LIPPO-MAPLETREE - Lippo Malls Indonesia Retail Trust - Investor ...

The Manager and corporate governancecheque signatories. In addition, sub-limits are also delegated to various management levels to facilitateoperational efficiency.The members of the Board’s Audit Committee will monitor changes to regulations and accountingstandards closely. To keep pace with regulatory changes, where these changes have an importantbearing on the Manager’s or Directors’ disclosure obligations, the Directors will be briefed either duringBoard meetings or at specially convened sessions involving the relevant professionals. The managementwill also provide the Board with complete and adequate information in a timely manner through regularupdates on financial results, market trends and business developments.The majority of the Directors are non-executive. Further, three of the seven Directors are independent ofthe management. This enables the management to benefit from their external, diverse and objectiveperspective on issues that are brought before the Board. It would also enable the Board to interact andwork with the management through a robust exchange of ideas and views to help shape the strategicprocess. This, together with a clear separation of the roles of the Chairman and the Chief Executive Officer,provides a healthy professional relationship between the Board and the management, with clarity of rolesand robust oversight as they deliberate on the business activities of the Manager.The positions of Chairman of the Board and Chief Executive Officer are separately held by two persons inorder to maintain an effective check and balance. The Chairman of the Board, Mr Tan Bar Tien, is anIndependent Director, while the Chief Executive Officer, Ms Viven G. Sitiabudi, is an Executive Director ofthe Board.There is a clear separation of the roles and responsibilities between the Chairman and the Chief ExecutiveOfficer of the Manager. The Chairman is responsible for the overall management of the Board as well asensuring that the members of the Board and the management work together with integrity andcompetency, and that the Board engages the management in constructive debate on strategy,business operations, enterprise risk and other plans while the Chief Executive Officer has fullexecutive responsibilities over the business directions and operational decisions in the day-to-daymanagement of the Manager.The Board has separate and independent access to senior management and the Company Secretary atall times. The Company Secretary attends to corporate secretarial administration matters and attends allBoard meetings. The Board also has access to independent professional advice where appropriate andwhenever requested.192