The Board has reserved authority to approve certain matters which have been clearly communicated to management in writing and these include, among others: 1. acquisitions and divestments; 2. equity fund raising and new debt financing; 3. income distributions and other returns to Unitholders; and 4. matters which involve a conflict of interest for a controlling Unitholder or a Director. Matters requiring Board approval are disclosed in MUST’s Annual Report, as required of an issuer listed on the SGX-ST in accordance with Provision 1.3 of the CG Code. Meetings of Board and Board Committees Directors attend and actively participate in Board and Board Committee meetings. The Board meets regularly to deliberate the strategies of MUST, including approval of material transactions such as acquisitions and divestments (taking into consideration the recommendations of the ARC), funding and hedging activities, approval of the annual budget and review of its performance. The Board or the relevant Board Committee will also review MUST’s key financial risk areas and the outcome of such reviews will be disclosed in the Annual Report or where the findings are material, immediately announced via SGXNet. Board and Board Committee meetings are scheduled prior to the start of each financial year in consultation with the Directors to allow Directors to plan ahead to attend such meetings, so as to maximise participation. Where exigencies prevent a Director from attending a Board meeting in person, the Constitution of the Manager permits the Directors to participate via audio or video conference. All of the meetings of the Board and Board Committees for FY2024 have been held in physical format in the Manager’s office in Singapore. The Board and Board Committees may also make decisions by way of resolutions in writing. In each meeting, where matters requiring the Board’s approval are to be considered, all members of the Board attend and actively participate in the deliberations and discussions, and resolutions in writing are circulated to all Directors for their consideration and approval. The exception is where a Director has a conflict of interest in a particular matter, in which case he/she will be required to recuse himself/herself from the deliberations and abstain from voting on the matter. This principle of collective decisions adopted by the Board ensures that no individual influences or dominates the decision-making process. In view of the responsibilities of a Director, in regard to those Directors who possess multiple board representations, each of such Directors confirms he/she is able to devote sufficient time and attention to adequately perform and discharge his/her duties as Director of the Manager. As part of its annual effectiveness review, the Board has confirmed that each Director is not “overboarded”, i.e., not sitting on an excessive number of Boards. In-Camera Session 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 (and Board Committee meeting where necessary) for closed door discussions between the Directors without the presence of management and feedback, if any, is provided to the Chief Executive Officer (CEO) and management. In addition to regular scheduled meetings, the Board and Board Committees may also hold ad hoc meetings as required by business imperatives. A total of 3 Board meetings, 5 ARC meetings and 4 NRC meetings were held in FY2024. All Directors are invited to attend scheduled Board Committee meetings even if they are not a Committee member. The key deliberations and decisions taken at Board and Board Committee meetings are recorded in writing in the minutes of meeting. The Independent Directors, led by the Lead Independent Director or other Independent Director as appropriate, meet regularly without the presence of management. The Chairman of such meetings provides feedback to the Board and/or management as appropriate. A record of the Directors’ attendance at Board and Board Committee meetings as well as the Annual General Meeting (AGM) held in FY2024 is set out below. All Directors attended all meetings in FY2024, and all Directors voted on each resolution where applicable. CORPORATE GOVERNANCE 114 | MANULIFE US REIT
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