MFC Code of Business Conduct and Ethics The Manager has adopted the MFC Code of Business Conduct and Ethics, which affirms MUST’s commitment to ethical conduct, compliance with all applicable laws, and the avoidance of potential or actual conflicts of interest. It underscores MUST’s dedication to setting the appropriate tone from the top and desired organisation culture to ensure proper accountability. All Directors and employees of the Manager are subject to this code and must complete annual training and certification of their compliance with the code. The MFC Code of Business Conduct and Ethics is available at https:// www.manulifeusreit.sg/about#policy_procedure. Board Committees To assist the Board in discharging of its oversight function, the Audit and Risk Committee (ARC), and the Nominating and Remuneration Committee (NRC), have been constituted with written terms of reference setting out their compositions, authorities and duties, including reporting back to the Board, and play important roles in ensuring good corporate governance. All terms of reference are reviewed and updated as and when necessary to ensure their continued relevance. Notwithstanding the delegation of authority to the Board Committees, the ultimate responsibility for decision-making and oversight rests with the Board as a whole. The terms of reference, and a summary of each committee’s activities, are disclosed in the subsequent sections of this corporate governance report. Each of these Board Committees operates under delegated authority from the Board, with the Board retaining overall oversight. The Board may form other Board Committees as dictated by business imperatives. Membership of the various Board Committees is managed to ensure an equitable distribution of responsibilities among Board members, to maximise the effectiveness of the Board and to foster active participation and contribution from Board members. Diversity of experience and appropriate skills are considered in the composition of the respective Board Committees. As at the date of this Annual Report, the compositions of the Board Committees are as follows: Board Committee Composition Members ARC • 3 members • 2 out of 3 members (including the ARC Chairman) are independent non-executive Directors • Professor Koh Cher Chiew Francis (ARC Chairman) • Ms Veronica Julia McCann • Mrs Karen Tay Koh NRC • 4 members • 3 out of 4 members (including the NRC Chairman) are independent non-executive Directors • Lead Independent Director forms part of the NRC • Mrs Karen Tay Koh (NRC Chairman) • Mr Marc Lawrence Feliciano • Professor Koh Cher Chiew Francis • Dr Choo Kian Koon Internal Limits of Authority The Manager has also adopted a set of internal controls which sets out the level of authorisation and financial authority limits for capital expenditure, investments, divestments, bank borrowings and issuance of debt instruments. Transactions and matters which require the approval of the Board are clearly set out in the internal guidelines and clearly communicated to Management in writing. Appropriate delegations of authority and approval sub-limits are also provided at Management level to facilitate operational efficiency. The Board has reserved authority to approve certain matters including: 1. acquisitions, investments and divestments; 2. equity fund raising and new debt financing; 3. income distributions and other returns to Unitholders; and 4. matters which involve a conflict of interest for a controlling Unitholder or a Director. Matters requiring Board approval are disclosed in MUST’s Annual Report, as required of an issuer listed on the SGX-ST in accordance with Provision 1.3 of the CG Code. CORPORATE GOVERNANCE / 66 / EXPANDING HORIZONS
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