Corporate Governance Report
LMIRT Management Ltd (the “Manager” or “LMIRT Management”) is appointed as the manager of Lippo Malls Indonesia Retail
Trust (the “LMIR Trust”) in accordance with the terms of the Trust Deed dated 8 August 2007, as amended or supplemented
(the “Trust Deed”).
The Manager and its officers are licensed under the Securities and Futures Act, Cap 289 (“SFA”) to conduct Real Estate
Investment Trust Management with effect from 6 May 2010.
,-)24 -ANAGEMENT IS COMMITTED TO GOOD CORPORATE GOVERNANCE AS IT BELIEVES THAT SUCH SELF REGULATION IS ESSENTIAL TO PROTECT
THE INTERESTS OF THE 5NITHOLDERS AS WELL AS CRITICAL TO THE PERFORMANCE OF THE -ANAGER
It uses the Code of Corporate Governance 2012 (the “Code”) as its benchmark for its corporate governance policies and
practices. The following segments describe the Manager’s main corporate governance policies and practices.
This report sets out the corporate governance practices for the financial year ended 31 December 2014. Where there are
DEVIATIONS FROM THE PRINCIPLES AND GUIDELINES OF THE #ODE AN EXPLANATION HAS BEEN PROVIDED WITHIN THIS REPORT
THE MANAGER OF LMIR TRUST
The Manager has general power of management over the assets of LMIR Trust.
,-)24 -ANAGEMENT S MAIN RESPONSIBILITY IS TO MANAGE ,-)2 4RUST S ASSETS AND LIABILITIES FOR THE BENElT OF 5NITHOLDERS
4HE -ANAGER S KEY lNANCIAL OBJECTIVES ARE TO PROVIDE 5NITHOLDERS OF ,-)2 4RUST WITH A COMPETITIVE RATE OF RETURN ON THEIR
INVESTMENT BY ENSURING REGULAR AND STABLE DISTRIBUTIONS TO 5NITHOLDERS AND TO ACHIEVE LONG TERM GROWTH IN THE NET ASSET VALUE
of LMIR Trust.
The role of the Manager includes setting strategic direction of LMIR Trust and recommending to HSBC Institutional Trust
Services (Singapore) Limited, as trustee of LMIR Trust (the “Trustee”), the acquisition, divestment and enhancement of assets
of LMIR Trust in accordance with its stated investment strategy. The Manager is also responsible for the risk management of
LMIR Trust.
Other functions and responsibilities of the Manager include:
s 5SING ITS BEST ENDEAVORS TO CARRY ON AND CONDUCT ITS BUSINESS IN A PROPER AND EFlCIENT MANNER AND TO CONDUCT ALL
TRANSACTIONS WITH OR ON BEHALF OF ,-)2 4RUST AT ARM S LENGTH
s 0REPARING PROPERTY PLANS ON A REGULAR BASIS WHICH MAY CONTAIN PROPOSALS AND FORECASTS ON NET INCOME CAPITAL
EXPENDITURE SALES AND VALUATIONS EXPLANATIONS OF MAJOR VARIANCES FROM PREVIOUS FORECASTS WRITTEN COMMENTARY ON
key issues and underlying assumptions on inflation, annual turnover and any other relevant assumptions. The purpose
OF THESE PLANS IS TO EXPLAIN THE PERFORMANCE OF ,-)2 4RUST S ASSETS
s %NSURING COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE 3ECURITIES AND &UTURES !CT AND ALL OTHER RELEVANT LEGISLATION
THE ,ISTING -ANUAL ISSUED BY 3'8 34 THE #ODE ON #OLLECTIVE )NVESTMENT 3CHEMES ISSUED BY -ONETARY !UTHORITY OF
3INGAPORE h-!3v INCLUDING !PPENDIX ON 0ROPERTY &UNDS THE 4RUST $EED ANY TAX RULING ISSUED BY )NLAND 2EVENUE
!UTHORITY OF 3INGAPORE AND ALL RELEVANT CONTRACTS
s !TTENDING TO COMMUNICATIONS WITH 5NITHOLDERS AND
s 3UPERVISING THE PROPERTY MANAGERS WHO PERFORM THE DAY TO DAY PROPERTY MANAGEMENT FUNCTIONS INCLUDING LEASING
accounting, marketing, promotion, coordination and operations management) for LMIR Trust assets pursuant to the
property management agreements signed collectively and for each mall.
LMIR Trust, constituted as a real estate investment trust, is managed by the Manager and accordingly, it has no personnel of
ITS OWN 4HE -ANAGER APPOINTS EXPERIENCED AND WELL QUALIlED MANAGEMENT PERSONNEL TO HANDLE THE DAY TO DAY OPERATIONS
OF THE -ANAGER 4HE -ANAGER HAS IN PLACE PROCEDURES TO COMPLY WITH EXISTING RULES AND REGULATIONS AFFECTING LISTED 2%)4S
The Legal and Compliance officer handles compliance with MAS’ requirements.
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LIPPO MALLS INDONESIA RETAIL TRUST ANNUAL REPORT 2014
