ESR AR 2019 EN

Term of Appointment of Non-executive Directors Each of the Non-executive Directors and Independent Non-executive Directors has entered into a letter of appointment with the Company for a term of three years commencing from the Listing Date unless terminated by one month’s written notice. The appointment of all the Non-executive Directors and Independent Non-executive Directors are subject to the retirement by rotation requirements under article 108 of the Articles of Association of the Company. Compliance in relation to Independent Non-executive Directors During the Relevant Period and as at 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. The Board comprises 12 Directors, five of which are 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 has received from each of the Independent Non-executive Directors an annual confirmation of his/her independence according to the guidelines set out in rule 3.13 of the Listing Rules and is of the view that each of the Independent Non-executive Directors remains independent. Board Meetings & Attendance Records During the Relevant Period, the Board held one meeting which was attended by 10 Directors, and the Chairman of the Board had a meeting with all Independent Non-executive Directors without the presence of other Directors. As the Company was listed on the Stock Exchange close to the end of the financial year on 1 November 2019, no general meeting or board committee meeting was held during the Relevant Period. Induction and Continuous Training and Professional Development All directors should participate in continuous professional development to develop and refresh their knowledge and skills in the hope that their contribution to the Board remains informed and relevant. Every newly appointed Director of the Company received a comprehensive, formal and tailored induction upon his appointment. Based on the records provided by the Directors, the continuous professional development taken by each of the Directors during the year ended 31 December 2019 is summarised as follows: Name of Director Training Attended (Note) Executive Directors Mr Jinchu SHEN (co-CEO) √ Mr Stuart GIBSON (co-CEO) √ Mr Charles Alexander PORTES (President) √ Non-executive Directors Mr Jeffrey David PERLMAN (Chairman of the Board) √ Mr Joseph Raymond GAGNON √ Mr Zhenhui WANG √ Mr Ho Jeong LEE √ Independent Non-executive Directors Mr Brett Harold KRAUSE √ The Right Honourable Sir Hugo George William SWIRE, KCMG √ Mr Simon James MCDONALD √ Ms Jingsheng LIU √ Mr Robin Tom HOLDSWORTH √ Note: All the Directors received training and training materials, including from the Company’s external legal advisor, about matters relevant to their duties as directors. They also kept abreast of matters relevant to their role as Directors by such means as attendance at seminars and conferences and/or reading materials about financial, commercial, economic, legal, regulatory and business affairs. 61 ESR Annual Report 2019 CORPORATE GOVERNANCE REPORT