OUE Commercial REIT - Annual Report 2021

The Manager is wholly held by OUE Limited (the “Sponsor”). The Manager’s association with the Sponsor allows OUE C-REIT to be able to leverage on them to entrench its network and affiliations in the Asia region to pursue new avenues of growth and collaborations in the future. A. BOARD MATTERS Principle 1: Board’s Conduct of Affairs The Manager is headed by an effective board of Directors (the “Board”), majority of which comprises non-executive Directors who are independent of the Management, which is collectively responsible and works with Management for the long-term success of OUE C-REIT. The Board is supported by two Board committees, namely the audit and risk committee (the “ARC”) and the nominating and remuneration committee (the “NRC”). The composition of the Board committees is set out on pages 128 and 133, and the Corporate Information page of this Annual Report. The Board has delegated specific responsibilities to these Board committees and their duties are described in this Annual Report. Each Board committee is governed by clear terms of reference which have been approved by the Board and set out the composition, duties and authority of such Board committee. While these Board committees have the authority to examine particular issues in their respective areas, the Board committees report to the Board with their decisions and/or recommendations as the ultimate responsibility on all matters lies with the entire Board. The principal roles and responsibilities of the Board include: • providing leadership, setting strategic objectives and ensuring that the necessary financial and human resources are in place for the Manager to meet its objectives; • establishing a framework of prudent and effective controls which enables risks to be assessed and managed, including safeguarding the interests of Unitholders and OUE C-REIT’s assets; • reviewing the Management’s performance; • identifying the key stakeholder groups and recognising that their perceptions affect the reputation of the Manager and OUE C-REIT; • setting the Manager’s values and standards (including ethical standards), and ensuring that obligations to Unitholders and other stakeholders are understood and met; and • considering sustainability issues (including environmental and social factors) as part of the Manager’s overall strategy. The Board has approved in writing a framework of delegated authorisation to the Manager, as set out in its Limits of Authority (“LOA”). The LOA sets out the procedures and levels of authorisation required for specified transactions. It also sets out approval limits for operating and capital expenditure. Matters which specifically require Board approval have been clearly communicated in the LOA. These include, among others, approval of budgets, acquisitions and divestment of properties, equity investments and debt securities, set up of special purpose vehicles and incorporation of subsidiaries, acceptance of debt facilities and issuance of debt capital market instruments and new equity or equity-linked instruments. The Board recognises that the Directors are fiduciaries who should act objectively in the best interest of OUE C-REIT and hold the Management accountable for performance. As such, any Director who has or appears to have a direct/deemed interest that may conflict with a subject under discussion by the Board shall declare his or her interest and recuse himself or herself from the information flow and discussion of the subject matter. He or she will also abstain from any decision- making on the subject matter. In view of the Code which was introduced on 6 August 2018, the Board has put in place a Code of Business Conduct and Ethics to document the desired organisational culture in order to ensure all employees are cognisant of the standards expected and to ensure proper accountability within the Manager. The Board holds regular scheduled meetings on a quarterly basis, with ad hoc meetings convened as and when required. A total of four Board meetings were held in FY 2021. The attendance of the Directors for Board and Board committee meetings, as well as the frequency of such meetings during FY 2021, is disclosed on page 124. Directors who are unable to attend Board or Board committee meetings may convey their views to the chairman of the Board (the “Chairman”) or the company secretary of the Manager (the “Company Secretary”). 123 A N N U A L R E P O R T 2 0 2 1