ESR Interim Report 2020 (EN)

Corporate Governance and Other Information 28 INTERIM DIVIDEND The Board does not recommend the payment of an interim dividend for the six months ended 30 June 2020 (30 June 2019: nil). The Board’s long-term objective is to deliver returns to shareholders that is sustainable and in line with the long-term growth of the Company. Subject to maintaining an optimal capital structure to ensure that adequate capital resources are available for business growth and investment opportunities, the Board will continue to evaluate the merits and timing of future dividend payments. CORPORATE GOVERNANCE PRACTICES The Group is committed to achieving high corporate governance standards to safeguard the interests of its stakeholders. The Company has applied the principles in the Corporate Governance Code (“ CG Code ”) in Appendix 14 of the Listing Rules by conducting its business by reference to the principles of the CG Code and emphasising such principles in the Company’s governance framework. It is in the opinion of the Directors that the Company has complied with all the code provisions as set out in the CG Code during the six months ended 30 June 2020. MODEL CODE FOR SECURITIES TRANSACTIONS The Company has adopted a code of conduct (“ Code of Conduct and Business Ethics ”) regarding all Directors’, officers and employees’ securities transactions on terms no less exacting than the required standard set out in the “Model Code for Securities Transactions by Directors of Listed Issuers” (“ Model Code ”) in Appendix 10 of the Listing Rules. Specific enquiries were made of all Directors, and all Directors confirmed that they had complied with all required standard set out in the Model Code during the period, except that in February 2020, the spouse of a Director acquired Shares of the Company unintentionally during the period of 60 days immediately preceding the publication date of the annual results of the Company. Following notification by the Director of the share dealing, the Company has taken remedial actions by sending a reminder to the Directors of the obligations under the Model Code, in particular the prohibitions on dealing, the procedures for clearance and the applicability of the dealing restrictions on the Directors’ spouses. The Company also provided additional training to the Directors in relation to restrictions on dealing in March 2020. DISCLOSURE OF DIRECTORS’ INFORMATION PURSUANT TO RULE 13.51B(1) OF THE LISTING RULES Changes in the information of directors required to be disclosed under Rule 13.51B(1) of the Listing Rules since the date of annual report 2019 of the Company are set out as follows: Mr Charles Alexander Portes, being the Company’s Group President and executive director, will be re-designated as a non-executive director of the Company with effect from 1 January 2021. Mr Joseph Raymond Gagnon resigned as a non-executive director of the Company and member of all sub-committees of the board effective from 23 August 2020.