Directors who have no prior experience as a director of an issuer listed on the SGX-ST are provided with training on the roles and responsibilities of a listed issuer in accordance with Rule 210(5)(a) of the Listing Manual. No new Directors were appointed during FY2025. Access to Information The Board and Management fully appreciate that fundamental to good corporate governance is an effective and robust Board whose members engage in open and constructive debate and challenge Management on its assumptions and proposals and that for this to happen, the Board must be kept well informed of MUST’s businesses and affairs and be knowledgeable about the industry in which the businesses operate. Management provides the Board with complete, adequate and timely information at least five days prior to Board and Board Committee meetings and on an ongoing basis through regular updates on financial results, market trends and business developments so as to enable the Board to effectively discharge its duties and responsibilities. The Directors are provided with tablet devices to enable them to access meeting materials prior to the Board and Board Committee meetings (including complete and adequate background information and explanatory updates on the affairs of MUST) so that the respective Board Committees and Board members have sufficient time to review the information provided to enable them to make informed decisions to discharge their duties and responsibilities. However, papers containing sensitive matters may be tabled at the meetings or discussed without any papers being distributed. On occasions, printed copies of the Board and Board Committee meeting materials are provided upon request. The Directors are also able to review and approve written resolutions on the tablet devices via a secured board portal. Independent Judgement All Directors are fiduciaries who act objectively and exercise independent judgment in the best interests of MUST and hold Management accountable for performance. When reviewing Management’s proposals or decisions, the Directors bring their objective independent judgment to bear on business activities and transactions involving conflicts of interest and other complexities. All Directors have discharged this duty consistently well. Access to Independent Advisers The Directors, whether as a group, individually or via board committees, are entitled to access external independent advisers and take independent professional advice at the expense of the Manager and without requiring Management's approval, in furtherance of their duties and where circumstances warrant the same. Company Secretary The Board has separate and independent access to Management and the Company Secretary at all times, and are also provided with the names and contact details of key executive officers and the Company Secretary to facilitate direct access. The Company Secretary administers, attends and prepares minutes of the Board proceedings. She assists the Chairman to ensure that Board procedures (including but not limited to assisting the Chairman to ensure timely and good information flow to the Board and its Board Committees, and between Management and the Directors) are followed and regularly reviewed to ensure effective functioning of the Board and that the Manager’s Constitution and relevant rules and regulations are complied with. The Company Secretary also assists the Chairman and the Board to implement good corporate governance practices and processes with a view to enhancing long-term Unitholder value. She is also the primary channel of communication between MUST and SGX-ST. The appointment and removal of the Company Secretary are subject to the approval of the Board as a whole. Conflict of Interest All Directors are required to promptly disclose any conflict of interest, whether direct or indirect, in relation to a transaction or proposed transaction with MUST or the Manager as soon as practicable after the relevant facts have come to his/her knowledge, and recuse themselves when the conflict-matter is discussed unless the Board is of the opinion that his/her presence and participation is necessary to enhance the efficacy of such discussion, and abstain from voting in relation to conflict-related matters. Each of the Directors has complied with the above. BOARD COMPOSITION AND GUIDANCE Principle 2 The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company. Annual Review of Board Size and Composition The Board is represented by members with a broad range of commercial experience including expertise in funds management, audit and accounting and the real estate industry. Each Director of the Manager has been appointed on the basis of his/her professional experience and ability to contribute to the proper guidance of MUST. Save in relation to Mr Marc Lawrence Feliciano as disclosed below, none of the Directors of the Manager are related to one another, the Manager, any related corporations, substantial shareholder or officers of the Manager or any substantial Unitholder. / 69 / MANULIFE US REIT
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