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Corporate Governance Framework

Our Corporate Governance Framework
 
 
Good corporate governance underpins sustainable success. We look at governance as beyond fulfilling of listing and regulatory requirements to the wider process of engaging our Unitholders and those living and working around our assets on issues that impact our business. This corporate governance framework identifies the critical governance components and explains how they relate to and interact with each other to contribute to good governance of Link REIT.
 
Our Board
 
A strong, independent and effective Board is the critical part of our governance framework. The Board leads and provides insights to management, sets strategy and risk appetite proposed by management, and monitors business progress against agreed business targets. In its oversight on management, the Board is supported by the checks and balances via risk management and internal controls, internal and external audit, and oversights by Trustee and SFC.
 
Currently, there are 13 Board members comprising 2 Executive Directors who are the Chief Executive Officer and the Chief Financial Officer, 1 Non-Executive Director, and 10 Independent Non-Executive Directors.
 
Please click here for the biographies of our Directors.
 
 
Board Diversity
The Board considers diversity as encompassing not only gender, ethnicity or age but also business experience, skill-sets, knowledge and professional expertise that are relevant and critical to the long term success of Link REIT. A balanced and diversified Board brings a broad range of views which helps discussion and critical decision-making, and balances against “group thinking”. The Nomination Committee reviews annually the Board Diversity Policy of Link REIT and monitors progress towards diversity.
  
Please click here for the Board Diversity Policy.
 
 
High Degree of Independence
Independent Non-Executive Directors bring constructive analysis and critical judgement on management proposals, scrutinise performance in meeting business goals, and monitor risks and compliance.
 
10 out of the 13 current Board members are Independent Non-Executive Directors. Our Board and all Board Committees are chaired by Independent Non-Executive Directors. Independent Non-Executive Directors are also in majority in our Finance and Investment Committee and Nomination Committee.
 
The Corporate Governance Policy of the Manager specifically mandates that:

Independent Non-Executive Director cannot serve beyond nine years;
an Independent Non-Executive Director can only re-join the Board three years after he/she last stepped down;
our Audit and Risk Management Committee and Remuneration Committee are to consist of Independent Non-Executive Directors only; and
members of our Finance and Investment Committee (recommending investment/financing proposals) cannot sit on our Audit and Risk Management Committee (monitoring compliance and controls).
 
Assessment of independence of Independent Non-Executive Directors is carried out before each appointment, annually, and at any other time where the circumstances warrant re-consideration. Our assessment of independence of an Independent Non-Executive Director is based on the independence criteria set out in the Corporate Governance Policy of the Manager which is modelled on the independence guidelines of the Listing Rules. We also reference major proxy advisors’ voting recommendations/guidelines in approaching the issue of Independent Non-Executive Director’s independence.
 
 
Board Process
 
Our Board leads the corporate strategy and direction and has the overall responsibility on the business and performance of Link REIT. Assisted by the Board Committees, it supervises and monitors the performance of management, scrutinises internal control, risk management and governance functions, approves major financial and business decisions, and reviews the overall performance of Link REIT. Its powers are governed by the Manager’s articles of association and the Compliance Manual.
 
Balance of Responsibility and Accountability
 
Independent Non-Executive Chairman
Nicholas Charles ALLEN
Leading the Board and ensuring its effectiveness
Maintaining corporate reputation and character
Developing and leading on strategic issues and corporate governance
Undertaking performance management of the Chief Executive Officer
 
Executive Directors
George Kwok Lung HONGCHOY (Chief Executive Officer)
Developing, driving and delivering performance against business plans agreed by the Board
Working together with the Board Chairman to develop the business strategy of Link REIT for recommendation to the Board
Supervising the management team to ensure that Link REIT is being operated in accordance with stated strategies, policies and regulations
Driving business growth and developments
Developing relationships with Government, regulators and investors
 
Andy CHEUNG Lee Ming (Chief Financial Officer) 
Supporting the Chief Executive Officer in formulating and implementing financial and investment strategies, financial reporting, budgets and business plans
Overseeing risk management, internal controls and compliance
Overseeing business operations
Meeting investors and analysts to explain performance and strategic plans
 
Non-Executive Director
Ian Keith GRIFFITHS
 
Independent Non-Executive Directors
William CHAN Chak Cheung
Ed CHAN Yiu Cheong
Blair Chilton PICKERELL
Poh Lee TAN
May Siew Boi TAN
Peter TSE Pak Wing
Nancy TSE Sau Ling 
David Charles WATT
Elaine Carole YOUNG
 
Overseeing Link REIT’s affairs through the Board and Board Committees
Preparing in meetings to bring independent judgement to bear on issues of strategy, policy, performance, and standards
Taking lead when potential conflict of interest arises
Scrutinising management’s performance in achieving agreed corporate goals and business objectives
Monitoring compliance and reporting
 

Our Board Committees 

 
While the Board takes ultimate responsibility on corporate governance, it will delegate part of the functions to the appropriate Board Committees, which regularly report back to the Board their decisions and recommendations.
 
