Manulife US REIT - Annual Report 2021

MANULIFE US REIT 128 Corporate Governance In respect of FY2021, the Board has received assurance from: (a) the CEO and CFO of the Manager that the financial records of MUST have been properly maintained and the financial statements for the financial year ended 31 December 2021 give a true and fair view of MUST’s operations and finances; and (b) the CEO and CFO of the Manager (being the key management personnel responsible for risk management and internal control systems) that MUST’s internal controls, including financial, operational, compliance and information technology controls and risk management systems are adequate and effective. Based on the risk management and internal control systems established and maintained by the Manager, reviews conducted by MUST’s internal auditors and external auditors as well as management and the ARC’s review of the above assurance from the CEO and CFO pursuant to Rule 1207(10) of the Listing Manual, the Board, with the concurrence of the ARC, is of the opinion that MUST’s risk management systems and systems of internal controls were adequate and effective in addressing financial, operational, compliance and information technology risks for the financial year ended 31 December 2021. Whistle-Blowing Policy The Manager has put in place a whistle-blowing policy which sets out the procedures for its employees and any other persons to make a report to the Manager on misconduct or wrongdoings relating to the Manager and its officers, and serves to encourage its employees to raise concerns about possible improprieties in matters of financial reporting and other malpractices (including fraud, corruption, bribery or blackmail, criminal offences, failure to comply with a legal or regulatory obligation, miscarriage of justice, endangering the health and safety of an individual and concealment of any of the aforementioned) in confidence. The Whistle-Blowing Policy is available on MUST’s website at http:// www.manulifeusreit.sg/about.html. The objective of this policy is to encourage the reporting of such matters so that employees or external parties making any reports in good faith will be able to do so with the confidence that they will be treated fairly and, to the extent possible, be protected from reprisal. The Manager is committed to ensuring protection of the whistle-blower against detrimental or unfair treatment. The ARC is designated as an independent function to investigate all whistle-blowing reports made in good faith at its scheduled meetings. Independent, thorough investigation and appropriate follow-up actions are taken. Concerns about illegal, unprofessional, fraudulent or other unethical behaviour may be referred to the ARC Chairman or the Ethics Hotline at www.manulifeethics.com. The ethics hotline is a phone and web-based communications tool operated by an independent company, keeping the whistle-blower’s identity confidential. The Manager ensures that the identity of the whistle-blower is kept confidential. Any concerns which are not resolved by these channels may be raised with the Lead Independent Director of the Manager, or Manulife’s Global Compliance Chief or General Counsel may be contacted. Accounting and auditing complaints or concerns may be forwarded in a sealed envelope on an anonymous basis, addressed to the ARC Chairman. Following a review of the complaint or concern, the ARC Chairman, where appropriate, will take steps to have the matter investigated and, if warranted, will request that the Board and management implement corrective measures. The ARC is responsible for oversight and monitoring of all matters regarding whistle-blowing. No whistle-blowing incident was reported for FY2021. Dealings in Units Each Director and the CEO of the Manager has to give notice to the Manager of any acquisition of Units or of changes in the number of Units which he/she holds or in which he/she has an interest, within two business days after such acquisition or the occurrence of the event giving rise to changes in the number of Units which he/she holds or in which he/she has an interest. All dealings in Units by the Directors and the CEO of the Manager will be announced via SGXNet. The Directors and employees of the Manager are encouraged, as a matter of internal policy, to hold Units but are prohibited from dealing in the Units: • in the period commencing one month before the public announcement of MUST’s results and property valuations, in a prescribed embargo period immediately preceding, and up to the time of each public announcement of MUST’s financial results and property valuations during a financial year; • at any time while in possession of price sensitive information.