pg. 211 Corporate Governance Report Integrated Annual Report 2025 Changes in Business Model On 20 March 2025, the Manager introduced new outsourcing arrangements and transferred back-office functions to a shared services company within the JLG Group. These changes alter process ownership, introduce new reliance on external service providers, and affect the control environment for procurement, finance, company secretary and HR processes. Outsourcing also heightens risks related to service quality, SLA compliance, data integrity, confidentiality, segregation of duties, and dependency on third-party systems and personnel. Significant Change Risk Statement Mitigation Measures Outsourcing and transfer of functions to shared services Outsourcing Risk: Inconsistent service delivery or control lapses due to reliance on shared services. • SLA agreements established with KPIs. • Regular performance reviews with service provider. • Strengthened monitoring and escalation protocols. Data Integrity & Access Risk: Risk of incorrect, delayed or mishandled data. • Tightened access controls and approvals. • Enhanced data validation & reconciliation steps. • Audit trail and system-level monitoring. Segregation of Duties (SoD) Risk: Role consolidation at shared services may weaken SoD. • Revised SoD matrix. • Independent checks by Finance/ Compliance. Board Leadership and Board Composition Changes Several new Board members and Alternate Directors were appointed, bringing fresh perspectives and diverse expertise including ESG and regulatory knowledge, private equity management insight, strategic planning experience, and investment/ finance expertise. While these additions enhance governance strength, they also necessitate updates to Board oversight processes, onboarding protocols, and committee responsibilities. Changes in Board composition may influence risk appetite, oversight focus areas, and strategic priorities for both REITs. Significant Change Risk Statement Mitigation Measures Appointment of new Board and Alternate Directors Governance Realignment Risk: Governance processes may shift during onboarding. • Board induction and governance training. • Updated Board Charter and Board Committee terms of reference. Shift in Oversight Priorities: New Directors may influence strategic direction. • Alignment sessions with Management. • Clear documentation of updated risk appetite. Compliance Familiarisation Risk: New Directors may require time be familiar with regulatory reporting. • Directors Mandatory Accreditation Programme (MAP) 1 and 2. • Regular compliance updates to Board & ERMC. • Secretariat support for reporting processes. STATEMENT ON RISK MANAGEMENT & INTERNAL CONTROL
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