Corporate Governance

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.

The board consists of 11 members comprising two Executive Directors who are the Group Chief Executive Officer and the Chief Financial Officer, one Non-Executive Director, and eight Independent Non-Executive Directors. Read our board members’ profiles.

Board Committees assist the Board on specific areas with members of each Board Committee possessing the appropriate skills and experience to perform the required functions in each area.

Name	Board	Audit and Risk Management Committee	Finance and Investment Committee	Nomination Committee	Remuneration Committee	Sustainability Committee
Independent Non-Executive Directors
Duncan Gareth OWEN	C		C	C	M	M
Christopher John BROOKE (CA)	M		M		C	C
Jana ANDONEGUI SEHNALOVA	M		M			M
Barry David BRAKEY	M	M	M		M
ENG-KWOK Seat Moey	M	M
Jenny GU Jialin	M	M
Ann KUNG YEUNG Yun Chi	M	M		M	M
Melissa WU Mao Chin	M	C		M
Non-Executive Director
Ian Keith GRIFFITHS	M		M			M
Executive Directors
George Kwok Lung HONGCHOY (Group CEO)	M		M
NG Kok Siong (CFO)	M		M

C: Chair/chair of Board Committee
CA: Chair Alternate
M: Member

Audit and Risk Management Committee

Key Duties
- Review of financial statements and oversight of the integrity of financial reporting
- Review effectiveness of internal control and risk management systems, and principal risks
- Review of auditor’s audit and non-audit services, performance, fees, terms of engagement and auditor’s independence
- Review effectiveness of the internal audit function

Terms of Reference

Nomination Committee

Key Duties
- Board performance evaluation
- Review of Board and Board Committee structure and composition
- Review and update of Board and Board Committee succession planning
- Evaluation of potential Board and Board Committee candidates

Terms of Reference

Remuneration Committee

Key Duties
- Setting Link’s remuneration policy and strategy
- Approval of the remuneration of senior management and recommendation of the remuneration of Directors for Board approval
- Administration of the grant and vesting of awards under the Long-term Incentive Scheme

Terms of Reference

Finance and Investment Committee

Key Duties
- Oversight of investment strategies and policies
- Recommendation of target portfolio allocation, changes to capital management structure and policies and annual budget for Board approval
- Approval or endorsement of any acquisitions and/or capital recycling to the Board
- Financing decisions and review of reinvestment

Terms of Reference

Sustainability Committee

Key Duties
- Review of sustainability strategies and objectives
- Oversight and monitoring of delivery of the sustainability strategies
- Review of the sustainability-related disclosures of Link REIT
- Assessment and evaluation of the effectiveness of engagement with stakeholders

Terms of Reference

Board Diversity

Board diversity at Link encompasses 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”. Assisted by the Nomination Committee, the Board reviews annually the Board Diversity Policy of Link REIT and monitors progress towards diversity.

Please click here for the Board Diversity Policy.

Board Independence

8 out of the 11 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 Sustainability Committee.

The Corporate Governance Policy of the Manager specifically mandates that:

Independent Non-Executive Director cannot serve beyond nine years;
Independent Non-Executive Director can only re-join the Board three years after last stepping down; and
Our Audit and Risk Management Committee, Nomination Committee and Remuneration Committee can consist of Independent Non-Executive Directors only.

Assessment of independence of Independent Non-Executive Directors is carried out before each appointment, annually, and at any other time when 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 Chair

Duncan Gareth OWEN

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 Group Chief Executive Officer

Chair Alternate

Christopher John BROOKE

Supporting the Chair where he may be otherwise unavailable, or in the discharge of the Chair's duties as the Chair sees fit
Providing a sounding board for the Chair
Being available to unitholders and other Non-Executive Directors to address any concerns or issues they feel have not been adequately dealt with through the usual channels of communication

Executive Director

George Kwok Lung HONGCHOY (Group 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

NG Kok Siong (Chief Financial Ofﬁcer)

Spearheading the finance, capital management, risk management, business and information technology solution, and quantity surveying functions
Assuming the role of Link REIT’s Regional Head of Mainland China region to oversee the Revenue Departments, namely Asset Management, Leasing, Property & Car Park Management, Project & Operations and Marketing
Assisting the Group Chief Executive Officer in meeting investors and analysts to explain performance and operational results

Non-Executive Director

Ian Keith GRIFFITHS

Independent Non-Executive Directors

Christopher John BROOKE
Jana ANDONEGUI SEHNALOVA
Barry David BRAKEY
ENG-KWOK Seat Moey
Jenny GU Jialin
Ann KUNG YEUNG Yun Chi
Melissa WU Mao Chin

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

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 Group CEO), the following matters which have a critical bearing on Link are specifically reserved for consideration by the full Board:

approval of Link’s strategy, purpose, vision, mission and values and the corresponding alignment with culture;
approval of annual budget, treasury and capital management policies, investment strategies and target portfolio allocation, material changes to capital structure, acquisition or capital recycling, and property development and related activities;
approval of interim and final distributions, annual and interim reports (including the respective financial statements or information), sustainability and ESG related disclosure, circulars to Unitholders, any significant changes in accounting policy, appointment and re-appointment of external auditor and its remuneration;
compliance monitoring, evaluation and determination of risk appetite, oversight and confirmation of the effectiveness of risk management and internal control system, and approval of material changes to corporate structure;
approval of appointment of new Directors to fill causal vacancies, as well as the appointment or removal of any Directors and the Company Secretary;
approval of establishment, and composition of Board Committees, and their terms of reference;
approval of remuneration policy and structure of Directors and senior management, remuneration of Directors, design and structure of employee and executive equity-based incentive plans, awards or incentives for Directors, introduction of new share incentive plans as well as directors’ and officers’ liability insurance;
approval of the Compliance Manual, overall corporate governance framework, corporate governance and unitholder engagement policies as well as the mechanisms put in place to ensure independent views and input are available to the Board;
approval of sustainability strategies;
recommendation to Unitholders on any change to the Articles of Association or the provisions of the Trust Deed, election or re-election of Directors as well as removal of external auditor; and
recommendation to the Trustee of appointment of principal valuer.

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 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.