Pursuant to the CG Code Practice Guidance, the NRC and the Board also consider the following circumstances whereby a director should also be deemed to be non-independent: (i) a director, or a director whose immediate family member, in the current or immediate past financial year, provided to or received from the Manager, MUST or any of its subsidiaries any significant payments or material services (which may include auditing, banking, consulting and legal services), other than compensation for board service. The amount and nature of the service, and whether it is provided on a one-off or recurring basis, are relevant in determining whether the service provided is material. As a guide, payments aggregated over any financial year in excess of S$50,000 should generally be deemed significant; (ii) a director, or a director whose immediate family member, in the current or immediate past financial year, is or was, a substantial shareholder or a partner in (with 5% or more stake), or an executive officer of, or a director of, any organisation which provided to or received from the Manager, MUST or any of its subsidiaries any significant payments or material services (which may include auditing, banking, consulting and legal services). The amount and nature of the service, and whether it is provided on a one-off or recurring basis, are relevant in determining whether the service provided is material. As a guide, payments aggregated over any financial year in excess of S$200,000 should generally be deemed significant irrespective of whether they constitute a significant portion of the revenue of the organisation in question; or (iii) a director who is or has been directly associated with a substantial shareholder of the Manager, a substantial Unitholder of MUST, in the current or immediate past financial year. In this respect, the Manager is satisfied that each of the three aforementioned IDs satisfies the above criteria of independence as set out herein. For the purposes of Regulation 13E(b)(ii) of the SF(LCB)R, the Board of the Manager is satisfied that as at the last day of FY2024, Mr Marc Lawrence Feliciano was able to act in the best interests of all the Unitholders of MUST as a whole. CHAIRMAN AND CHIEF EXECUTIVE OFFICER Principle 3 There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making. The positions of Chairman of the Board and CEO are separately held by two persons in order to maintain an effective check and balance. The Chairman of the Board is Mr Marc Lawrence Feliciano, while the CEO is Mr John Casasante. The Chairman and the CEO are not immediate family members. There is a clear separation of the roles and responsibilities between the Chairman and the CEO of the Manager. The Chairman is responsible for the overall management of the Board as well as ensuring that the Directors and the management work together with integrity and competency, and that the Board engages the management in constructive debate on strategy, business operations, enterprise risk and other plans. The Chairman also presides over the AGM and other general meetings, ensuring constructive dialogue between the Unitholders, the Board and Management. The CEO has full executive responsibilities over the business directions and operational decisions in the day-to-day management of the Manager. This 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. In accordance with Provision 3.3 of the CG Code, Professor Koh Cher Chiew Francis is appointed as the Lead Independent Director as the Chairman is not independent. The Lead Independent Director is available to the Board and Unitholders where they have concerns, and for which contact through the normal channels of communication with the Chairman or management has failed to resolve or is inappropriate or inadequate. As the Lead Independent Director, Professor Koh Cher Chiew Francis has the discretion to hold meetings with the IDs (without the presence of management) as he deems appropriate or necessary, and he will provide feedback to the Chairman, where appropriate. Contact details of the Lead Independent Director are available on MUST’s website at http://www.manulifeusreit.sg/contact.html. ANNUAL REPORT 2024 | 119
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