CORPORATE GOVERNANCE The Manager has general powers of management over the assets of MUST. The Manager’s main responsibility is to manage MUST’s assets and liabilities for the benefit of Unitholders. The Manager sets the strategic direction of MUST and gives recommendations to DBS Trustee Limited (the Trustee), on the acquisition, divestment, development and/or enhancement of assets of MUST in accordance with its stated investment strategy. The Manager provides, amongst others, the following services to the REIT: • Investment: Formulating MUST’s investment strategy, including determining the location, sub-sector type and other characteristics of MUST’s property portfolio. Overseeing negotiations and providing supervision in relation to investments of MUST and making final recommendations to the Trustee. • Asset management: Formulating MUST’s asset management strategy, including determining the tenant mix, asset enhancement works and the rationalisation of operation costs. Providing supervision in relation to asset management of MUST and making final recommendations to the Trustee on material matters. • Capital management: Formulating the plans for equity and debt financing for MUST’s property acquisitions, distribution payments, expense payments and property maintenance payments. Executing the capital management plans, negotiating with financiers and underwriters and making final recommendations to the Trustee. • Accounting: Preparing accounts, financial reports and Annual Reports for MUST on a consolidated basis. • Compliance: Making all regulatory filings on behalf of MUST, and using its commercially reasonable best efforts to assist MUST in complying with the applicable provisions of the relevant legislations pertaining to the location and operations of MUST, the Listing Manual of the SGX-ST (the Listing Manual), the Trust Deed, any tax ruling and all relevant contracts. • Investor relations: Communicating and liaising with investors, analysts and the investment community. • Sustainability: Planning and executing MUST's sustainability strategy, including identifying and managing sustainability and climate-related risks and opportunities, preparing sustainability reports, and participating in ESG indexes for evaluation. The Manager holds a Capital Markets Services licence (CMS Licence) issued by the Monetary Authority of Singapore (MAS) for REIT management pursuant to the Securities and Futures Act. The Manager was appointed in accordance with the terms of the Trust Deed constituting MUST dated 27 March 2015 (as amended, varied or supplemented from time to time). The Trust Deed outlines certain circumstances under which the Manager can be removed, including by notice in writing given by the Trustee upon the occurrence of certain events, or by resolution passed by a simple majority of Unitholders present and voting at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed. THE MANAGER’S CORPORATE GOVERNANCE CULTURE The Manager observes the Code of Corporate Governance 2018 (CG Code) (last amended 11 January 2023) and is committed to continuous improvement in corporate governance. The Manager recognises that an effective corporate governance culture is fundamental to delivering success to MUST and ensuring Unitholders’ interests are met. This corporate governance report sets out the corporate governance practices for FY2024 with reference to the principles of the CG Code. For FY2024, MUST has complied with the principles and provisions of the CG Code in all material aspects and to the extent that there are any deviations from the provisions of the CG Code, the Manager will provide explanations for such a deviation and the details of the alternative practices which have been adopted by MUST, which are consistent with the intent of the relevant principle of the CG Code. The Manager also considers managing sustainability and climate-related risks and opportunities as part of its responsibilities. More details can be found in the Sustainability Report. 112 | MANULIFE US REIT
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