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 Directors are not subject to retirement by rotation at annual general meeting as the Manager considers that business continuity and stability at top management level work for the long-term benefit of Link REIT. Any risk of entrenchment in office is balanced with an overwhelmingly high majority of Independent Non-Executive Directors on our Board, who has the collective power (and the Unitholders also have the same power under the Trust Deed) to remove a recalcitrant Executive Director.