms.Ā KweeĀ is theĀ President of the Singapore Hotel Association which represents 85% of Singaporeā€™s roomĀ count and 40,000 employees in Singapore. She has been appointed as a member of theĀ Singapore Governmentā€™s Future Economy Council since April 2021 and serves as a member ofĀ its Lifestyle Committee. As a member of the Emerging Stronger Taskforce of Singapore fromĀ May 2020 to May 2021, Ms.Ā KweeĀ co-led the Travel Alliance, a private public partnership thatĀ aimed to bring air travel back to Singapore after Covid border closures. Ms.Ā KweeĀ has been aĀ council member of the Singapore Chinese Chamber of Commerce and Industry and Singapore BusinessĀ FederationĀ since March 2022 andĀ June 2022Ā respectively. She is also a member of the Workplace Safety and Health Council under the Singapore Ministry of Manpower. She is an International Advisory Board Member of the IE Business School, Spain. She was a 2013 Eisenhower Fellow and has been the Honorary Secretary for the Eisenhower Fellowships Singapore Society since March 2022.

Ms.Ā KweeĀ graduated from Brown University with a Bachelor of Arts, Economics andĀ International Relations in 1998 and obtained her Master of Business Administration fromĀ Stanford Graduate School of Business in 2008.

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