ESR AR 2019 EN

Corporate Governance Report The Board nomination policy, process and criteria adopted by the Nomination Committee are outlined below: (a) to use open advertising or the services of external advisers to facilitate the search, to consider candidates from a wide range of backgrounds with the Company’s Board diversity policy (“ Board Diversity Policy ”) in mind, and to consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the positions; (b) to conduct a background check against the biographical information and written confirmation provided by the candidate(s) and to take reasonable steps to seek clarification from the candidate(s), if needed; (c) to assess the independence of the candidate(s) to be appointed as an Independent Non-executive Director by reference to the independence requirements under the Listing Rules; (d) to consider the candidate(s)’ ability to devote sufficient time to the Board if the candidate(s) will be holding his/her seventh (or more) listed company directorships; (e) to invite, if necessary, the candidate(s) to meet with members of the Nomination Committee to assist consideration of the proposed nomination or recommendation; (f) to convene a Nomination Committee meeting for consideration of the candidate(s); (g) to submit its nomination proposal to the Board for consideration and approval or to make recommendation to the shareholders for approval; and (h) in relation to re-appointment of Directors who will offer themselves for re-election at the Company’s annual general meeting, to review the candidate(s)’ profiles in consideration of strategy, structure, size and composition of the Company and their experience and skills. The Company has adopted a Board Diversity Policy. In order to achieve a diversity of perspectives among members of the Board, the Board Diversity Policy provides that: (a) The Board shall include a balanced composition of executive and non-executive directors (including independent non- executive directors) so that there is a strong independent element on the Board, which can effectively exercise independent judgement. Non-executive directors (including independent non-executive directors) shall be of sufficient caliber and number for their views to carry weight. (b) The selection of candidates will be based on a range of diversity perspectives, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. Recruitment and selection practices will be appropriately structured so that a diverse range of candidates are considered. The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board. The Nomination Committee is of the view that the current Board composition satisfies the objectives of the Board Diversity Policy, and will conduct a review of the policy on an annual basis to ensure the continued effectiveness of the policy in delivering its objectives. According to the terms of reference, the Nomination Committee shall meet at least once a year. The Nomination Committee shall strictly adhere to this requirement in the future. Corporate Governance Functions The Company adopted the CG Code as the policy for its corporate governance of the Company. The responsibility for performing the corporate governance functions rests with the Board. The Board has performed the following duties: (a) developed and reviewed the Company’s policies and practices on corporate governance; (b) reviewed and monitored the training and continuous professional development of directors and senior management; (c) reviewed and monitored the issuer’s policies and practices on compliance with legal and regulatory requirements; (d) developed, reviewed and monitored the Code of Conduct and Business Ethics applicable to employees and Directors; and (e) reviewed the Company’s compliance with the CG Code and disclosure in this Corporate Governance Report. COMPANY SECRETARY Mr Richard Kin-sing Lee (“ Mr Lee ”) was appointed as the Company Secretary of the Company on 22 February 2019. He is also the Group Legal Counsel (Capital Markets) of the Company and, thus, an employee of the Company having day-to-day knowledge of the Company’s affairs. Pursuant to rule 3.29 of the Listing Rules, Mr Lee undertook no less than 15 hours of relevant professional training in 2019. 64 Focused