CORPORATE GOVERNANCE REPORT
(CONT’D)
BOARD OF DIRECTORS OF THE MANAGER
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.”
Role of the Board
The Board of Directors of theManager (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 Directors;
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; and
4.
reviewing the risks to the assets of LMIR Trust, and acting 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 Constitution of the Manager provides for Board meetings to be held by way of
telephone conference and/or video-conference. If required, time is set aside for discussions amongst the non-executive
members of the Board without the presence of the Management.
The Board has adopted guidelines whereby certain matters are reserved for the Board’s decision. These include but may
not be limited to:
1.
major capital expenditure;
2.
material acquisitions, investments, disposals and divestments;
3.
corporate and financial restructuring;
4.
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
directors will be briefed either during Board meetings or at specially-convened sessions involving relevant professionals.
The Board is supported by the Audit and Risk Committee and the Nominating and Remuneration Committee (“Board
Committees”) in discharging its responsibilities. The Board has delegated specific responsibilities to these Board Committees
and their composition and duties are described in this report. While these Board Committees have the authority to
examine particular issues in their respective areas, the Board Committees report to the Board with their decisions and
recommendations as the ultimate responsibility on all matters lies with the entire Board.
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