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ESR Group Limited Annual Report 202463STRATEGIC REPORTSCORPORATE GOVERNANCEFINANCIAL STATEMENTSTerm of Appointment of Non-executive DirectorsEach 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 unless terminated by one month%u2019s written notice.The appointment of all the Directors is subject to the retirement by rotation requirements under article 108 of the Articles of Association of the Company. Any removal of the Directors are subject to the relevant provisions of the Companies Ordinance (Cap.622, Laws of Hong Kong) and also article 105 of the Articles of Association of the Company.The Company has established the following mechanisms to ensure independent views and input are available to the Board:%u2022%u0009 AsufficientnumberofIndependentNon-executiveDirectorsrepresentingatleastone-thirdoftheBoardhavebeenappointed and all of them continue to devote adequate time contribution to the Company.%u2022%u0009 AllIndependentNon-ExecutiveDirectorsarerequiredtoconfirminwritingannuallytheircomplianceofindependence requirements.%u2022%u0009 AnnualmeetingbetweentheChairmanandallIndependentNon-executiveDirectorswithoutpresenceofotherDirectors providing an effective platform for the Chairman to listen to independent views on various issues concerning the Company.%u2022%u0009 IndependentprofessionaladvicewouldbeprovidedtoIndependentNon-executiveDirectorsuponreasonablerequestto assist them to perform their duties to the Company.%u2022%u0009 Non-executiveDirectorsreceivefixedfee(s)fortheirroleasmembersoftheBoardandBoardCommittee(s)asappropriate and applicable.%u2022%u0009 Non-executiveDirectors%u2019independenceisassesseduponappointment,annually,andatanyothertimewherethecircumstances warrant reconsideration.%u2022%u0009 AllDirectorsareencouragedtoexpressfreelytheirindependentviewsandconstructivechallengesduringtheBoard/Board Committees meetings.%u2022%u0009 AnIndependentBoardCommitteeconsistingofindependentNon-ExecutiveDirectorsisestablishedbytheBoardasand when required to manage any connected/related party transactions.The Board has reviewed the mechanisms above and confirmed that they effectively ensure the Board has access to independent opinions and views.Compliance in relation to Independent Non-executive DirectorsDuring the Year and up to 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, except as follows:Following the resignation of Ms Jingsheng Liu as an Independent Non-executive Director with effect from 16 October 2024, there was a non-compliance with rule 3.10A of the Listing Rules. Upon the retirement of Mr Hwee Chiang Lim as a Non-executive Director with effect from 21 January 2025, the Company re-complies with the rule 3.10A of the Listing Rules. From 21 January 2025 and up to the date of this annual report, the Board comprised nine Directors, three of which are Independent Non-executive Directors, representing 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 is of the view that each of the Independent Non-executive Directors remains independent.Compliance in relation Rule 3.09D of the Listing RulesIn accordance with Rule 3.09D of the Listing Rules, Ms Joanne Sarah McNamara, who was appointed as a Non-executive Director on 1 January 2024, has obtained the legal advice on 21 December 2023 from a firm of solicitors in respect of the requirements under the Listing Rules that are applicable to her as a director of a listed issuer and the possible consequences of making a false declaration or giving false information to the Stock Exchange. Ms McNamara has confirmed that she understands her obligations as a Director of the Company.