Manulife US REIT - Annual Report 2021

ANNUAL REPORT 2021 119 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 also enables 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. The composition and size of the Board is reviewed regularly to ensure that the Board has the appropriate balance and mix of skills, knowledge, experience and other aspects of diversity such as gender and age, so as to avoid groupthink and foster constructive debate. The Board’s policy on diversity and composition, including its objectives and progress made towards implementation, is described under the section “Board Membership” on page 122. The current composition of the Board and Board Committees is set out below: Name of Directors Board ARC NRC Hsieh Tsun-Yan Chairman and Non-Executive Director – Member Koh Cher Chiew Francis Lead Independent Director Member Member Veronica Julia McCann Independent Director Chairman – Choo Kian Koon Independent Director – Chairman Karen Tay Koh Independent Director Member – Michael Floyd Dommermuth Non-Executive Director – – Stephen James Blewitt Non-Executive Director – – The Board reviews and assesses the independence of each Director in accordance with the CG Code and Regulations 13D to 13H of Securities and Futures (Licensing and Conduct of Business) Regulations (SF(LCB)R). Under the CG Code, an Independent Director means a director who is independent in conduct, character and judgement and has no relationship with the Manager, its related corporations or its officers and with substantial unitholders that could interfere or be reasonably perceived to interfere, with the exercise of the Director’s independent business judgement in the best interests of MUST.