The Board consists of five members, three of whom are independent non-executive directors, in compliance with Provisions 2.2 and 2.3 of the CG Code. This enables Management to benefit from their external, diverse and objective perspective on issues that are brought before the Board. It also enables the Board to interact and work with Management through a robust exchange of ideas and views to help shape the strategic planning process. This, together with a clear separation of the roles of the Chairman and the CEO, provides a healthy professional relationship between the Board and Management, with clarity of roles and robust oversight as they deliberate on the business activities of the Manager. The NRC reviews from time to time the size and composition of the Board and each Board Committee, with a view to ensuring that the size is appropriate in facilitating effective decision making, and that the composition reflects a strong independent element as well as balance and diversity of thought and background. The review considers the scope and nature of MUST’s operations, and the competition that MUST faces. The Board’s policy on diversity and composition, including its objectives and progress made towards implementation, is described under the section “Board Membership” on page 73. Board Skills Matrix The Board, through the NRC, reviews, on a regular basis, the mix of skills, experience, independence, knowledge and diversity represented by Directors on the Board and determines whether the composition and mix remain appropriate for the Manager’s purpose and strategic objectives and whether the Directors have cover the skills needed to address existing and emerging business and governance issues relevant to MUST and the Manager. The Manager maintains a Board Skills Matrix, which sets out the collective skills and attributes of the Board and identifies any gaps or emerging areas of importance in the Board’s overall skill set. The matrix is reviewed annually to include a broader range of skills, taking into account evolving topics such as digitalisation, ESG, artificial intelligence and other key risk matters in order to meet the changing needs of MUST. Board Independence The Board, through the NRC, reviews and assesses annually (and additionally as and when circumstances require) the independence of each Director, taking into consideration the relevant relationship and circumstances, including those specified in the Listing Manual, the CG Code, the Securities and Futures (Licensing and Conduct of Business) Regulations (SF(LCB)R) and where relevant, the recommendations set out in the Practice Guidance accompanying the Code (Practice Guidance), that are relevant in the determination as to whether a director is independent. Directors disclose their relationships with MUST, its related corporations, substantial shareholders of the Manager, substantial Unitholders of MUST or its officers, if any, which may affect their independence, to the Board. In an event where the Board, having taken into account the views of the NRC, determines that such directors are independent notwithstanding the existence of such relationships, the Manager discloses the relationships and its reasons in its Annual Report. Under the CG Code, an ID means a director who is independent in conduct, character and judgement, and has no relationship with the Manager, its related corporations, substantial shareholders of the Manager, substantial Unitholders of MUST or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent business judgement in the best interests of MUST. A director is considered independent if the director: (i) is independent in conduct, character and judgement and has no relationship with the Manager, its related corporations, its substantial shareholders, MUST’s substantial Unitholders (being Unitholders who have interests in voting Units with 5% or more of the total votes attached to all voting Units) or the Manager’s officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Director’s independent business judgement in the best interests of MUST; (ii) is independent from the management of the Manager and MUST during FY2025; (iii) is independent from any business relationship with the Manager and MUST during FY2025; (iv) is independent from every substantial shareholder of the Manager and from every substantial Unitholder of MUST during FY2025; (v) is not a substantial shareholder of the Manager or a substantial Unitholder of MUST during FY2025; (vi) is not employed and has not been employed by the Manager or MUST or their respective related corporations in the current financial year or any of the past three financial years; CORPORATE GOVERNANCE / 70 / EXPANDING HORIZONS
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