OUE Commercial REIT - Annual Report 2021

CORPORATE GOVERNANCE OUE Commercial Real Estate Investment Trust (“OUE C-REIT”) is a real estate investment trust constituted by a deed of trust (the “Trust Deed”) dated 10 October 2013 (as amended) and entered into between OUE Commercial REIT Management Pte. Ltd. (in its capacity as the manager of OUE C-REIT) (the “Manager”) and DBS Trustee Limited (in its capacity as the trustee of OUE C-REIT) (the “Trustee”). The directors (“Directors”) and management (“Management”) of the Manager are committed to maintaining good standards of corporate governance as they firmly believe it is essential in protecting the interests of unitholders of OUE C-REIT (“Unitholders”), and critical to the performance of the Manager. This report sets out OUE C-REIT’s corporate governance practices for the financial year ended 31 December 2021 (“FY 2021”) with specific reference to principles of the Code of Corporate Governance 2018 (the “Code”). The Manager is pleased to report that it has complied with the Code in all material respects and to the extent that there are any deviations from the Code, the Manager has provided explanations for such deviation and details of the alternative practices which have been adopted by OUE C-REIT which are consistent with the intent of the relevant principle of the Code. The Manager The Manager has general powers of management over the assets of OUE C-REIT. The Manager’s main responsibility is to manage OUE C-REIT’s assets and liabilities for the benefit of Unitholders. The primary role of the Manager is to set the strategic business direction of OUE C-REIT and make recommendations to the Trustee on acquisitions, divestments and enhancement of the assets of OUE C-REIT in accordance with its stated investment strategy. The Manager uses its best endeavours to carry on and conduct its business in a proper and efficient manner, and to conduct all transactions with, or for OUE C-REIT, at arm’s length. The Manager is also responsible for the capital and risk management of OUE C-REIT. Other key functions and responsibilities of the Manager include: • developing OUE C-REIT’s business plans and budget so as to manage the performance of OUE C-REIT’s assets; • ensuring compliance with applicable requirements, laws and regulations, such as those set out in the listing manual of Singapore Exchange Securities Trading Limited (the “SGX-ST”) (the “Listing Manual”), the Code on Collective Investment Schemes (the “CIS Code”) (including Appendix 6 (the “Property Funds Appendix”)) issued by the Monetary Authority of Singapore (the “MAS”), the Capital Markets Services Licence (“CMS Licence”) for real estate investment trust (“REIT”) management issued by the MAS, the Securities and Futures Act 2001 (“SFA”) and the Code, as well as ensuring that the Manager’s obligations under the Trust Deed are properly carried out; and • establishing a framework of prudent and effective controls which enable financial, operational, compliance and information technology risks to be assessed and managed. OUE C-REIT, which is constituted as a trust, is externally managed by the Manager. The Manager appoints an experienced and well-qualified management team to run the day-to-day operations of OUE C-REIT. All Directors and employees of the Manager are remunerated by the Manager, and not by OUE C-REIT. The Manager was issued a CMS Licence pursuant to the SFA on 15 January 2014. The Manager was appointed in accordance with the terms of the Trust Deed. The Trust Deed outlines certain circumstances under which the Manager can be removed, including by notice in writing given by the Trustee upon the occurrence of certain events, or by resolution 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 Trust Deed will also be available for inspection at the registered office of the Manager during normal business hours 1 for so long as OUE C-REIT continues to be in existence. Note: 1 Due to the current COVID-19 situation in Singapore, inspection shall be further subject to any regulatory restriction relating to safe distancing which may be issued by the relevant authorities. Prior appointment is required. 122 O U E COMM E R C I A L R E I T