Manulife US REIT - Annual Report 2021

MANULIFE US REIT 118 Corporate Governance The meeting attendance of the Board, the ARC, the NRC and Annual General Meeting (AGM) held in FY2021 is as follows: Name of Directors Board ARC NRC AGM Held Attended Held Attended Held Attended Held Attended Hsieh Tsun-Yan 2 2 5 4* 2 2 1 1 Koh Cher Chiew Francis 2 2 5 5 2 2 1 1 Veronica Julia McCann 2 2 5 5 2 2* 1 1 Choo Kian Koon 2 2 5 4* 2 2 1 1 Karen Tay Koh 2 2 5 5 2 2* 1 1 Michael Floyd Dommermuth 2 2 5 3* 2 2* 1 1 Stephen James Blewitt 2 2 5 4* 2 2* 1 1 Note: * Attendance by invitation. 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 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. New Directors are provided with the terms of references of the ARC and NRC, including materials and minutes of past Board and Board Committees to familiarise themselves with MUST’s activities. No new Director was appointed to the Board in FY2021. The Board receives regular updates on any new and material changes to applicable regulations, including 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. Directors are also encouraged to put forward to the NRC training topics on which they would like to receive training on. In FY2021, the training and professional development programmes for Directors included seminars organised by REITAS and the Singapore Institute of Directors. The Independent Directors also attended a one-day course on ESG and Materiality Reporting conducted by the Singapore Management University. The costs of training are borne by the Manager. Training for the Directors were supplemented with periodic formal reports, including a portfolio virtual tour overview, to ensure their understanding of MUST’s property portfolio and the U.S. office real estate market, its trends and the economic environment. 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 at least five days prior to Board and Board Committee 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. The Directors are provided with tablet devices to enable them to access meeting materials prior to the Board and Board Committee meetings (including complete and adequate background information and explanatory updates on the affairs of MUST) 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. However, papers containing sensitive matters may be tabled at the meetings itself or discussed without any papers being distributed. On occasions, printed copies of the Board and Board Committee meeting materials are provided upon request. The Directors are also able to review and approve written resolutions on the tablet devices via a secured board portal. 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, 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 attends to the administration of corporate secretarial matters and ensures all Board procedures and requirements of the Companies Act 1967 and the Listing Manual are complied with. 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.