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

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:

• consideration of the Corporate Governance Policy, Compliance Manual, Board Diversity Policy, Unitholder Communication Policy, the independent views mechanism(s) available to the Board and sustainability and ESG policies, including climate-related issues of Link;
• consideration of Link’s purpose, strategy, vision, mission and values and the corresponding alignment of its culture, 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, ESG reports, 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, investment strategy and target portfolio allocation, issue or buy-back of units (including the use of treasury units), any balance sheet investment falling outside the approved investment strategy, acquisition or disposal of assets, any balance sheet co-investment with Link’s fund(s), fund strategy and investment into Link’s fund(s), and property development and related activities;
• appointment or removal of the Group 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.

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.