The Manager adopts the principle that the Board of Directors (the “Board”) is collectively responsible for the long-term success of MPACT and an effective Board for the Manager is one constituted with the right core competencies and diversity of experience, so that the collective wisdom of the Board can give guidance and provide insights as well as strategic thinking to the management team of the Manager (“Management”).

The key roles of the Board are to:

• Guide the corporate strategy and direction of the Manager
• Ensure that Management discharges business leadership and demonstrates the highest quality of management with integrity and enterprise
• Oversee the proper conduct of the Manager.

In discharging their roles and responsibilities, all Directors of the Board are expected to act and have acted in the best interests of MPACT.

The positions of Chairman and Chief Executive Officer (“CEO”) are held by two separate persons in order to maintain effective oversight. The Board has also established the Audit and Risk Committee (the “AC”) and the Nominating and Remuneration Committee (the “NRC”), each of which operates under delegated authority from the Board, to assist the Board in discharging its oversight function.

The Manager has an established NRC which consists of a minimum of three members and is constituted in a way that enables it to exercise its judgment and demonstrate its ability to make decisions which are consistent with the current and future financial status of the business. The current members are: Ms Tan Su Shan, Lead Independent Non-Executive Director and Chairperson of NRC, Ms Lilian Chiang, Independent Non-Executive Director, Mr Kan Shik Lum, Independent Non-Executive Director and Mr Chua Tiow Chye, Non-Executive Director.

The NRC has written terms of reference setting out its scope and authority in performing the functions of a nominating and remuneration committee, which include assisting the Board in matters relating to:

• Reviewing and recommending to the Board all nominations for the appointment and re-appointment of Directors and of members to the various Board Committees
• Reviewing and recommending to the Board the succession plan for the Executive Director and CEO of the Manager
• The remuneration framework for the Directors, the Executive Director and CEO and Management of the Manager, including all option plans, stock plans and the like as well as the performance hurdles of such plans
• The specific remuneration package for the Directors and key management personnel
• The termination payment, gratuities, severance payment and other similar payments to the Executive Director and CEO of the Manager

The Board is supported by the AC which provides additional oversight of financial, risks and audit matters, so as to maximise the effectiveness of the Board and foster active participation and contribution. The Manager adopts the principle that the AC shall have at least three members, all of whom must be non-executive and the majority of whom, including the AC Chairman, must be independent. The AC consists of four members, all of whom are independent and are appropriately qualified to discharge their responsibilities.

They are: Mr Wu Long Peng, Independent Non-Executive Director and Chairman of AC, Mr Chua Kim Chiu, Independent Non-Executive Director, Mr Lawrence Wong, Independent Non-Executive Director and Mr Mak Keat Meng, Independent Non-Executive Director.

The AC has written terms of reference setting out its scope and authority, which include:

• Examination of interested person transactions
• Review and approval of the scope of internal and external audit plans and activities
• Review of the adequacy, effectiveness, independence, scope and audit findings of internal and external auditors as well as Management’s responses to them and the implementation of remedial actions to address such findings
• Evaluation of the nature and extent of non-audit services performed by external auditors
• Review of the quality and reliability of information prepared for inclusion in financial reports
• Authority to investigate any matters within its terms of reference, full access to and co-operation by Management and full discretion to invite any Director or executive officer to attend its meetings, and reasonable resources to enable it to discharge its functions properly
• Making recommendation to the Board on the appointment and re-appointment of external auditors
• Approval of the remuneration and terms of engagement of external auditors

To reinforce a culture of good business ethics and governance, the Manager has a Whistle-blowing Policy to encourage the reporting, in good faith, of any suspected misconduct or wrongdoing, including possible financial irregularities, while protecting the whistle-blowers from reprisals and detrimental or unfair treatment by, among others, ensuring that the identity of the whistle-blower is kept confidential. Any reporting concerning the Group or the Manager is notified to the AC Chairman of the Sponsor as well as the AC Chairman of the Manager for further investigation. The findings will then be reported to the AC of the Manager which is responsible for oversight and monitoring of the Whistle-blowing reports received.

For queries or to make a report, please write to reporting@mapletree.com.sg.