BOARD MEMBERSHIP Principle 4 The Board has a formal and transparent process for the appointment and reappointment of directors, taking into account the need for progressive renewal of the Board. NRC To ensure the long-term effectiveness of the Board, the Manager has established an NRC at the outset to make recommendations to the Board for the appointment and reappointment of each Director. The NRC’s written terms of reference, as approved by the Board, set out its scope of authority and responsibilities in performing its functions. The NRC comprises four Directors, the majority of whom are independent. The members of the NRC as at 31 December 2024 were: 1. Mrs Karen Tay Koh (Chairman) 2. Mr Marc Lawrence Feliciano 3. Professor Koh Cher Chiew Francis 4. Dr Choo Kian Koon Under its terms of reference, the NRC’s responsibilities include: • developing a process and the criteria for evaluation of the performance of the Board, its Board Committees and Directors; • reviewing the training and professional development programmes for the Board; • the appointment and reappointment of Directors (including alternate Directors, if applicable), having regard to the composition and progressive renewal of the Board and each Director’s competencies, commitment, contribution and performance including, if applicable, as an Independent Director; • reviewing and making recommendations to the Board on succession plans for the appointment and/or replacement of the CEO and key management personnel; • determining annually, and as and when circumstances require, if a Director is independent; and • deciding if a Director is able to and has been adequately carrying out his/her duties as a Director of the company, taking into consideration the Director’s principal commitments. Process for Appointment of New Directors, Renewal of the Board and Succession Planning for the Board The NRC is responsible for reviewing the succession plans for the Board (in particular the appointment and/or replacement of the Chairman of the Board), Board Committees and senior management (including the CEO). In this regard, it has put in place a formal process for the renewal of the Board, including the re-election of Directors to the Board once every two years, and the selection of new Directors. Each Director provides an annual confirmation that he/she is “fit and able” and consents to continue in office and submit himself/herself for nomination and re-election as a Director of the Manager on a rotational basis. In relation to the appointment of new Directors, the NRC also ensures that new Directors are aware of their duties and obligations. The NRC leads the process and makes recommendations to the Board as follows: 1. the NRC reviews annually the balance and diversity of skills, experience, gender and knowledge required by the Board and the size of the Board which would facilitate decision-making; 2. in light of such review and in consultation with management, the NRC assesses if there are any inadequate representations in respect of those attributes and if so, prepares a description of the role and the essential and desirable competencies for a particular appointment; CORPORATE GOVERNANCE 120 | MANULIFE US REIT
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