OUE Commercial REIT - Annual Report 2021

CORPORATE GOVERNANCE The Manager’s Constitution provides for participation in meetings via telephone or video conference where Directors are unable to be physically present at such meetings. Directors may raise questions and seek clarification through discussion forums with the Management in respect of significant matters passed via circular resolutions. If required, time is set aside for discussions amongst the non-executive and/or independent members of the Board without the presence of Management, in line with the provisions of the Code. Board Orientation and Training Upon their appointment to the Board, the newly- appointed Director will be given a formal letter which sets out the duties and obligations of an executive, non-executive or independent Director, as applicable. In addition, the Manager conducts an orientation programme for newly-appointed Directors to familiarise them with the business, operations and financial performance of OUE C-REIT. The newly-appointed Directors will also be briefed on the Manager’s governance practices, including board processes, policies on disclosure of interests in securities, prohibitions on dealing in units of OUE C-REIT (the “Units”) and restrictions on disclosure of price-sensitive information. Mr Han Khim Siew was appointed as CEO and Executive Director of the Manager on 7 February 2022 and will attend training on the roles and responsibilities of a director of a listed issuer as prescribed by the SGX-ST before 7 February 2023, being one year from the date of his appointment to the Board. In order to enable the Directors to make informed decisions to discharge their duties and responsibilities, the Management endeavours to provide the Board with complete and adequate information in a timely manner prior to Board meetings, and on an on-going basis. Such information includes on-going reports relating to the operational and financial performance of OUE C-REIT, as well as matters requiring the Board’s decision. The Management is also required to furnish any additional information, when so requested by the Board, as and when the need arises. The Directors also have separate and independent access to the Management, the Company Secretary and external advisers (where necessary) at the Manager’s expense. The role of the Company Secretary and the Management is to ensure that all Board procedures are followed and that applicable regulations and rules prescribed by the Companies Act 1967 (the “Companies Act”), the Listing Manual and all other applicable laws and regulations are complied with. Under the direction of the Chairman, the responsibilities of the Company Secretary include ensuring timely information flows within the Board and its Board committees and between the Management and non-executive Directors. The appointment and removal of the Company Secretary is a decision of the Board as a whole. Directors are also at liberty to request for further explanations, briefings or informal discussions on any aspect of the Manager’s operations or business issues from the Management. Attendance of Board, Board Committee and General Meetings Number of meetings attended in FY 2021 Name of Director 2 Board ARC NRC AGM 3 Lee Yi Shyan 4 - - 1 Loh Lian Huat 4 4 1 1 Liu Chee Ming 4 4 - 1 Ong Kian Min 4 4 1 1 Usha Ranee Chandradas 4 4 - 1 Brian Riady 4 - 1 1 Tan Shu Lin 4 4 - - 1 Number of meetings held in FY 2021 4 4 1 1 Notes: 2 This table excludes Mr Han Khim Siew, who was appointed as Chief Executive Officer (“CEO”) and Executive Director of the Manager on 7 February 2022. 3 Annual General Meeting (“AGM”) held via electronic means on 28 April 2021. 4 Ms Tan Shu Lin resigned as CEO and Executive Director of the Manager on 30 November 2021. 124 O U E COMM E R C I A L R E I T