Manulife US REIT - Annual Report 2020

Directors who have no prior experience as a director of an issuer listed on the SGX-ST will be provided with training on the roles and responsibilities of a director of a listed issuer in accordance with the listing rules of the SGX-ST. Management provides the Board with complete, adequate and timely information prior to Board meetings and on an ongoing basis through regular updates on financial results, market trends and business developments so as to enable the Board to effectively discharge its duties. Papers for the ARC, NRC and Board meetings (including complete and adequate background information and explanatory updates on the affairs of MUST) are sent in advance of the Board meetings so that the respective Board Committees and Board members have sufficient time to review the information provided and enable them to make informed decisions to discharge their duties and responsibilities. The Board meets regularly to review the performance of MUST. The financial results of MUST are also reviewed by the Board before dissemination to Unitholders via SGXNet within the reporting deadlines stipulated in the Listing Manual of the SGX-ST, and where applicable, media releases and analysts’ briefings. In presenting the financial reports, the Board aims to provide a balanced and understandable assessment of MUST’s performance, position and prospects. The Board has separate and independent access to senior management and the company secretary at all times. The company secretary attend to the administration of corporate secretarial matters and ensure all Board procedures and requirements of the Companies Act, Cap.50, and the Listing Manual of the SGX-ST are complied. The company secretary also attends all Board and Board Committee meetings. The appointment and removal of the company secretary are subject to the approval of the Board as a whole. The Board also has access to independent professional advice where appropriate and when requested, at the Manager’s expense. The Board recognises that Directors owe a fiduciary duty to the Manager and should act objectively in the best interests of the Manager and hold management accountable for performance. At all times, the Directors are collectively and individually obliged to act honestly and with diligence, and in the best interests of MUST. Further, the Directors must have appropriate experience and expertise to manage MUST’s business. The Manager requires that its Directors disclose their interests in transactions and any conflicts of interests. The Directors recuse themselves from any discussions and decisions involving the issues of conflict. Each of the Directors has complied with the above. BOARD COMPOSITION AND GUIDANCE Principle 2 The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company. The Board is represented by members with a broad range of commercial experience including expertise in funds management, audit and accounting and the real estate industry. Each Director of the Manager has been appointed on the basis of his/her professional experience and ability to contribute to the proper guidance of MUST. Save in relation to Mr Hsieh Tsun-Yan, Mr Michael Floyd Dommermuth and Mr Stephen James Blewitt as disclosed below, none of the Directors of the Manager are related to one another, the Manager, any related corporations, substantial shareholder or officers of the Manager or any substantial Unitholder. The Board comprises seven Non-Executive Directors, of whom four are Independent. This enables the management to benefit from their external, diverse and objective perspective on issues that are brought before the Board. It would also enable the Board to interact and work with the management through a robust exchange of ideas and views to help shape the strategic planning process. This, together with a clear separation of the roles of the Chairman and the CEO, provides a healthy professional relationship between the Board and the management, with clarity of roles and robust oversight as they deliberate on the business activities of the Manager. 97 ANNUAL REPORT 2020