Currently, the Board is assisted by four Board Committees each on specific areas. Members of each Board Committee have the appropriate skills and experience for them to perform the required functions.
 
Audit and Risk Management Committee Independent
Mr William CHAN Chak Cheung (Chairman)
✔​
​Ms Poh Lee TAN ✔​​
Ms May Siew Boi TAN​
✔​
​Mr Peter TSE Pak Wing ​✔
​Ms Nancy TSE Sau Ling ​✔​
 
Nomination Committee Independent
Mr Nicholas Charles ALLEN (Chairman)
✔​
Mr George Kwok Lung HONGCHOY​
​Mr William CHAN Chak Cheung ​✔
​Mr Blair Chilton PICKERELL ​✔​
Ms May Siew Boi TAN​
✔​
 
Remuneration Committee Independent
Mr David Charles WATT (Chairman)
✔​
Mr William CHAN Chak Cheung
✔​
​Mr Blair Chilton PICKERELL ✔​​
Mr ​Peter TSE Pak Wing ​✔
​Ms Elaine Carole YOUNG​ ​✔
 
Finance and Investment Committee ​ ​ ​ ​ Independent
Mr Nicholas Charles ALLEN  (Chairman) ✔​
Mr George Kwok Lung HONGCHOY
Mr Andy CHEUNG Lee Ming
Mr Ian Keith GRIFFITHS
​Mr Ed CHAN Yiu Cheong                 ✔
Mr David Charles WATT
Ms Elaine Carole YOUNG​ ✔​
 

Terms of Reference

 Please click the following links for the Terms of Reference of respective committee:
 
  
Reserved Matters of the Board
 
While specified functions are delegated to Board Committees and the day-to-day operations to the management team (led by the CEO), the following matters which have a critical bearing on Link are specifically reserved for consideration by the full Board:
 
•   consideration of the corporate governance policy, Vision, Mission and Values, and the strategic direction of Link;
•   recommendation to Unitholders on any change to the Articles of Association or the provisions of the Trust Deed;
•   approval of interim and final distributions, interim and annual reports and financial statements, circulars to Unitholders, 
    any significant changes in accounting policy, appointment and removal of external auditor and auditor’s fees;
•   approval of treasury and capital management policies, issue or buy-back of units, acquisition or disposal of assets, and
    property development and related activities;
•   appointment or removal of the CEO and any other Directors as well as the Company Secretary;
•   approval of Directors’ remuneration, directors’ and officers’ liability insurance and personnel policies;
•   compliance monitoring, consideration of internal control process and risk management framework, and approval of any
    matter which would have a material effect on Link’s financial position, liabilities, future strategy or reputation; and
•  delegation of power and authority to Board Committees.

  

 
Appointment, Removal and Re-appointment of Directors
 
By the Board
 
The Board may (on the recommendation of the Nomination Committee):
 
at any time appoint any person who is willing to act as a Director, either to fill a casual vacancy or (subject to the maximum number of 14 Board members) as an addition to the existing Board members; and
 
remove any Director, and in such case, the Board shall give the incumbent Director notice to that effect signed by all the other Directors.
 
A Director shall abstain from voting in respect of his/her own re-appointment.
 
By the Unitholders
 

Unitholders may also appoint, re-appoint or remove any Director by ordinary resolution:

two or more registered Unitholders holding together not less than 10% of the units in issue may serve written request to the Manager which shall convene a meeting of Unitholders to consider the proposed ordinary resolution to appoint, re-appoint, or remove a Director.

if the proposed resolution is supported by a recommendation of the Nomination Committee, the effective quorum for the relevant Unitholders’ meeting shall be two (or more) registered Unitholders holding together not less than 10% of the units in issue; otherwise, the effective quorum for the relevant Unitholders' meeting shall be two (or more) registered Unitholders holding together not less than 25% of the units in issue.

 

Subject to the passing of the ordinary resolution, the Trustee and the Manager shall take all necessary actions to give effect to such appointment, re-appointment or removal of Director.

 
Retirement by Articles of Association
 
The articles of association of the Manager require that:
 
any Director so appointed by the Board shall retire but be eligible for re-election at the next following annual general meeting (with such Director not being taken into account in determining the number of Directors subject to retirement by rotation at such annual general meeting); and
 
one-third of the Non-Executive Director/Independent Non-Executive Directors shall be subject to retirement by rotation and re-election at each annual general meeting.
 
The Manager’s corporate governance policy further requires one-third of the Independent Non-Executive Directors to retire by rotation at each annual general meeting.
 
Executive Director is not subject to retirement by rotation at annual general meeting as the Manager considers that business continuity and longevity at top management level work for the long-term benefit of Link REIT. Any risk of entrenchment in office is countenanced by an overwhelmingly high majority of Independent Non-Executive Directors on our Board, who have the collective power (and the Unitholders also have the same power under the Trust Deed) to remove a recalcitrant Executive Director.
 
 
 
 
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