News
Change - Announcement Of Appointment Of A Non-Independent Non-Executive Director - Mr Jonathan Callaghan
BackJun 16, 2023
| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | Jun 16, 2023 17:34 |
| Status | New |
| Announcement Sub Title | Appointment of a Non-Independent Non-Executive Director - Mr Jonathan Callaghan |
| Announcement Reference | SG230616OTHRJYJN |
| Submitted By (Co./ Ind. Name) | Simon Garing |
| Designation | Chief Executive Officer and Executive Director |
| Description (Please provide a detailed description of the event in the box below) | Appointment of Mr Jonathan Callaghan as a Non-Independent Non-Executive Director of the Company. |
| Additional Details | |
| Date Of Appointment | 19/06/2023 |
| Name Of Person | Jonathan Peter Callaghan |
| Age | 52 |
| Country Of Principal Residence | Australia |
| The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process) | After reviewing the Nominating and Remuneration Committee's recommendations and Mr Jonathan Callaghan's qualifications and experience (as set out below), the Board approved the appointment of Mr Callaghan as a Non-Independent Non-Executive Director of Cromwell EREIT Management Pte. Ltd., the Manager of Cromwell European Real Estate Investment Trust. |
| Whether appointment is executive, and if so, the area of responsibility | No |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | Non-Independent Non-Executive Director |
| Professional qualifications | Bachelor of Science, First Class Honors Bachelor of Laws, Second Class honors Masters of Applied Finance Oxford Advanced Management and Leadership Course |
| 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 | No immediate family relationships. However, Mr Jonathan Callaghan is the Chief Executive Officer and Managing Director of Cromwell Property Group (Cromwell Property Group comprises Cromwell Corporation Limited and the Cromwell Diversified Property Trust, the responsible entity of which is Cromwell Property Securities Limited), which is a substantial unitholder of Cromwell European Real Estate Investment Trust. |
| Conflict of interests (including any competing business) | No |
| Working experience and occupation(s) during the past 10 years | Mr Callaghan is currently the Managing Director and Chief Executive Officer of Cromwell Property Group, the sponsor of CEREIT ("Sponsor"). He joined the Sponsor as its Chief Executive Officer in October 2021 and was appointed to the Sponsor's Board on 7 October 2021. Prior to this, he was at Investa Property Group, where he served as General Counsel and Company Secretary from 2006, before being appointed as Joint Managing Director in 2013, Finance Director in 2014 and CEO in 2016. While at Investa, he oversaw management of the Investa Commercial Property Fund. During his tenure, Investa was widely regarded as on one of the leading Australian property companies. Earlier in his career, Jonathan spent time at law firms Gilbert & Tobin and Corrs Chambers Westgarth. |
| 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) | Investa Property Group - Chief Executive Officer |
| Present | Cromwell Property Group - Chief Executive Officer and Managing Director |
| (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? | No |
| If no, please state if the director has attended or will be attending training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange | Mr Callaghan will attend the sustainability training as prescribed by the Exchange. |
| 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) | While Mr Callaghan does not have prior experience as director of a company listed in Singapore, he has extensive experiences as a Managing Director of a listed company in Australia. He has also regularly participated in past board meetings of the Manager as invitee, which has allowed him to familiarise himself with the roles and responsibilities of a director of a company listed on the Singapore Exchange Securities Trading Limited ("SGX-ST"). Accordingly, the Nominating and Remuneration Committee has assessed Mr Callaghan's skills and experiences and is of the view that he does not require the compulsory training prescribed by the SGX-ST for newly appointed directors of companies listed on the SGX-ST. Nevertheless, as prescribed by the SGX-ST, Mr Callaghan will undergo the mandatory sustainability matters training, within 1 year from his appointment's effective date. |