140 UNITED HAMPSHIRE US REIT Corporate Governance Where matters concerning UHREIT relate to transactions entered into or to be entered into by the Trustee for and on behalf of UHREIT with an interested party which would include relevant associates thereof, the Trustee is required to ensure that such transactions are conducted on normal commercial terms, are not prejudicial to the interests of UHREIT and the Unitholders of UHREIT, and are in accordance with all applicable requirements of the Property Funds Appendix and/or the Listing Manual relating to the said transaction. The Trustee has the ultimate discretion under the Trust Deed to decide whether to enter into a transaction involving an interested party. If the Trustee is to sign any contract with an interested party, the Trustee will review the contract to ensure that it complies with the requirements relating to IPTs in the Property Funds Appendix and the provisions of the Listing Manual relating to IPT as well as guidance prescribed by the MAS and SGX-ST. UHREIT will comply with Rule 905 of the Listing Manual by announcing any IPT in accordance with the Listing Manual if such transaction by itself or when aggregated with other IPT entered into with the same interested party as defined in the Listing Manual during the same financial year is 3% or more of the value of UHREIT’s net tangible assets. On a quarterly basis, Management reports to the ARC the IPTs entered by UHREIT. The Trustee also has the right to review such internal audit reports to ascertain that the requirements of the Property Funds Appendix have been complied with. The ARC reviews all IPTs to ensure compliance with the internal control procedures and with the relevant provisions of the Listing Manual and the Property Funds Appendix. The review includes the examination of the nature of the transaction and if necessary, its supporting documents or such other data deemed necessary by the ARC. If a member of the ARC has an interest in a transaction, he or she is to abstain from participating in the review and approval process in relation to that transaction. The IPT undertaken by UHREIT in FY2025 are set out on page 211 of this Annual Report. Saved as disclosed above, there were no additional IPTs (excluding transactions of less than S$100,000 each) entered into during the financial year under review nor any material contracts entered into by the Manager on behalf of UHREIT involving the interests of the CEO, any of the Directors or the controlling shareholder. AUDIT COMMITTEE Principle 10: The Board has an Audit Committee which discharges its duties objectively. AUDIT AND RISK COMMITTEE The ARC is governed by the ToR which establishes the functions, powers, duties and responsibilities of the ARC. The ARC comprises three directors and all of whom are IDs. The members of the ARC are as follows: Name Designation Directorship Mr Chua Teck Huat Bill Chairman ID Mr Tan Tong Hai Member ID Ms Jaelle Ang Ker Tjia Member ID
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