Lippo Malls Indonesia Retail Trust - Annual Report 2015 - page 50

CORPORATE GOVERNANCE REPORT
(CONT’D)
Renewal or replacement of Board members does not necessarily reflect their contributions to date, but may be driven by
the need to position and shape the Board in line with the evolving needs of LMIRT Trust and the Manager and its business.
The selection of candidates is evaluated taking into account various factors including the current and mid-term needs and
goals of LMIRT Trust and the Manager, as well as the relevant expertise of the candidates and their potential contributions.
Candidates may be put forward or sought through contacts and recommendations.
Guideline 4.4 of the Code recommends that the Board determines the number of listed company board representations
which any director may hold and disclose this in the annual report. The Board has determined that a director may hold a
maximum of ten (10) listed company board representation. Notwithstanding the directors have multiple listed company
Board representations and/or other principal commitments, the Board is of the view that each of them is able to and has
adequately carried out his duties as a director of the Manager. Such capacity to assumemultiple directorships of the directors
is considered by taking into account other factors such as but not limited to regular attendance at the Board meetings,
prompt discharge of their duties and responsibilities and ability to deliver on matters needing the directors’ advice, proposal
and recommendations to the Manager.
Board’s induction and training
Upon appointment, a Director is provided with a formal letter of appointment as well as information on matters relating
to the role of a director. All directors on appointment will be required to undertake an induction programme to familiarise
themselves with the Manager’s business and strategies. This shall include meeting with the Chairman of the Board and
its members and the executive management of the Manager as well as other key personnel of the Manager. Likewise, on-
site visits are organised to familiarize directors with LMIR Trust’s properties and to facilitate better understanding of the
operations of LMIR Trust and its subsidiaries (“LMIR Trust Group”).
Both the new and existing directors receive regular trainings such as but not limited to participation in seminars and training
programmes, in connection with their duties as well as on relevant new laws and regulations and commercial risks which
affect LMIR Trust. These trainings are fully arranged and funded by the Manager. Some of these trainings attended by the
directors include those sponsored by the Singapore Institute of Directors (SID), Singapore Business Federation and by
audit firms on accounting issues, corporate governance as well as other related matters. During the financial year 2015, the
Directors received or attended several trainings/conferences such as those sponsored by the SID namely,
“Noble Group: the
Saga and its Lessons, “Launch of Nominating Committee Guide”
and
“the Sixth Annual SID Directors’ Conference”
.
Board Performance and Evaluation
Principle 5: “There should be a formal assessment of the effectiveness of the Board as a whole and its board committees
and the contribution by each director to the effectiveness of the Board.”
The majority of the directors are non-executive and independent of management. This enables management to benefit from
their external, diverse and objective perspective on issues that are brought before the Board. It also enables the Board to
work with Management through robust exchange of ideas and views to help shape the strategic process. This, together with
a clear separation of the roles between the Chairman and the CEO, provides a healthy professional relationship between
the Board and Management, with clarity of roles and robust oversight as they deliberate on the business activities of the
Manager.
Reviews of Board performance are carried out on an informal basis. The Manager believes that collective Board performance
and that of individual Board members are better reflected through their proper guidance, diligent oversight and able
leadership, and the support that it lends to Management in steering LMIRT Management in the appropriate direction,
and the long-term performance of LMIR Trust whether under favourable or challenging market conditions, rather than by
formal measures of assessment. The Board was also able to assess the Board Committees through their regular reports
to the Board on their activities.
LIPPO MALLS INDONESIA RETAIL TRUST
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