The NRC and the Board have given assurance that the level and structure of remuneration of Directors align with the longterm interests and risk management policies of MUST, and are also of the view that the same is appropriate and proportionate to the sustained performance and value creation of MUST, taking into account the strategic objectives of MUST for FY2024. Annual Remuneration Report The Manager is cognisant of the requirements under MAS’ Notice to All Holders of a CMS Licence for REIT Management to disclose: (a) the remuneration of the CEO and each individual Director on a named basis; and (b) the remuneration of at least the top five executive officers (which shall not include the CEO and executive officers who are Directors), on a named basis, in bands of S$250,000. Provision 8.1 of the CG Code requires an issuer to disclose the CEO’s exact remuneration amount and the requisite remuneration band for each of the other key management personnel (who are not also Directors or the CEO). The Manager has assessed carefully and decided not to disclose the aggregate total remuneration paid to the top five executive officers (which shall not include the CEO and executive officers who are Directors) for the following reasons: • remuneration matters are highly confidential and sensitive; • with keen competition for the limited talent pool in the Singapore REIT management industry, such disclosures may result in talent retention issues; • the Manager is of the view that such non-disclosure will not be prejudicial to the interests of Unitholders as the information provided regarding the Manager’s remuneration policies, structure and composition of remuneration and procedures for determining remuneration is sufficient to enable Unitholders to understand the alignment of remuneration paid to the key executive officers with the performance of MUST and value creation for Unitholders; and • remuneration of the Manager’s key executive officers is paid out of the fees which the Manager receives from MUST and not by MUST. The Manager is of the view that its practice of disclosing the aforementioned information and the other disclosures in this Report is consistent with the intent of Principle 8 of the CG Code and provides sufficient information and transparency to the Unitholders on the Manager’s remuneration policies and the level and mix of remuneration, the procedure for setting remuneration and the relationship between remuneration, performance and value creation. The framework for determining the Directors’ fees is set out in the table below. Position Annual Fee Chairman of the Board* – Board Member S$60,000 Lead Independent Director S$15,000 Chairman of the Audit and Risk Committee S$30,000 Chairman of the Nominating and Remuneration Committee S$24,000 Audit and Risk Committee Member S$17,500 Nominating and Remuneration Committee Member S$12,500 *As the Chairman is an employee of the Sponsor Group, no fee is budgeted and payable by the Manager. Note: Attendance fee on a per day basis is payable for participation in meetings of the Board/Board Committees, project meetings and verification meetings, regardless of the number of meetings held on the same day. Attendance fees are payable on a per day basis of up to a maximum of S$22,000 per annum and each Director may receive up to 20% of his/her fee in the form of Units. CORPORATE GOVERNANCE 126 | MANULIFE US REIT
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