Towards this end, the Board has approved and adopted, with the recommendation of the NRC, a Board Diversity Policy which sets out the Manager’s approach to achieve diversity on the Board. The Board Diversity Policy provides for the Board to comprise talented and dedicated Directors with a diverse mix of expertise, experience, perspectives, skills and backgrounds, with due consideration given to diversity factors, including but not limited to, diversity in the business or professional experience, age and gender. The Board believes in diversity and values the benefits that diversity can bring to the Board in its deliberations by avoiding groupthink and fostering constructive debate. Diversity enhances the Board’s decision-making capability and ensures that the Manager has the opportunity to benefit from all available talent and perspectives. The Board Diversity Policy is available on MUST’s website at https://www.manulifeusreit.sg/about#policy_procedure. Under the Board Diversity Policy, the NRC, in carrying out its duties of determining the optimal composition of the Board in its Board renewal process and addressing Board vacancies, identifies possible candidates that bring a diversity of background and opinion from amongst candidates with the appropriate background and industry or related expertise and experience. In identifying potential candidates and making recommendations of board appointments to the Board, the NRC considers, among others, achieving an appropriate level of diversity in the Board composition having regard to diversity factors such as age, ethnicity, cultural background, educational background, industry knowledge as well as business and professional backgrounds of its members. Gender diversity is also considered an important aspect of diversity. The NRC will also consider relevant legal and regulatory requirements, such as those relating to residency and independence, in order to arrive at an optimum balanced composition of the Board. In its annual review of the Board’s composition, the NRC expressly considers and includes a commentary to the Board on the subject of diversity in the composition of the Board, including gender diversity. In this regard, the NRC is of the opinion that the Board’s current size is appropriate with an appropriate balance and diversity of skills, talents, experience and backgrounds, taking into account the objectives of the Board Diversity Policy and MUST’s business needs and plans, for effective decisionmaking and constructive debate. The collective diversity, backgrounds and skillsets of the Board members serve to optimally support the business growth as well as the effective and sound governance of MUST and its subsidiaries. In line with the Board Diversity Policy, the current Board comprises five members who are corporate and business leaders, and are professionals with varied background, expertise and experience, including in finance, banking, real estate, investment, accounting, risk management and international backgrounds. By way of elaboration on the balance and diversity of skills, talents, experience and backgrounds of the members of the Board, (i) Professor Koh Cher Chew Francis holds considerable investment management and executive development experience, including significant direct investment expertise in relation to the Asia region; (ii) Dr Choo Kian Koon brings with him expansive corporate real estate management and leadership experience, which includes in-country experience with other listed issuers and REITs; (iii) Ms Veronica Julia McCann holds considerable banking, finance and corporate management and leadership experience; (iv) Mrs Karen Tay Koh holds considerable public and private sector multinational corporate and financial leadership and management experience, including significant regulatory experience; and (v) Mr Marc Lawrence Feliciano brings with him considerable corporate and real estate investment leadership expertise and work experience, including public and private real estate equity and debt experience. He led the loan restructuring and MUST’s Recapitalisation Plan negotiations and also possesses significant in-country experience and expertise for the U.S. market, where MUST’s portfolio is located. The collective diversity, backgrounds and skillsets of the Board members serve to optimally support the business growth as well as the effective and sound governance of MUST and its subsidiaries. The Board had in 2020 set out the objective in the Board Diversity Policy to increase the number of Independent Directors that are female to 40.0% to achieve greater gender parity. Currently, 40.0% of the Board comprises female directors, and 33.3% of the Independent Directors are female. Prior to the re-designation of Ms Veronica Julia McCann as a non-independent director on 17 June 2024¹ (as she had been appointed for nine years), the number of independent directors that are female was 40.0% from 2020 to 17 June 2024. The Manager, MUST and NRC remain committed to implementing the Board Diversity Policy and ensuring that MUST’s diversity policies and goals are sustainably met to make certain that gender parity will be achieved. The Board will, taking into consideration the recommendations of the NRC, review and agree annually the qualitative and measurable quantitative objectives for achieving diversity on the Board. At the recommendation of the NRC and in recognition of the merits of gender diversity, the Board has committed to a Board Diversity Policy in achieving its target of 40.0% of the Independent Directors being female, by ensuring that female candidates are included for consideration when identifying suitable candidates for new CORPORATE GOVERNANCE 1 Re-designation occurred pursuant to the SF(LCB)R and Listing Rule 210(5)(d) which states a director is no longer considered independent if such director has been a director for nine years or more. 122 | MANULIFE US REIT
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