Manulife US REIT - Annual Report 2021

ANNUAL REPORT 2021 121 Board of Directors Hsieh Tsun-Yan 1 Koh Cher Chiew Francis Veronica Julia McCann Choo Kian Koon Karen Tay Koh Michael Floyd Dommermuth 1 Stephen James Blewitt 1 (v) had not been a substantial shareholder of the Manager or a substantial unitholder of MUST during FY2021 √ √ √ √ √ √ √ (vi) has not served as a director of the Manager for a continuous period of nine years or longer as at the last day of FY2021 √ √ √ √ √ √ √ 1 Mr Hsieh Tsun-Yan is an appointed Director to the Board of MFC, the ultimate parent of the Manager. MFC is also a deemed substantial unitholder of MUST. Mr Michael Floyd Dommermuth and Mr Stephen James Blewitt are employed by subsidiaries of MFC. As such, during FY2021, each of them is deemed (a) to have a management relationship with the Manager and MUST; and (b) connected to a substantial shareholder of the Manager and substantial unitholder of MUST. For the purposes of Regulation 13E(b)(ii) of the SF(LCB)R, the Board of the Manager is satisfied that as at the last day of FY2021, each of Mr Hsieh Tsun-Yan, Mr Michael Floyd Dommermuth and Mr Stephen James Blewitt were able to act in the best interests of all the Unitholders of MUST as a whole. To facilitate open discussions and the review of the performance and effectiveness of management, time is set aside at the end of every Board meeting for closed door discussions between the Directors, led by the Lead Independent Director or other Independent Directors as appropriate, without the presence of management and feedback, if any, is provided to the CEO and management. Chairman and Chief Executive Officer Principle 3 There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making. The positions of Chairman of the Board and CEO are separately held by two persons in order to maintain an effective check and balance. The Chairman of the Board is Mr Hsieh Tsun-Yan, while the CEO is Ms Jillian Avis Kathryn Smith. The Chairman and the CEO are not immediate family members. There is a clear separation of the roles and responsibilities between the Chairman and the CEO of theManager. The Chairman is responsible for the overall management of the Board as well as ensuring that the Directors and the management work together with integrity and competency, and that the Board engages the management in constructive debate on strategy, business operations, enterprise risk and other plans. The CEO has full executive responsibilities over the business directions and operational decisions in the day-to-day management of the Manager. This 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. In accordance with Provision 3.3 of the CG Code, Professor Koh Cher Chiew Francis is appointed as the Lead Independent Director as the Chairman is not an Independent Director. The Lead Independent Director is available to the Board and Unitholders where they have concerns and for which contact through the normal channels of communication with the Chairman or management has failed to resolve or are inappropriate or inadequate. As the Lead Independent Director, Professor Koh Cher Chiew Francis has the discretion to hold meetings with the Independent Directors (without the presence of management) as he deems appropriate or necessary, and he will provide feedback to the Chairman, where appropriate. Contact details of the Lead Independent Director are available on MUST’s website at http://www.manulifeusreit.sg/contact.html.