Ascendas REIT - Annual Report 2021

Corporate Governance The Directors, whether individually or collectively as the Board, are entitled to have access to independent external professional advice where necessary, at the Manager’s expense. Principle 2: Board Composition and Guidance Board Independence The Board has a strong independent element as five out of eight directors, including the Chairman, are non- executive IDs. Other than the CEO who is the only executive Director on the Board, non-executive Directors make up the rest of the Board. None of the Directors have served on the Board for nine years or longer. Profiles of the Directors, their respective Board Committee memberships and roles are set out on pages 24 to 29 of this Annual Report. Key information on the Directors is also available on Ascendas Reit’s website at www. ascendas-reit.com . (Website). The Board, through the NRC, reviews from time to time the size and composition of the Board and each Board Committee, with a view to ensuring that the size is appropriate in facilitating effective decision-making, and the composition reflects a strong independent element as well as balance and diversity of thought and background. The review takes into account the scope and nature of the Ascendas Reit Group’s operations, and the competition that the Ascendas Reit Group faces. The Board, through the NRC, assesses annually (and as and when circumstances require) the independence of each Director in accordance with the requirements of the Listing Manual and the guidance in the Code, the Securities and Futures (Licensing and Conduct of Business) Regulations (SFR) and where relevant, the recommendations set out in the Practice Guidance accompanying the Code (Practice Guidance). A Director is considered independent if he or she is independent in conduct, character and judgement and: (a) has no relationship with the Manager, its related corporations, its substantial shareholders, Ascendas Reit’s substantial Unitholders (being Unitholders who have interests in voting Units with 5% or more of the total votes attached to all voting Units) or the Manager’s officers that could interfere, or be reasonably perceived to interfere with the exercise of his or her independent business judgement in the best interests of Ascendas Reit; (b) is independent from the management of the Manager and Ascendas Reit, from any business relationship with the Manager and Ascendas Reit, and from every substantial shareholder of the Manager and every substantial unitholder of Ascendas Reit; (c) is not a substantial shareholder of the Manager or a substantial unitholder of Ascendas Reit; (d) is not employed and has not been employed by the Manager or Ascendas Reit or their related corporations in the current or any of the past three financial years; (e) does not have an immediate family member who is employed or has been employed by the Manager or Ascendas Reit or their related corporations in the current or any of the past three financial years and whose remuneration is or was determined by the Board; and (f) has not served on the Board for a continuous period of nine years or longer. There is a rigorous process to evaluate the independence of each ID. As part of the process: (a) each ID provides information of his or her business interests and confirms, annually, that there are no relationships which interfere with the exercise of his or her independent business judgement with a view to the best interests of the Unitholders as a whole, and such information is then reviewed by the NRC; and (b) the NRC also reflects on the respective IDs’ conduct and contributions at Board and Board Committee meetings, in particular, whether the relevant ID has exercised independent judgement in discharging his or her duties and responsibilities. Thereafter, the NRC’s recommendation is presented to the Board for its approval. Each ID is required to recuse himself or herself from the NRC’s and the Board’s deliberations on his or her independence. In appropriate cases, the NRC also reviews the independence of an ID as and when there is a change of circumstances involving the ID. In this regard, an ID is required to report to the Manager when there is any change of circumstances which may affect his or her independence. Ascendas Reit 116