Pursuant to the CG Code Practice Guidance, the NRC and the Board also consider the following circumstances whereby a director should also be deemed to be non-independent: (i) a director, or a director whose immediate family member, in the current or immediate past financial year, provided to or received from the Manager, MUST or any of its subsidiaries any significant payments or material services (which may include auditing, banking, consulting and legal services), other than compensation for board service. The amount and nature of the service, and whether it is provided on a one-off or recurring basis, are relevant in determining whether the service provided is material. As a guide, payments aggregated over any financial year in excess of S$50,000 should generally be deemed significant; (ii) a director, or a director whose immediate family member, in the current or immediate past financial year, is or was, a substantial shareholder or a partner in (with 5% or more stake), or an executive officer of, or a director of, any organisation which provided to or received from the Manager, MUST or any of its subsidiaries any significant payments or material services (which may include auditing, banking, consulting and legal services). The amount and nature of the service, and whether it is provided on a one-off or recurring basis, are relevant in determining whether the service provided is material. As a guide, payments aggregated over any financial year in excess of S$200,000 should generally be deemed significant irrespective of whether they constitute a significant portion of the revenue of the organisation in question; or (iii) a director who is or has been directly associated with a substantial shareholder of the Manager or a substantial Unitholder of MUST, in the current or immediate past financial year. In this respect, the Manager is satisfied that each of the three aforementioned IDs satisfies the above criteria of independence as set out herein. CHAIRMAN AND CHIEF EXECUTIVE OFFICER Principle 3 There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making. The positions of Chairman of the Board and CEO are separately held by two persons in order to ensure an appropriate balance of power, increased accountability, and greater capacity of the Board for independent decision making. The Chairman of the Board is Mr Marc Lawrence Feliciano, while the CEO is Mr John Casasante. The Chairman and the CEO are not immediate family members. The Chairman, with the assistance of the Company Secretary, schedules meetings and prepares meeting agenda to enable the Board to perform its duties responsibly having regard to the flow of MUST’s operations. The Chairman sets guidelines on and monitors the flow of information from Management to the Board to ensure that all material information is provided in a timely manner to the Board for the Board to make informed decisions. The Chairman also encourages constructive relations between the Board and Management. At Board meetings, the Chairman encourages a full and frank exchange of views, drawing out contributions from all Directors so that the debate benefits from the full diversity of views, in a robust yet collegiate setting. At AGMs and other Unitholder meetings, the Chairman ensures constructive dialogue between Unitholders, the Board and Management. The Chairman sets the right ethical behavioural tone and takes a leading role in MUST’s drive to achieve and maintain a high standard of corporate governance with the full support of the Directors, Company Secretary and Management. The CEO, assisted by Management, makes strategic proposals to the Board and after robust and constructive Board discussions, executes the agreed strategy, manages and develops MUST’s businesses and implements the Board’s decisions. The clear separation of the roles and division of responsibilities between the Chairman and the CEO provides a healthy professional relationship between the Board and Management with clarity of roles and robust deliberations on the business activities of the Manager. CORPORATE GOVERNANCE / 72 / EXPANDING HORIZONS
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