Ascendas REIT - Annual Report 2021

Corporate Governance Following their appointment, the Directors are provided with opportunities for continuing education in areas such as director’s duties and responsibilities, changes to regulations and accounting standards, and industry- related matters, so as to be updated on matters that affect or may enhance their performance as Directors or Board Committee members. The Directors may also contribute by recommending suitable training and development programmes to the Board. In FY2021, the training and professional development programmes for the Directors included seminars conducted by experts and senior business leaders on board practices and issues faced by boards. Sharing and information sessions were also organised as part of Board meetings, where guest speakers and Management team members presented on key topics to the Board. The Directors also regularly receive reading materials on topical matters or subjects as well as updates on regulatory changes and their implications. Board Committees The Board has established various Board Committees to assist it in the discharge of its functions. These Board Committees are the Audit & Risk Committee (ARC) and the Investment Committee (IC). In addition, the Nominating and Remuneration Committee (NRC) was established with effect from 20 October 2021. Prior to the establishment of the NRC, the Board as a whole performed the equivalent functions. All the Board Committees have clear written terms of reference setting out their respective composition, authorities and duties, including reporting back to the Board. Each of the Board Committees operates under delegated authority from the Board with the Board retaining overall oversight. The decisions and significant matters discussed at the respective Board Committees are reported to the Board on a periodic basis. The minutes of the Board Committee meetings which record the key deliberations and decisions taken during these meetings are also circulated to all Board members for their information. The composition of the various Board Committees is set out on pages 108 and 143 of this Annual Report. The duties and responsibilities of the Board Committees are set out in this Report. The Board may form other Board Committees from time to time. The composition of each Board Committee is also reviewed regularly, and as and when there are changes to Board membership. Where appropriate, changes are made to composition of the Board Committees, with a view to ensuring there is an appropriate diversity of skills and experience, and fostering active participation and contributions from Board Committee members. Meetings of Board and Board Committees Board and Board Committee meetings are scheduled prior to the start of each financial year in consultation with the Directors. The Constitution of the Manager (Constitution) permits the Directors to participate in Board and Board Committee meetings via audio or video conference. If a Director is unable to attend a Board or Board Committee meeting, he or she may provide his or her comments to the Chairman or the relevant Board Committee chairman ahead of the meeting and these comments are taken into consideration in the deliberations. The Board and Board Committees may also make decisions by way of written resolutions. In addition to scheduled meetings, the Board may also hold ad-hoc meetings as required by business imperatives. The Directors (excluding the CEO) also meet from time to time without the presence of Management. At each scheduled Board meeting, the Board is apprised of the following: (a) significant matters discussed at the ARC meeting which is typically scheduled before the Board meeting; (b) ARC’s recommendation on Ascendas Reit’s half-year and year-end financial results following ARC’s review of the same; (c) decisions made by Board Committees in the period under review; (d) updates on the Ascendas Reit Group’s business and operations in the period under review, including market developments and trends, as well as business initiatives and opportunities; (e) financial performance, budgetary and capital management related matters in the period under review, including any material variance between any projections in budget or business plans and the actual results from business activities and operations; (f) any risk management issues that materially impact Ascendas Reit’s operations or financial performance; Ascendas Reit 114