One - Lippo Malls Indonesia Retail Trust - Investor Relations

44Lippo-Mapletree Indonesia Retail Trust Annual Report 2009Corporate Governance (Cont’d)The Board of Directors has accepted the Audit Committee’s recommendation to outsource the Manager’s Internal Audit functions. TheAudit Committee had also conducted a review of all non-audit services provided by the external auditors and is satisfi ed that the extentof such services will not prejudice the independence and objectivity of the external auditors. No non-audit fees were paid to the externalauditors during the fi nancial year under review. The re-appointment of the external auditors will be subject to approval by way of anordinary resolution of Unitholders at LMIR Trust’s inaugural Annual General Meeting, to be held on 27 April 2010.Four Audit Committee meetings were held during the fi nancial year 2009. The attendance at the Audit Committee meetings held is setout in page 47.INTERNAL AUDITThe Manager has put in place a system of internal controls of procedures and processes to safeguard LMIR Trust’s assets, Unitholders’interests as well as to manage risk.The internal audit function of the Manager is out-sourced to KPMG LLP. The internal auditors report directly to the Audit Committee. TheAudit Committee is of the view that the internal auditor has adequate resources to perform its functions.DEALINGS IN LMIR TRUST UNITSThe Board has adopted an internal compliance code of conduct to provide guidance to its offi cers dealing in LMIR Trust’s units (“Units”).Directors are required to give notice to the Manager of their acquisition of units or changes in the number of units they hold or in whichthey have an interest, within two business days after such acquisition or occurrence.In general, the Manager’s policy encourages directors and employees of the Manager to hold Units but prohibits them from dealing insuch Units:1. during the period commencing one month before the public announcement of LMIR Trust’s annual results and (where applicable)property valuations and two weeks before the public announcement of LMIR Trust’s quarterly results and ending on the date ofannouncement of the relevant results or, as the case may be, property valuations; and2. at any time whilst in possession of price sensitive information.The Directors and employees of the Manager have been directed to refrain from dealing in Units on short-term considerations. TheDirectors and employees of the Manager are also prohibited from communicating price sensitive information to any person.In addition, the Manager has given an undertaking to the MAS that it will announce to the SGX-ST the particulars of its holdings in the Unitsand any changes thereto within two business days after the date on which it acquires or disposes of any Units, as the case may be. TheManager has also undertaken that it will not deal in the Units during the period commencing one month before the public announcementof LMIR Trust’s annual results and (where applicable) property valuations and two weeks before the public announcement of LMIR Trust’squarterly results and ending on the date of announcement of the relevant results or, as the case may be, property valuations.MANAGEMENT OF BUSINESS RISKEffective risk management is a fundamental part of LMIR Trust’s business strategy. Recognising and managing risk is central to thebusiness and to protecting Unitholders’ interests and value. LMIR Trust operates within overall guidelines and specifi c parameters set bythe Board. Each transaction is comprehensively analysed to understand the risks involved. Responsibility of managing risk lies initially withthe business unit concerned, working within the overall strategy outlined by the Board.The Board meets quarterly or more often, if necessary and reviews the fi nancial performance of the Manager and LMIR Trust against apreviously approved budget. The Board will also review the business risks of LMIR Trust, examine liability management and will act uponany comments from the auditors of LMIR Trust. In assessing business risk, the Board considers the economic environment and riskrelevant to the property industry. The Board reviews management reports and feasibility studies on individual development projects priorto approving major transactions. Management meets regularly to review the operations of the Manager and LMIR Trust and discuss anydisclosure issues.