The Board meets regularly to review the performance of MUST. The financial results of MUST are also reviewed by the Board before dissemination to Unitholders via SGXNet within the reporting deadlines stipulated in the Listing Manual. In presenting the financial reports, the Board aims to provide a balanced and understandable assessment of MUST’s performance, position and prospects. Access to Independent Advisers The Directors, whether as a group, individually or via board committees, are entitled to access external independent advisers and take independent professional advice at the expense of the Manager and without requiring management's approval, in furtherance of their duties and where circumstances warrant the same. Company Secretary The Board has separate and independent access to senior management and the company secretary at all times. The company secretary attends to the administration of corporate secretarial matters and ensures all Board procedures and requirements of the Companies Act 1967 and the Listing Manual are complied with. The company secretary also attends all Board and Board Committee meetings. The appointment and removal of the company secretary are subject to the approval of the Board as a whole. Conflict of Interest The Board recognises that the Directors are fiduciaries, and are collectively and individually obliged at all times to act honestly and with due diligence, and objectively in the best interests of MUST. Consistent with this principle, the Board is committed to ensuring proper accountability within management. Further, the Directors must have appropriate experience and expertise to manage MUST’s business. The Manager requires that its Directors disclose their interests in transactions and any conflicts of interests. The Directors recuse themselves from any discussions and decisions involving the issues of conflict. Each of the Directors has complied with the above. BOARD COMPOSITION AND GUIDANCE Principle 2 The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company. Annual Review of Board Size and Composition The Board is represented by members with a broad range of commercial experience including expertise in funds management, audit and accounting and the real estate industry. Each Director of the Manager has been appointed on the basis of his/her professional experience and ability to contribute to the proper guidance of MUST. Save in relation to Mr Marc Lawrence Feliciano as disclosed below, none of the Directors of the Manager are related to one another, the Manager, any related corporations, substantial shareholder or officers of the Manager or any substantial Unitholder. The Board comprises five Non-Executive Directors, of whom three are independent. This enables the management to benefit from their external, diverse and objective perspective on issues that are brought before the Board. It also enables the Board to interact and work with the management through a robust exchange of ideas and views to help shape the strategic planning process. This, together with a clear separation of the roles of the Chairman and the CEO, provides a healthy professional relationship between the Board and the management, with clarity of roles and robust oversight as they deliberate on the business activities of the Manager. The NRC reviews from time to time the size and composition of the Board and each Board Committee, with a view to ensuring that the size is appropriate in facilitating effective decision making, and that the composition reflects a strong independent element as well as balance and diversity of thought and background. The review considers the scope and nature of MUST’s operations, and the competition that MUST faces. The Board’s policy on diversity and composition, including its objectives and progress made towards implementation, is described under the section “Board Membership” on page 120. CORPORATE GOVERNANCE 116 | MANULIFE US REIT
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