The Manager is appointed in accordance with the terms of the Trust Deed constituting MUST dated 27 March 2015 (as amended, varied or supplemented from time to time) (the Trust Deed)1. The Trust Deed outlines certain circumstances under which the Manager can be removed, by notice in writing given by the Trustee upon the occurrence of certain events, including if the Unitholder by a resolution duly proposed and passed by a simple majority of Unitholders present and voting at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed. THE MANAGER’S CORPORATE GOVERNANCE FRAMEWORK AND CULTURE The Manager embraces the tenets of sound corporate governance, including accountability, transparency and sustainability. It is committed to enhancing long-term Unitholder value with appropriate people, processes and structure to manage the business of the Manager and deliver MUST’s long-term strategic objectives. The Board is responsible for establishing the Manager’s corporate governance standards and policies which set the tone at the top. The Manager adopts the Code of Corporate Governance 2018 (as amended from time to time)2 (the CG Code) issued by MAS as its benchmark for corporate governance policies and practices. The following sections describe the Manager’s main corporate governance policies and practices, with specific reference to the CG Code and its accompanying Practice Guidance. The Manager is pleased to share that MUST has complied with principles of the CG Code as well as complied in all material aspects with the provisions and practices in the CG Code. When there are any deviations from the provisions of the CG Code, appropriate explanations have been provided in this Annual Report. In 2025, MUST was ranked 13th in the REITs and Business Trusts category of the Singapore Governance and Transparency Index (SGTI). MUST also maintained its 5 Star rating in the 2025 GRESB3 Real Estate Assessment for the 8th consecutive year and attained the highest ‘A’ level for GRESB Public Disclosure, ranking 2nd out of 10 U.S. office peers. Please refer to the 2025 Highlights section on page 5 of the Sustainability Report 2025 for more details. (A) BOARD MATTERS THE BOARD’S CONDUCT OF AFFAIRS Principle 1 The company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the company. The Board, which comprises a majority of Independent Directors (IDs), is collectively responsible for the overall management and the corporate governance of MUST and the Manager, including establishing goals for Management and monitoring the achievement of these goals. The Board also sets the values and ethical standards of MUST. The Board seeks to ensure that the Manager manages MUST’s assets and liabilities for the benefit and in the best interests of Unitholders. All Board members participate in matters relating to corporate governance, business operations and risks, financial performance, and the nomination and review of the Directors. Role The principal functions of the Board are to: • provide entrepreneurial leadership and decide on matters in relation to MUST’s and the Manager’s activities of a significant nature, including decisions on strategic directions, guidelines and the approval of periodic plans and major investments and divestments; • oversee the business and affairs of MUST and the Manager, establish with Management the strategies and financial objectives (including appropriate focus on value creation, innovation and sustainability) to be implemented by Management and monitor the performance of Management and ensure that the Manager has necessary resources to meet its strategic objectives; • hold Management accountable for performance and ensure proper accountability within MUST and the Manager; • oversee processes for evaluating the adequacy and effectiveness of internal controls, risk management, financial reporting and compliance, and satisfy itself as to the adequacy and effectiveness of such processes; • be responsible for the governance of risk and ensure that Management maintains a sound system of risk management and internal controls, to safeguard the interests of MUST and its stakeholders; and • assume responsibility for corporate governance and ensure transparency and accountability to key stakeholder groups. 1 The Trust Deed is available for inspection by Unitholders at the registered office of the Manager during usual business hours and Unitholders should make an appointment with the Manager if they wish to do so. To schedule an appointment, please send an email to usreitinquiry@ manulifeusreit.sg. 2 The Code of Corporate Governance 2018 issued by MAS on 6 August 2018, as amended from time to time. 3 GRESB (formerly known as Global Real Estate Sustainability Benchmark) is an industry-led organisation that provides actionable and transparent ESG data to financial markets. / 65 / MANULIFE US REIT
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