Manulife US REIT - Annual Report 2020

The Manager has general powers of management over the assets of MUST. The Manager’s main responsibility is to manage MUST’s assets and liabilities for the benefit of Unitholders. The Manager sets the strategic direction of MUST and gives recommendations to DBS Trustee Limited (the Trustee), on the acquisition, divestment, development and/or enhancement of assets of MUST in accordance with its stated investment strategy. The Manager provides, amongst others, the following services to the REIT: • Investment: Formulating MUST’s investment strategy, including determining the location, sub-sector type and other characteristics of MUST’s property portfolio. Overseeing negotiations and providing supervision in relation to investments of MUST and making final recommendations to the Trustee. • Asset management: Formulating MUST’s asset management strategy, including determining the tenant mix, asset enhancement works and the rationalisation of operation costs. Providing supervision in relation to asset management of MUST and making final recommendations to the Trustee on material matters. • Capital management: Formulating the plans for equity and debt financing for MUST’s property acquisitions, distribution payments, expense payments and property maintenance payments. Executing the capital management plans, negotiating with financiers and underwriters and making final recommendations to the Trustee. • Accounting: Preparing accounts, financial reports and Annual Reports for MUST on a consolidated basis. • Compliance: Making all regulatory filings on behalf of MUST, and using its commercially reasonable best efforts to assist MUST in complying with the applicable provisions of the relevant legislation pertaining to the location and operations of MUST, the Listing Manual of the SGX-ST (the Listing Manual), the Trust Deed, any tax ruling and all relevant contracts. • Investor relations: Communicating and liaising with investors, analysts and the investment community. The Manager has been issued a Capital Markets Services licence (CMS Licence) for REIT management pursuant to the SFA on 2 July 2015 and is regulated by the MAS. The Manager was appointed in accordance with the terms of the Trust Deed constituting MUST dated 27 March 2015 (as amended, varied or supplemented from time to time). The Trust Deed outlines certain circumstances under which the Manager can be removed, including by notice in writing given by the Trustee upon the occurrence of certain events, or by resolution passed by a simple majority of Unitholders present and voting at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed. This report describes the Manager’s main corporate governance framework and practices with reference to the Code of Corporate Governance 2018 (CG Code). Compliance with, and observation of, the Principles of the CG Code (the Principles and each Principle) are mandatory and to the extent there are any variations from the Provisions of the CG Code, these are stated and explained as to how the Manager’s practices are still consistent with the aim and philosophy of the Principle in question. 94 MANULIFE US REIT CORPORATE GOVERNANCE