Cromwell European REIT - Annual Report 2021

CORPORATE GOVERNANCE THE ROLE OF CEREIT’S MANAGER The primary role of the Manager is to set the strategic direction of CEREIT and to make recommendations to the Trustee on any investment or divestment opportunities for CEREIT and the enhancement of the assets of CEREIT in accordance with the stated investment strategy for CEREIT. The research, evaluation and analysis required for these objectives are coordinated and carried out by the Manager. The Manager has general powers of management over the assets of CEREIT. CEREIT, constituted as a trust, is externally managed by the Manager. The Manager appoints well-qualified and experienced personnel to run its day-to-day operations. All Directors’ fees and employees’ remuneration are paid by the Manager, and not by CEREIT. The Manager was appointed in accordance with the terms of the Trust Deed. The Trust Deed outlines certain circumstances under which the Manager can be removed, including by notice in writing given by the Trustee upon the occurrence of certain events, or by resolution passed by a simple majority of Unitholders present and voting at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed. No termination fees are payable to the Manager upon the removal or retirement of the Manager under the Trust Deed. The primary responsibility of the Manager is to manage the assets and liabilities of CEREIT for the benefit of the Unitholders. This is done with a focus on providing Unitholders with stable and growing DPU and NAV per Unit over the long term, while maintaining an appropriate capital structure. The Manager is also responsible for the risk management of CEREIT. The other functions and responsibilities of the Manager include: (a) using its best endeavours to ensure that CEREIT’s operations are carried on and conducted in a proper and efficient manner; (b) formulating CEREIT’s investment strategy, including: i. determining the location, sub-sector type and other characteristics of CEREIT’s property portfolio; ii. integrating sustainability risk considerations in the investment decision-making process; and iii. negotiating, overseeing the negotiations and providing supervision in relation to investments of CEREIT and making final recommendations to the Trustee; (c) formulating CEREIT’s asset management strategy, including: i. determining the tenant-customer mix, asset enhancement works and rationalising operation costs; ii. providing the supervision in relation to asset management of CEREIT and making final recommendations to the Trustee on material matters; and iii. ensuring that ESG factors form integral part of the investment process (d) formulating the plans for equity and debt financing for CEREIT’s property acquisitions, distribution payments, expense payments and property maintenance payments. Executing the capital management plans, negotiating with financiers and underwriters and making final recommendations to the Trustee; (e) preparing accounts, financial reports and annual reports for CEREIT on a consolidated basis; (f) making all regulatory filings on behalf of CEREIT, and ensuring compliance with relevant laws and regulations including the applicable provisions of the SFA, the Listing Manual, the CIS Code (including Property Funds Appendix), the Singapore Code on Take-overs and Mergers, the Trust Deed, the capital markets services licence issued to the Manager, any tax ruling and all relevant contracts; (g) communicating and liaising with the investment community and other external stakeholders, including but not limited to Unitholders, investors, analysts, media, business and community partners; and (h) preparing property plans on a regular basis, which may contain proposals and forecasts on revenue, capital expenditures, sales and valuations, explanations of major variances to previous forecasts, written commentary on key issues and any relevant assumptions. FOCUS ON STRENGTHS PIVOT TO LOGISTICS 152