CORPORATE GOVERNANCE REPORT
(CONT’D)
For Related Party Transactions entered into or to be entered into by the Trustee (as trustee of LMIR Trust), the Trustee
is required to consider the terms of such transactions to satisfy itself that such transactions are conducted on an arm’s
length basis and on normal commercial terms, are not prejudicial to the interests of LMIR Trust and the Unitholders, and
are in accordance with all applicable requirements of the Property Funds Appendix and/or the Listing Manual relating to
the transaction in question. Further, the Trustee (as trustee of LMIR Trust) has the ultimate discretion under the Trust Deed
to decide whether or not to enter into a Related Party Transaction. If the Trustee (as trustee of LMIR Trust) is to sign any
Related Party Transaction contract, the Trustee will review the contract to ensure that it complies with the requirements
relating to Related Party Transaction as well as such other guidelines as may from time to time be prescribed by the MAS
and the SGX-ST to apply to real estate investment trusts.
Role of the Audit and Risk Committee for Related Party Transactions
All Related Party Transactions are subjected to regular periodic reviews by the ARC. TheManager’s internal control procedures
are intended to ensure that Related Party Transactions are conducted on an arm’s length basis and on normal commercial
terms and are not prejudicial to the interests of Unitholders.
The Manager maintains a register to record all Related Party Transactions (and the bases, including any quotations from
unrelated third parties and independent valuations obtained to support such bases, on which they are entered into) which
are entered into by LMIR Trust. The Manager incorporates into its internal audit plan a review of all Related Party Transactions
entered into by LMIR Trust. The ARC shall review the internal audit reports to ascertain that the guidelines and procedures
established to monitor Related Party Transactions have been complied with. In addition, the Trustee will also have the right to
review such audit reports to ascertain that the Property Funds Appendix have been complied with. The ARC will periodically
review all Related Party Transactions to ensure compliance with the Manager’s internal control procedures and with the
relevant provisions of the Property Funds Guidelines and/or the Listing Manual. The review will include the examination of
the nature of the transactions and its supporting documents or such other data deemed necessary by the ARC.
If a member of the ARC has an interest in a transaction, he is required to abstain from participating in the review and
approval process in relation to that transaction.
LIPPO MALLS INDONESIA RETAIL TRUST
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