OUE Commercial REIT - Annual Report 2021

The Manager will arrange for the Directors to be kept abreast of developments in the commercial and hospitality real estate sector on a regular basis. To keep pace with the fast-changing laws and regulations and commercial risks and to develop and maintain their skills and knowledge, the Directors have an on-going budget to receive further relevant training of their choice in connection with their duties as directors. They are also given unrestricted access to professionals for consultation as and when they deem necessary at the Manager’s expense. The Board is routinely updated on developments and changes in the operating environment and applicable laws and regulations, including directors’ duties and responsibilities, corporate governance matters and changes in financial reporting standards, so as to enable them to discharge their duties effectively as members of the Board and where applicable, as Board committee members. The Directors may also attend other relevant courses, conferences and seminars, at the Manager’s expense. These include programmes run by the Singapore Institute of Directors (“SID”). During FY 2021, the Directors were briefed on the relevant regulatory and legislative changes including topics related to environment, social and governance (“ESG”), green financing and an update on geo-political and macroeconomic developments. For new Directors who do not have prior experience as a director of a public listed company in Singapore, they will also attend the mandatory training courses organised by the SID or other training institutions, where appropriate, in connection with their duties. The NRC makes recommendations to the Board on relevant matters relating to the review of training and professional development programs for the Board. Principle 2: Board Composition and Guidance Principle 3: Chairman and Chief Executive Officer The Board assesses the independence of each of the Directors in accordance with the requirements of the Code. Under the Code, an independent director is defined as one who is independent in conduct, character and judgement, and has no relationship with the Manager, its related corporations, its substantial shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of a Director’s independent business judgement in the best interests of the Manager and OUE C-REIT. The Board comprises seven Directors with four non-executive Directors who are independent of the Management. Accordingly, more than half of the Board is made up of independent Directors. No individual or small group of individuals dominates the Board’s decision-making. In addition to the Board’s annual review of the Directors’ independence, each independent Director also submits an annual declaration regarding his or her independence. In addition to the requirements of the Code, the Board also reviews and assesses annually the independence of each Director in accordance with regulations 13D to 13H of the Securities and Futures (Licensing and Conduct of Business) Regulations (“SFLCB Regulations”). Under the SFLCB Regulations, a Director is considered to be independent if the Director: a. is independent from the Management and OUE C-REIT; b. is independent from any business relationship with the Manager and OUE C-REIT; c. is independent from every substantial shareholder of the Manager and every substantial Unitholder; d. is not a substantial shareholder of the Manager or a substantial Unitholder; and e. has not served as a Director for a continuous period of 9 years or longer. In its review for FY 2021, the NRC has endorsed in its recommendation to the Board that the following Directors are independent for FY 2021: Loh Lian Huat Liu Chee Ming Ong Kian Min Usha Ranee Chandradas 125 A N N U A L R E P O R T 2 0 2 1