ESR-REIT is a real estate investment trust, externally managed by ESR-REIT Management (S) Limited (the "Manager") with Perpetual (Asia) Limited, as the trustee of ESR-REIT. The Manager also acts as the manager of ESR-REIT's subtrust, Viva Trust, with Perpetual (Asia) Limited as the trustee of Viva Trust.

ESR-REIT was listed on the Mainboard of the Singapore Exchange Securities Trading Limited ("SGX-ST") in 2006.

The Manager holds a Capital Markets Services Licence ("CMS Licence") issued by the Monetary Authority of Singapore ("MAS") to carry out REIT management activities under the Securities and Futures Act ("SFA"). Under its CMS Licence, the Manager appoints representatives to conduct REIT management activities and hires qualified and experienced executives in the management of its operations.

The Manager has general powers of management to manage ESR-REIT's assets and liabilities for the benefit of ESR-REIT unitholders ("Unitholders"). The Manager's key roles and responsibilities include:

• setting the strategic direction of ESR-REIT;
• providing recommendations to the trustees on the acquisition, property development, divestment and/or enhancement of assets of ESR-REIT in accordance with its stated investment strategy;
• ensuring effective capital management to ensure continuous liquidity and financial flexibility for operations;
• ensuring adequate and effective risk management, internal controls and compliance with the applicable laws and regulations, including the SFA and all other relevant legislations, the Listing Manual of SGX-ST ("Listing Manual"), the Code on Collective Investment Schemes ("CIS Code") (including its property funds appendix ("Property Funds Appendix")), the Trust Deed, written directions, notices and other guidelines that MAS may issue from time to time; and
• supervising ESR Property Services Pte. Ltd., which performs the day-to-day property management functions for ESR-REIT's properties, to ensure that it meets its objectives pursuant to the property management agreement.

The Manager is committed to maintaining high standards of corporate governance and is of the view that sound corporate governance policies and practices are essential to protect the assets of ESR-REIT and the interests of its Unitholders and to enhance the value of Unitholders' investment in ESR-REIT.

This report outlines the Manager's corporate governance practices and structures that were in place during the financial year ended 31 December 2020 ("FY2020"), with specific reference made to the Code of Corporate Governance 2018 (the "CG Code"), its related practice guidance as well as the guidelines from Code of Corporate Governance 2012 ("CG Code 2012") which are still in effect. Where there are deviations from any of the principles and/or provisions of the CG Code and CG Code 2012, appropriate explanations have been provided.

For more details on the Managers' corporate governance practices and structures, please refer to the current edition of the annual report for the latest Corporate Governance Report.