Manulife US REIT - Annual Report 2020

The Board meets regularly to deliberate the strategies of MUST, including acquisitions and divestments, funding and hedging activities, approval of the annual budget and review of its performance. The Constitution of the Manager also permits the Directors to participate via audio or video conference. The Board or the relevant Board Committee will also review MUST’s key financial risk areas and the outcome of such reviews will be disclosed in the Annual Report or where the findings are material, immediately announced via SGXNet. The meeting attendance of the Board, the ARC, the NRC and AGM held in FY2020 is as follows: Name of Directors Board Audit and Risk Committee Nominating and Remuneration Committee Annual General Meeting Held Attended Held Attended Held Attended Held Attended Mr Hsieh Tsun-Yan 5 5 3 3* 3 3 1 1 Professor Koh Cher Chiew Francis 5 5 3 3 3 3* 1 1 Mr Lau Chun Wah @ Davy Lau (Stepped down as of 29 September 2020) 5 4 1 3 3 *1 3 2 1 1 1 Ms Veronica Julia McCann 5 5 3 3 3 3 1 1 Dr Choo Kian Koon 5 4 3 3 3 3* 1 1 Mrs Karen Tay Koh (Appointed as of 10 November 2020) 5 1 2 3 – 2 3 1 2 1 – 3 Mr Michael Floyd Dommermuth 5 4 3 3* 3 2* 1 1 Mr Stephen James Blewitt 5 5 3 3* 3 3* 1 1 Upon appointment, each Director is provided with a formal letter of appointment setting out the Director’s duties and obligations. The Manager has put in place an orientation programme with formal training to ensure that any newly- appointed Directors are familiar with MUST’s business, strategies and directions and the regulatory environment in which MUST operates as well as the main corporate governance practices of the Manager. There was one new Director appointed to the Board on 10 November 2020. Mrs Karen Tay Koh was appointed to replace Mr Lau Chun Wah @ Davy Lau. The Board receives regular updates on any new and material changes to applicable regulations. The management also arranges relevant training for Directors on matters such as directors’ duties and responsibilities and code of ethics. Directors are also encouraged to put forward to the NRC training topics on which they would like to receive training on. In FY2020, the training and professional development programmes for Directors included seminars organised by REITAS and the Singapore Institute of Directors (SID) on the duties, responsibilities and liabilities of an Independent Director as well as ethics and corporate governance issues. Additional topics on issues arising from the ongoing COVID-19 pandemic were also covered, which included valuation issues, financial position & audit considerations, notice on cyber-hygiene and legal issues. The costs of training are borne by the Manager. The Board also received updates on MAS and SGX-ST regulatory changes as well as their implications on MUST and the Manager. The Manager believes that the provision of continuing education opportunities to Directors will keep them updated on matters relevant to their appointments and responsibilities. * Attendance by invitation. The NRC and ARC were re-constituted on 10 November 2020, with Ms Veronica Julia McCann stepping down from the NRC and Dr Choo Kian Koon from the ARC. Professor Koh Cher Chiew Francis and Dr Choo Kian Koon were subsequently appointed to the NRC, and Mrs Karen Tay Koh to the ARC. 1 Mr Lau Chun Wah @ Davy Lau was present at all Board, ARC and NRC meetings held prior to stepping down. 2 Mrs Karen Tay Koh was present at all Board and NRC meetings held subsequent to her appointment. No ARC meetings were held subsequent to her appointment. 3 The AGM was held prior to Mrs Karen Tay Koh’s appointment. 96 MANULIFE US REIT CORPORATE GOVERNANCE