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 12 Board members comprising 2 Executive Directors who are the Chief Executive Officer and the Chief Financial Officer, 1 Non-Executive Director, and 9 Independent Non-Executive Directors.
Please click here for the biographies of our Directors.
Board diversity 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.
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.
9 out of the 12 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;
- Independent Non-Executive Director can only re-join the Board three years after last stepping down; and
- Our Audit and Risk Management 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.
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.
Independent Non-Executive Chairman
- 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
- 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
- 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 Chief Executive Officer in meeting investors and analysts to explain performance and operational results
Independent Non-Executive Directors
- 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 the Board takes ultimate responsibility on corporate governance, it will delegate
part of the functions to the appropriate Board Committees, which would regularly report
their decisions and recommendations back to the Board.
The Board is assisted by four Board Committees each on specific areas with members of each Board Committee possessing the appropriate skills and experience to perform the required functions in each area.
Audit and Risk Management Committee
Finance and Investment Committee
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, Board Diversity Policy, Unitholder Communication Policy, the independent views mechanism(s) available to the Board and the 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, 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.
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.