ESR AR 2019 EN
Directors’ Report 102 Focused DIRECTORS’ SERVICE AGREEMENT AND LETTER 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 AND COMPETING BUSINESS There was no transaction, arrangement or contract of significance entered into in the financial year ended 31 December 2019 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. Two of our non-executive Directors are employees of Warburg Pincus Private Equity X, L.P. (a substantial shareholder of the Company) and its affiliates, which have other investments in the real-estate sector in APAC, some of which may have business overlaps and potentially compete with the Company. In connection with their employment, these non-executive Directors may hold directorships in such businesses. Details of the relevant non-executive Directors’ directorships of potentially competing businesses as at the date of this annual report are as set out below. None of our Directors has an interest in any of the Company’s primary competitors. Both Mr Joseph Raymond Gagnon and Mr Jeffrey David Perlman, are non-executive directors of ARA Asset Management Holdings Pte. Ltd. (“ARA”). ARA is a real estate fundmanagement and REITmanager. ARA or its affiliates are the REITmanager of Fortune REIT, listed on the Singapore Stock Exchange (Stock Code: F25U) and on the Hong Kong Stock Exchange (Stock Code: 0778), Suntec REIT and Cache Logistics Trust, listed on the Singapore Stock Exchange (Stock Code: T82U), and Hui Xian REIT and Prosperity REIT, listed in Hong Kong (Stock Code: 0808). ARA is primarily focused on office and retail properties. Mr Gagnon is also a non-executive director of New Ease Cayman Investment Group (“New Ease”), D&J Industrial Real Estate Group Limited (“Dongjiu”) and Kailong Holdings Limited (“Kailong”). New Ease is engaged in the development and operation of industrial parks (including logistics) in airport locations and providing integrated infrastructure solutions. New Ease operates solely in the PRC and is focused on airport sites. Dongjiu is primarily engaged in the ownership, development and operation of business parks and industrial (primarily workshops) real-estate projects. Dongjiu operates solely in the PRC. Kailong is a real estate fund manager primarily focused on office real-estate projects. Kailong operates in PRC, Hong Kong and the UK. The Board is of the view the Company is capable of carrying on its business independently of and at arms 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 2019, 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.
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