Manulife US REIT - Annual Report 2021

MANULIFE US REIT 124 Corporate Governance Board Performance Principle 5 The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board committees and individual directors. The NRC recommends for the Board’s approval, and the Board undertakes a process for the evaluation of the effectiveness of the Board as a whole, and of each Board Committee separately, as well as the contribution by the Chairman and each individual director to the Board. The evaluation process for FY2021 was facilitated by Boardroom Corporate & Advisory Services Pte. Ltd. (Boardroom). Save for Boardroom’s appointment as external facilitator to conduct the Board evaluation and as MUST’s Registrar, Boardroom does not have any other connection with the Manager or any of the Directors. On an annual basis, all Directors are requested to complete the Board Performance Questionnaire and all respective Board Committee members are also requested to complete the ARC and NRC Performance Questionnaires. Each year, the format of the evaluations are alternated between a full set of questionnaires drafted largely based on the CG Code and a set of specific issues which had been identified in the preceding year’s performance evaluations as having potential room for further improvements. For FY2021, the evaluations were based on a set of specific issues which had been identified in the preceding year’s performance evaluations as having potential room for further improvements. The full set of questionnaires used for the preceding year and the scope included (1) Board composition, (2) Board processes, internal control & risk management, (3) Board access to information, (4) Board accountability and committee effectiveness. The survey also required the Board to consider whether the creation of value for Unitholders has been taken into consideration in its decision-making process. In addition, each Director is requested to rate their peers and themselves annually on areas including interactive skills, knowledge and directors’ duties. The results of the survey are first reviewed by the NRC Chairman and subsequently presented and deliberated by the Board, and all necessary follow-up actions will be undertaken with a view to enhance the effectiveness of the Board in the discharge of its duties and responsibilities. Based on the Board assessment exercise, the Board is of the view that it has met its performance objectives, and that each of its members is contributing to the overall effectiveness of the Board. (B) Remuneration Matters Procedures for Developing Remuneration Policies Principle 6 The Board has a formal and transparent procedure for developing policies on director and executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration. Level and Mix of Remuneration Principle 7 The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the company, taking into account the strategic objectives of the company. Disclosure on Remuneration Principle 8 The company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation.