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

The Manager and corporate governance• the Manager ceases to carry on business;• the Manager fails or neglects after reasonable notice from the Trustee to carry out or satisfy anymaterial obligation imposed on the Manager by the Trust Deed;• if the Unitholders by an Ordinary Resolution duly proposed and passed by Unitholders present andvoting at a meeting of Unitholders convened in accordance with the Trust Deed, with no Unitholder(including the Manager and its Related Parties) being disenfranchised, vote to remove the Manager;• for good and sufficient reason, the Trustee is of the opinion, and so states in writing, that a change of theManager is desirable in the interests of the Unitholders; or• the MAS directs the Trustee to remove the Manager.Where the Manager is removed on the basis that a change of the Manager is desirable in the interests ofthe Unitholders, the Manager has a right under the Trust Deed to refer the matter to arbitration. Anydecision made pursuant to such arbitration proceedings is binding upon the Manager, the Trustee and allUnitholders.CORPORATE GOVERNANCE OF THE MANAGERThe following outlines the main corporate governance practices of the Manager.Board of Directors of the ManagerThe Board is responsible for the overall corporate governance of the Manager including establishing goalsfor management and monitoring the achievement of these goals. The Manager is also responsible for thestrategic business direction and risk management of LMIR Trust. All Board members will participate inmatters relating to corporate governance, business operations and risks, financial performance, and thenomination and review of Directors. The Board will establish a framework for the management of theManager and LMIR Trust, including a system of internal audit and control and a business risk managementprocess. The Board consists of seven members, three of whom are Independent Directors. None of theDirectors has entered into any service contract directly with LMIR Trust.The composition of the Board is determined using the following principles:• the Chairman of the Board should be a non-executive Director;• the Board should comprise Directors with a broad range of commercial experience including expertisein funds management, law, finance and the property industry; and• at least one-third of the Board should comprise independent Directors.The composition will be reviewed regularly to ensure that the Board has the appropriate mix of expertiseand experience.Audit CommitteeThe Audit Committee is appointed by the Board from among the Directors and is composed of threemembers, a majority of whom (including the Chairman of the Audit Committee) are required to beindependent Directors. As at the date of this Prospectus, the members of the Audit Committee are Mr TanBar Tien, Mr Lim Ho Seng and Mr Lok Vi Ming. Mr Lim Ho Seng has been appointed as the Chairman of theAudit Committee. All of them are independent Directors and resident in Singapore.The role of the Audit Committee is to monitor and evaluate the effectiveness of the Manager’s internalcontrols. The Audit Committee will review the quality and reliability of information prepared for inclusion infinancial reports, and will be responsible for the nomination of external auditors and reviewing theadequacy of external audits in respect of cost, scope and performance.The Audit Committee’s responsibilities also include:• monitoring the procedures established to regulate Related Party Transactions, including ensuringcompliance with the provisions of the Listing Manual relating to “interested person transactions” (asdefined therein) and the provisions of the Property Funds Guidelines relating to “interested party201