125 ANNUAL REPORT 2025 Corporate Governance The ToR sets out the scope and authority in performing the functions of the NRC, and these include assisting the Board in matters relating to: • reviewing the structure, size and composition of the Board; • identification, selection and appointment of new Directors and re-appointment of existing Directors of the Board taking into account the contribution, performance and ability to commit sufficient time and attention to the affairs of UHREIT as well as their respective commitments outside of UHREIT; • implementation and monitoring of the Board Diversity Policy to make recommendations to the Board on the diversity of skills, experience, gender, age, knowledge, size and composition of the Board; • determining annually the independence of Director having regard the circumstances set forth in Provisions 2.1 and 2.2 of the Code and Listing Rule 210 (5)(d); • deciding if a Director is able to and has been adequately carrying out his duties as a Director of the Board, taking into consideration the Director’s principal commitments; • review of succession plans in particular to the appointment and/or replacement of the Chairman, the CEO and the key management personnel (the “KMP”); • review the process and criteria for evaluation of the performance of the Board or Board Committees and individual Directors; and • review of training and professional development programmes for the existing Directors and new Directors, such that they are aware of their duties and obligations. SELECTION, APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS The NRC is responsible for reviewing succession plans for the Board and Board Committees, in particular the appointment and/ or replacement of the Chairman, the CEO and the KMP. The NRC regularly reviews the existing attributes and competencies of the Board and the suitability of any candidates put forward for appointment and re-appointment in order to determine the desired experience or expertise required to strengthen or supplement the Board. The NRC is in charge of making recommendations to the Board regarding the identification and selection of new Directors and in identifying candidates for new appointments to the Board as part of the Board’s renewal process. The NRC takes into account the following when discharging its duties: (a) the NRC evaluates whether the candidate is fit and proper in accordance with MAS’ fit and proper guidelines, taking into account the track record, age, experience and capabilities and such other relevant experience as may be determined by the Board. In addition, as part of regulatory requirements, MAS also requires prior approval for any change of the CEO. Candidates are evaluated and selected based on their relevant expertise and potential contributions where other factors including the current and medium-term needs, and goals of UHREIT are also considered; (b) the Board is mindful of the need for boardroom diversity. The NRC in making recommendations to the Board for approval shall also take into consideration qualifications, credentials, core competencies vis-à-vis the compositions of required mix of skills to demonstrate knowledge, expertise and experience, character, gender, age, ethnicity, professionalism, integrity, competencies, time commitment and other qualities which the Director would bring to the Board to effectively discharge their roles and responsibilities as Director; and (c) the Directors must ensure that they are able to give sufficient time and attention to the affairs of the Manager, and as part of its review process, the NRC decides whether or not a Director is able to do so and whether he or she has been adequately carrying out his or her duties as a Director. The NRC believes that setting a maximum limit on the number of directorships a Director can hold is arbitrary, given that time requirements for each board may vary, and thus should not be prescriptive.
RkJQdWJsaXNoZXIy NTM2MDQ5