123 ANNUAL REPORT 2025 Corporate Governance CHAIRMAN AND CHIEF EXECUTIVE OFFICER Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision making. The Board is led by the Chairman and Independent Non-Executive Director, Mr Tan Tong Hai and, apart from the Board and Board Committee members, is supported by the CEO of the Manager, Mr Gerard Yuen, who has a wide range of expertise and experience. The separation of the roles of the Chairman and the CEO ensures non-repetition of duties, an appropriate balance of power and responsibilities, an effective system of checks and balances, increased accountability and greater capacity of the Board for independent decision making. The Chairman and CEO collectively play an important role in the stewardship of the strategic direction and operations of UHREIT. The Chairman and the CEO are not related, nor do they have any family ties. The Chairman has a robust leadership background and vast experience in various senior positions which led to his appointment as the Chairman and Independent Non-Executive Director of the Board. The Board has assigned the day-to-day affairs of UHREIT’s business to the Management. The CEO is accountable for the conduct and performance of Management within the agreed business strategies. Provision 3.3 of the Code requires the Board to have a Lead Independent Director to provide leadership in situations where the Chairperson is conflicted, and especially when the Chairperson is not independent. The Lead Independent Director would be available to Unitholders where they have concerns and for which contact through the normal channels of communication with the Chairperson or Management are inappropriate or inadequate. Currently, no Lead Independent Director has been appointed as the Manager is of the view that there are sufficient measures in place in the event of a conflict by the Chairperson. The Manager is of the view that despite the deviation from Provision 3.3 of the Code, the risk of conflict by the Chairperson is mitigated given that the Chairperson is not part of Management and is an ID, and the roles of the Chairperson and CEO are held by separate individuals who are not immediate family members and have no close family ties. There are also sufficient measures in place to address situations where the Chairperson is conflicted, as the Manager requires its Directors to disclose their interests in transactions and any conflicts of interests, and where a Director faces a conflict of interest, he or she will recuse himself or herself from the discussions and decisions involving the issue of conflict. The Manager is accordingly of the view that its practice is consistent with the intent of Principle 3 of the Code as a whole. As no Lead Independent Director has been appointed, Unitholders who have any concerns that should be submitted to a Lead Independent Director should instead submit their questions to UHREIT’s whistleblowing channel. More information on UHREIT’s whistleblowing channel is set out in page 144. CLEAR DIVISION OF ROLES BETWEEN CHAIRMAN OF THE BOARD AND THE CEO OF THE MANAGER The Chairman’s role is to: • carry out a visionary leadership role in facilitating the effective conduct of the Board; • create a culture of openness characterised by constructive debate and appropriate challenge on strategy, business operations, enterprise risks and other plans amongst Board members; • promote and ensure the highest standards of integrity in regard to corporate governance processes and issues; • monitor the flow of information from Management to the Board and undertake primary responsibility for the Board to receive accurate, timely, clear information and is consulted on all relevant matters; and ensure effective communication with Unitholders.
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