118 UNITED HAMPSHIRE US REIT Corporate Governance BOARD COMPOSITION AND GUIDANCE Principle 2: The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company. REVIEW OF INDEPENDENCE OF DIRECTORS The Board recognises the importance of independence and objectivity in its decision-making process, and that the presence of the IDs is essential in providing unbiased and impartial opinion, advice and judgement. This will ensure that the interests of UHREIT, employees, customers and other stakeholders which UHREIT conducts its businesses with are well-represented and taken into account. The Board is led by Mr. Tan Tong Hai as Chairman and Independent Non-Executive Director, and the Board is wholly made up of Non-Executive Directors, with three of them being independent. The NRC assesses the independence of the IDs annually in accordance with the requirements of the Code and Regulations 13D to 13H of the Securities and Futures (Licensing and Conduct of Business) Regulations (the “SFLCB Regulations”) to ensure that the Board has an appropriate level of independence and diversity of thought in its composition to enable it to make decisions in the best interests of UHREIT. The Board was established on 24 May 2019 and none of the Directors has served on the Board beyond nine years since the date of their first appointment. Additionally, none of the Independent Directors is a substantial shareholder of the Manager, or substantial unitholder of UHREIT. On an annual basis, the IDs will also individually complete an annual confirmation of independence, whereby they are required to assess their own independence, including independence from the substantial unitholders of UHREIT, major shareholders of the Manager and Management. A Director is considered to be independent if he or she is independent in conduct, character and judgement, and has no relationship with the Manager, its related corporations, substantial shareholders who hold 5% or more of the voting shares of the Manager, or substantial Unitholders who hold 5% or more of the units in UHREIT or its officers that could interfere or be reasonably perceived to interfere with the exercise of the Director’s independent business judgement with a view to the best interests of UHREIT, and is independent from the Management and any business relationship with the Manager and UHREIT, every substantial shareholder of the Manager and every substantial Unitholder of UHREIT, is not a substantial shareholder of the Manager or a substantial Unitholder of UHREIT and has not served on the Board for a continuous period of nine years or longer. The Board has established a process for assessing the independence of its Directors. Each of the relevant Non-Executive Directors has declared that there are no material relationships which would render him/her non-independent. The confirmations have been reviewed by the Board, during which the Board considered the Directors’ respective contributions at Board meetings. The Board has carried out the assessment of each of its Directors for FY2025, and the paragraphs below sets out the outcome of the assessment. With respect to Mr Tan Tong Hai, Mr Chua Teck Huat Bill and Ms Jaelle Ang Ker Tjia, they do not have any relationships and are not faced with any of the circumstances identified in the Code, SFR and Listing Manual, or any other relationships which may affect their independent judgement. The Board considered whether each of them had demonstrated independence of character and judgement in the discharge of their responsibilities as a Director in FY2025 and is satisfied that each of them had acted with independent judgement. On the basis of the declarations of independence provided by the relevant non-executive Directors and the guidance in the Listing Manual, Code and the SFR, the Board has determined that Mr Tan Tong Hai, Mr Chua Teck Huat Bill and Ms Jaelle Ang Ker Tjia are each independent under the Code and SFR. All the IDs have also served on the Board for fewer than nine years. Each of them had recused himself/herself from the Board’s deliberations respectively on his/her own independence. The remaining Directors are not independent Directors as defined under the Listing Manual, the Code and the SFR.
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