Manulife US REIT - Annual Report 2021

MANULIFE US REIT 116 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 legislations for 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 holds a Capital Markets Services licence (CMS Licence) issued by the Monetary Authority of Singapore (MAS) for REIT management pursuant to the Securities and Futures Act. 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 that if 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. The Manager also considers managing sustainability risks (including environmental, social and governance, or ESG, factors) as part of its responsibilities. More details can be found in the Sustainability Report. (A) Board Matters The Board’s Conduct of Affairs Principle 1 The company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the company. The Board, which comprises a majority of Independent Directors, is collectively responsible for the overall corporate governance of the Manager, including establishing goals for management and monitoring the achievement of these goals. The Board also sets the values and ethical standards of MUST. The Board seeks to ensure that the Manager manages MUST’s assets and liabilities for the benefit and in the best interests of Unitholders. Corporate Governance