116 UNITED HAMPSHIRE US REIT Corporate Governance BOARD COMMITTEES AND BOARD MEETINGS The Board is supported by two board committees, which are the Audit and Risk Committee (“ARC”) and the Nominating and Remuneration Committee (“NRC”) (collectively known as the “Board Committees”). The Board may form other board committees as dictated by business imperatives. Each of the ARC and NRC is chaired by an independent director (“IDs”) and reports to the Board. The Board Committees are governed by their respective terms of reference (“TOR”), which define the specific responsibilities, authorities and duties of the respective Board Committees. The ultimate responsibility for decision-making and oversight rests with the Board as a whole. The Chief Executive Officer (“CEO”) together with the management team, is accountable to the Board. The Board Committees and their delegated authorities from the Board can be found between pages 125,129 and page 141 of this Annual Report. An effective and robust Board, whose members engage in open and constructive debate to develop and refine proposals on strategy, is fundamental to good corporate governance. The Board meets regularly, at least once every quarter. Board meeting schedules are planned one year in advance so that Board members are able to plan ahead and provide the required time commitment to meet and deliberate on various matters. Additional meetings are convened as and when required in respect of significant matters, to enable the Board to raise questions and seek clarification through discussions with Management. The Board and Board Committees may also make decisions by way of resolutions in writing, where such written resolutions are circulated to the Board for their consideration and approval. Prior to Board meetings and on an on-going basis, Management provides complete, adequate and timely information to the Board to enable the Board to make informed decisions and discharge their duties and responsibilities effectively. Explanatory background information relating to matters brought before the Board include results announcements, budgets and documents related to the operational and financial performance of UHREIT. As a general rule, Board meeting notices and papers are to be sent to the Board five business days before the meeting. The Directors may request further explanations, briefings or informal discussions on any aspect of the Manager’s operations or business issues from Management. Management will make the necessary arrangements for these briefings, informal discussions or explanations. Management is also required to furnish any additional information requested by the Board, as and when the need arises. All Directors have separate and independent access to Management and the Company Secretary, Ms Ngiam May Ling, at all times. The appointment and removal of the Company Secretary is subject to the approval of the Board. The Company Secretary (or her representatives) attends to corporate secretarial administration matters as well as all Board and Board Committee meetings and is responsible for ensuring that Board procedures are followed, with periodic updates on the relevant regulatory changes affecting UHREIT. To keep pace with regulatory changes, where these changes have an important bearing on the disclosure obligations of the Manager, the Board is briefed either during the Board meetings or at specially convened sessions involving the relevant advisers and professionals, or via circulation of Board papers. The constitution of the Manager allows for participation in meetings via telephone conference, video conference or similar communications equipment where the physical presence of the Board member at such meetings is not feasible.
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