Manulife US REIT - Annual Report 2021

ANNUAL REPORT 2021 123 The NRC’s responsibilities also include: • developing a process and the criteria for evaluation of the performance of the Board, its Board Committees and Directors; • reviewing the training and professional development programmes for the Board; • the appointment and reappointment of Directors (including alternate Directors, if applicable), having regard to the composition and progressive renewal of the Board and each Director’s competencies, commitment, contribution and performance including, if applicable, as an Independent Director; • determining annually, and as when circumstances require, if a Director is independent; and • deciding if a Director is able to and has been adequately carrying out his duties as a Director of the company, taking into consideration the Director’s principal commitments; Provision 4.5 of the CG Code requires listed companies to disclose the listed company directorships and principal commitments of each director in the Annual Report and where a director holds a significant number of such directorships and commitments, it provides the Board’s reasoned assessment of the ability of the director to diligently discharge his/her duties. The Board believes that it is not practicable to impose a limit on the maximum number of listed company board representations each Director may hold or stipulate the amount of time that each Director should devote to the affairs of the Manager. The effectiveness of the Board and contributions of each Director cannot be assessed solely on a quantitative basis. The number of listed company directorships and principal commitments of each Director, such as whether they are in full-time employment and the nature of their other responsibilities, are considered on a case-by-case basis and taken into account in the NRC’s and the Board’s assessment of the ability of each Director to diligently discharge his/her duties as a Director. A Director with multiple directorships and significant commitments is expected to ensure that sufficient attention can be given to the affairs of the Manager. A Director’s capacity is determined by metrics such as his/her attendance at Board and Board Committee meetings and contributions to the effective supervision of MUST. By taking the above measures, the practices of MUST remain consistent with the aims and philosophies of Principle 4 of the CG Code. Each Director is or has been a senior executive and has knowledge about, and/or experience in, serving as Director of listed corporations. Further, each of the Directors confirms that he/she is able to devote sufficient time to discharge his/her duties as Director of the Manager. The Board seeks to ensure that the composition of the Board provides an appropriate balance and diversity of skills, experience and knowledge of the industry and that the Directors, as a group, have the necessary core competencies relevant to MUST’s business. The current Board comprises individuals who are business leaders and professionals with financial, banking, real estate, investment, accounting, risk management and international backgrounds. The Board recognises the benefits of having a diverse Board. Diversity in the Board’s composition not only contributes to the quality of its decision-making through diversity of perspectives in its boardroom deliberations, the varied backgrounds of the Directors also enable management to benefit from their respective expertise and diverse backgrounds. Towards this end, the Board has approved and adopted, with the recommendation of the NRC, a Board Diversity Policy which sets out the Manager’s approach to achieve diversity on the Board. The Board Diversity Policy is available on MUST’s website at http://www.manulifeusreit.sg/about.html. Under the Board Diversity Policy, the NRC will, in identifying qualified candidates for nomination to the Board, consider prospective candidates based on merit, having regard to competencies, expertise, skills, background and other qualities, which have been identified from time to time by the Board as being important in fostering a diverse and inclusive culture which solicits multiple perspectives and views and is free of conscious or unconscious bias and discrimination. The NRC will also consider relevant legal and regulatory requirements, and give due consideration to characteristics such as gender, age, ethnicity, cultural background, educational background and industry knowledge in order to arrive at an optimum balanced composition of the Board. In 2020, the Board attained its objective set out in the Board Diversity Policy to increase the number of Independent Directors that are female to 40% to achieve greater gender parity. Currently, 50% of the Independent Directors are female. Consideration will continue to be given to the diversity of the entire Board with the objective that, over time, 33% of Directors will be female. The NRC will ensure that, in the nomination process, the pipeline of candidates will have at least one female out of every two candidates until the diversity goal is achieved. As part of the Board renewal process, the NRC will review these objectives from time to time and may recommend changes or may recommend additional objectives to achieve greater diversity.