Independence of the Board
4HE "OARD PRESENTLY CONSISTS OF SIX $IRECTORS OF WHICH FOUR ARE INDEPENDENT NON EXECUTIVE DIRECTORS "Y THIS COMPOSITION THE
Manager has complied with the required independence, as set out by the Code.
Principle 8: The Board shall establish an Audit Committee with written terms of reference which clearly set out
its authority and duties.”
AUDIT AND RISK COMMITTEE
The Audit and Risk Committee (the ARC) is appointed by the Board from among the Directors and comprises three members,
all of whom (including the Chairman of the ARC) are Independent Directors.
The ARC consists of the following members:
-R ,EE 3OO (OON 0HILLIP #HAIRMAN .ON EXECUTIVE AND )NDEPENDENT
-R !LBERT 3AYCHUAN #HEOK
.ON EXECUTIVE AND LNDEPENDENT
-R 'OH 4IAM ,OCK
.ON EXECUTIVE AND LNDEPENDENT
The role of the ARC is to monitor and evaluate the effectiveness of the Manager’s internal controls. The ARCalso reviews the
QUALITY AND RELIABILITY OF INFORMATION PREPARED FOR INCLUSION IN lNANCIAL REPORTS AND IS RESPONSIBLE FOR THE NOMINATION OF EXTERNAL
AUDITORS AND REVIEWING THE ADEQUACY OF EXTERNAL AUDITS IN RESPECT OF COST SCOPE AND PERFORMANCE 7ITH THE ASSISTANCE OF THE
auditors, the ARC assesses changes in accounting standards and issues that impact LMIR Trust. The ARC has recommended
the outsourcing of the Manager’s internal audit function and this has been accepted by the Board.
The ARC’s responsibilities include:
s MONITORING THE PROCEDURES ESTABLISHED TO REGULATE 2ELATED 0ARTY 4RANSACTIONS INCLUDING ENSURING COMPLIANCE WITH THE
provisions of the Listing Manual relating to “interested person transactions” (as defined therein) and the provisions
OF THE 0ROPERTY &UNDS !PPENDIX RELATING TO hINTERESTED PARTY TRANSACTIONSv AS DElNED THEREIN BOTH SUCH TYPES OF
TRANSACTIONS CONSTITUTING h2ELATED 0ARTY 4RANSACTIONSv
s MONITORING THE PROCEDURES IN PLACE TO ENSURE COMPLIANCE WITH APPLICABLE LEGISLATION THE ,ISTING -ANUAL AND THE
0ROPERTY &UNDS !PPENDIX
s REVIEWING ARRANGEMENTS BY WHICH WHISTLE BLOWERS MAY IN CONlDENCE RAISE CONCERNS ABOUT POSSIBLE IMPROPRIETIES
in matters of financial reporting or other matters and ensuring that arrangements are in place for the independent
INVESTIGATION OF SUCH MATTERS AND FOR APPROPRIATE FOLLOW UP ACTION
s EXAMINING THE EFFECTIVENESS OF lNANCIAL OPERATING COMPLIANCE AND INFORMATION TECHNOLOGY CONTROLS AND RISK
MANAGEMENT POLICIES AND SYSTEMS AT LEAST ANNUALLY
s REVIEWING EXTERNAL AUDIT REPORTS TO ENSURE THAT WHERE DElCIENCIES IN INTERNAL CONTROLS HAVE BEEN IDENTIlED APPROPRIATE
AND PROMPT REMEDIAL ACTION IS TAKEN BY THE MANAGEMENT
s REVIEWING THE ADEQUACY OF EXTERNAL AUDITS IN RESPECT OF COST SCOPE AND PERFORMANCE
s MAKING RECOMMENDATIONS TO THE "OARD ON THE APPOINTMENT REAPPOINTMENT AND REMOVAL OF EXTERNAL AUDITORS AND
APPROVING THE REMUNERATION AND TERMS OF ENGAGEMENT OF EXTERNAL AUDITORS
s REVIEWING ON AN ANNUAL BASIS THE INDEPENDENCE AND OBJECTIVITY OF THE EXTERNAL AUDITORS AND WHERE THE EXTERNAL
AUDITORS ALSO PROVIDE A SUBSTANTIAL VOLUME OF NON AUDIT SERVICES TO ,-)2 4RUST KEEPING THE NATURE AND EXTENT OF SUCH
SERVICES UNDER REVIEW SEEKING TO BALANCE THE MAINTENANCE OF OBJECTIVITY AND VALUE FOR MONEY
s REVIEWING INTERNAL AUDIT REPORTS ANNUALLY TO ASCERTAIN THAT THE GUIDELINES AND PROCEDURES ESTABLISHED TO MONITOR 2ELATED
0ARTY 4RANSACTIONS HAVE BEEN COMPLIED WITH
s ENSURING THAT THE INTERNAL AUDIT FUNCTION IS ADEQUATELY RESOURCED AND HAS APPROPRIATE STANDING WITH ,-)2 4RUST
s ENSURING AT LEAST ANNUALLY THE ADEQUACY OF THE INTERNAL AUDIT FUNCTION
Corporate Governance Report
(Cont’d)
45
LIPPO MALLS INDONESIA RETAIL TRUST ANNUAL REPORT 2014
