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.

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