Principle 1: “Every company should be headed by an effective Board to lead and control the company. The Board
is collectively responsible for the long-term success of the company. The Board works with the Management to
achieve this objective and the Management remains accountable to the Board.”
BOARD OF DIRECTORS OF THE MANAGER
Role of the Board
The Board of Directors of the Manager (the “Board”) is entrusted with the responsibility for overall management and corporate
governance of the Manager including establishing goals for management, monitoring the achievement of these goals and
reviewing the Manager’s key activities. The Board is also responsible for:
1.
the strategic business direction and risk management of LMIR Trust, and reviewing and assessing Management’s
PERFORMANCE
2.
matters relating to corporate governance, business operations and risk assessments, financial performance, and the
NOMINATION OF $IRECTORS
3.
reviewing the strategies and policies of LMIR Trust, including any significant acquisitions and disposals, the annual
budget, the financial performance of LMIR Trust against previously approved budget, and to approve the release of
THE QUARTERLY AND FULL YEAR RESULTS
4.
reviewing the risks to the assets of LMIR Trust, and acts judiciously upon the comments from the auditors of
LMIR Trust.
The Board meetings are held once every quarter and when necessary, additional Board meetings will be held to address
significant transactions or issues. The Articles of Association of the Manager provide for Board meetings to be held by way
OF TELEPHONE CONFERENCE AND OR VIDEO CONFERENCE
The Board is supported by the Audit and Risk Committee (the “ARC”) which provides independent supervision of management.
The Board has adopted guidelines whereby certain matters are reserved for the Board’s decision. These include but may not
be limited to:
MAJOR CAPITAL EXPENDITURE
MATERIAL ACQUISITIONS INVESTMENTS DISPOSALS AND DIVESTMENTS
CORPORATE AND lNANCIAL RESTRUCTURING
BANK BORROWINGS AS WELL AS ARRANGEMENT IN RELATION TO CHEQUE SIGNATORIES AND
5.
unit issuances, distributions and other returns to unitholders.
Moreover, changes to regulations, policies and accounting standards are monitored closely. Where the changes have
a significant impact on LMIR Trust or have an important bearing on the Manager’s or Directors’ disclosure obligations,
THE $IRECTORS WILL BE BRIEFED EITHER DURING "OARD MEETINGS OR AT SPECIALLY CONVENED SESSIONS INVOLVING RELEVANT PROFESSIONALS
3IX "OARD MEETINGS WERE HELD DURING THE lNANCIAL YEAR
AND THE ATTENDANCE AT THE "OARD MEETINGS ARE SET OUT ON
page 46 of this Annual Report.
Principle 2: “There should be a strong and independent element of the Board, which is able to exercise objective
judgment on corporate affairs independently, in particular, from the Management and 10% shareholders.
No individual or small group of individual should be allowed to dominate the Board’s decision making.”
Corporate Governance Report
(Cont’d)
42
LIPPO MALLS INDONESIA RETAIL TRUST ANNUAL REPORT 2014
