Cromwell European REIT - Annual Report 2021

CORPORATE GOVERNANCE to oversee the affairs of the Manager, in furtherance of the Manager’s primary responsibility to manage the assets and liabilities of CEREIT for the benefit of Unitholders. The Board provides leadership to the CEO and Management and sets the strategic vision, direction and long-term objectives for CEREIT. The CEO, assisted by Management, is responsible for the execution of the strategy for CEREIT and the day-to-day operations of CEREIT’s business. The Board guides the corporate strategy and direction of the Manager, ensures that Management demonstrates business leadership and the highest quality of management skills with integrity and enterprise, and oversees the proper conduct of the Manager. The Board establishes the goals for Management, monitors the achievement of these goals and ensures that proper and effective controls are in place to assess and manage business risks. The Board has reserved authority to approve certain matters and these include: (a) acquisitions, investments, developments, redevelopments and divestments; (b) issue of new Units; (c) income distributions and other returns to Unitholders; and (d) matters which involve a conflict-of-interest for a controlling Unitholder or a Director. Internal Limits of Authority The Board has adopted a set of internal controls and guidelines which establishes approval limits for operational and capital expenditures, investments, divestments, bank borrowings and cheque signatory arrangements. Such matters, which have been approved by the Board, are clearly communicated to Management in writing and reviewed annually. Transactions and other matters which require the approval of the Board are clearly set out in the delegation of authority. Appropriate delegations of authority and approval sub-limits are also provided at Management level to facilitate operational efficiency. Board Committees The Board has established various board committees to assist it in the discharging of its functions. Membership in the various board committees is managed to ensure an equitable distribution of responsibilities among Board members, to maximise the effectiveness of the Board and to foster active participation and contribution from Board members. These board committees are the ARC and the NRC. The Board may form other board committees as dictated by business imperatives. The Board established the SC in December 2021. The ARC, NRC and SC, collectively referred to as the Board Committees, and Board Committee shall mean any of of them. The Board Committees have been constituted with clear written terms of reference approved by the Board and may decide on matters within these terms of reference and applicable limits of authority. The terms of reference of the respective Board Committees set out their compositions, authorities and duties, including reporting back to the Board. All terms of reference are reviewed and updated when necessary to ensure their continued relevance. The members of both the ARC and the NRC are all non- executive CEREIT IDs, with a different independent chair for each Board Committee. The ultimate responsibility for decision-making and oversight rests with the Board as a whole. The compositions of the various Board Committees and the Directors’ date of appointments are set out on pages 20 to 24 and 155 of this Annual Report. Meetings The Board meets at least once every quarter and as required by business imperatives. Board and Board Committee meetings are scheduled prior to the start of each financial year to allow Directors to plan ahead to attend such meetings, so as to maximise participation. Where exigencies prevent a Director from attending a Board meeting in person, the constitution of the Manager permits the Director to participate via audio or video conference. Since the onset of the COVID-19 pandemic, all meetings of the Board and its committees have been held by video conference with the exception of the February 2022 meetings for the full year and 2H 2021 in which all the Directors and KMP met in person in the Manager's office in Singapore. The Board and Board Committees may also make decisions by way of resolutions in writing. In each meeting, where matters requiring the Board’s approval are to be considered, all members of the Board attend and actively participate in the deliberations and discussions; and resolutions in writing are circulated to all Directors for their consideration and approval. The exception is where a Director has a conflict of interest in a particular matter, in which case he/she will be required to recuse himself/ herself from the deliberations and abstain from voting on FOCUS ON STRENGTHS PIVOT TO LOGISTICS 154