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Change - Announcement Of Appointment Of Non-Executive Director
BackAug 30, 2023
| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | Aug 30, 2023 18:01 |
| Status | New |
| Announcement Sub Title | Announcement of Appointment of Non-Executive Director |
| Announcement Reference | SG230830OTHRYM7S |
| Submitted By (Co./ Ind. Name) | Adrian Chui |
| Designation | CEO & Executive Director |
| Description (Please provide a detailed description of the event in the box below) | Please refer to attached announcment. |
| Additional Details | |
| Date Of Appointment | 30/08/2023 |
| Name Of Person | Stuart Gibson |
| Age | 59 |
| Country Of Principal Residence | Singapore |
| The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process) | The Board of ESR-LOGOS Funds Management (S) Limited ( "E-LOG FM" ) had reviewed Mr Gibson's qualifications and work experience and supported his appointment as Non-Executive Director of E-LOG FM on the basis of his extensive real estate development and investment experience in Asia especially in the Japanese industrial real estate sector. He will definitely contribute his expertise and network, especially in offshore property development and investments, as E-LOG goes Japan to purchase assets within the Sponsor's network. |
| Whether appointment is executive, and if so, the area of responsibility | Not applicable |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | Non-Executive Director |
| Professional qualifications | Not applicable |
| Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/ or substantial shareholder of the listed issuer or any of its principal subsidiaries | Executive Director, Group Co-Founder & Co-CEO of ESR Group Limited |
| Conflict of interests (including any competing business) | Mr Stuart Gibson being the Executive Director, Group co-founder and co-CEO of ESR Group Limited is responsible for overseeing ESR Group Limited's overall operations and business development. Due to the above relationship, potential conflict of interest could arise if the Manager, E-LOG FM, on behalf of E-LOG, enters into transactions with the Sponsor and/or its related or affiliated entities, if the transactions are beneficial to E-LOG and its Unitholders. For example, there could be future acquisitions or disposals of properties owned or managed by the Sponsor. Taking Mr Gibson's roles into consideration, the Board of ELOG-FM has determined that Mr Gibson will not be a member of the Audit, Risk Management and Compliance Committee ("ARCC") of ELOG-FM, which is responsible for assessment, evaluation and oversight of interested party transactions. He will also not be a member of the Transaction Review Committee, an ad-hoc board committee comprising only independent Directors, which will oversee any tender conducted by ELOG-FM on behalf of ESR LOGOS-REIT in which an interested person/party could participate as bidder. As a Director of ELOG-FM, Mr Gibson would be required to abide by ELOG-FM's Internal Policy on Conflict of Interest, as well as the Board's policy to address all potential conflicts of interest, under which he would be required to notify the Board as soon as he is aware of any matter in which he or his associate(s) have an interest, or any direct or indirect conflict of interest which may exist or might reasonably be thought to exist, and to recuse himself from all deliberations and discussions and abstain from voting in respect of any such matters. |
| Working experience and occupation(s) during the past 10 years | Mr Stuart Gibson is currently the Executive Director, Group Co-Founder & Co-CEO of ESR Group Limited ( "ESR" ), the Sponsor of E-LOG. Mr Gibson has been the Co-CEO of ESR since January 2016 and he was also the Co-Founder and CEO of the Redwood group from July 2006 until 2016. Mr Gibson is responsible for overseeing ESR's overall operations and business development. Mr Gibson has over 27 years of real estate development and investment experience in Asia, which includes 15 years in the Japanese industrial real estate sector. Mr Gibson was formerly the country head of Prologis Japan, and former Co-Founder and Co-CEO of AMB BlackPine, which was subsequently incorporated into Prologis. He was also the Chairman of AMB Property Corporation Japan Advisory Committee. |
| Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6)) | Yes |
| Shareholding interest in the listed issuer and its subsidiaries? | No |
| # These fields are not applicable for announcements of appointments pursuant to Listing Rule 704 (9) or Catalist Rule 704 (8). | |
| Past (for the last 5 years) | Nil |
| Present | Please refer to Appendix A |
| (a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? | No |
| (b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? | No |
| (c) Whether there is any unsatisfied judgment against him? | No |
| (d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? | No |
| (e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? | No |
| (f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? | No |
| (g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? | No |
| (h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? | No |
| (i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? | No |
| (j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :- | |
| (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or | No |
| (ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or | No |
| (iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or | No |
| (iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? | No |
| (k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? | No |
| Any prior experience as a director of an issuer listed on the Exchange? | Yes |
| If Yes, Please provide details of prior experience | ESR Group Limited is listed on the Main Board of The Stock Exchange of Hong Kong. |
| Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable) | Not applicable |
Attachments
- Appendix A (Size: 108,002 bytes)