In modern economies, it is important to separate day to day corporate management from the owners to the managers. The purpose of the separation system is to create efficiency and effectiveness by hiring professionals in managing the company.

Besides that, companies increasingly depend on external capital (equity, loans) for the financing of their activities, investment and growth. It is therefore increasingly in their interest to assure external financiers of the proper and most efficient use of funds, and of the fact that the management acts in the best interest of the company.

Such assurance is given by a system of corporate governance. A sound corporate governance system should provide effective protection for shareholders and creditors, so that they can assure themselves of getting a proper return on investment. It should therefore also help to create an environment conducive to the efficient and sustainable growth of the corporate sector.

Board of Commissioners

The Board of Commissioners (BOC) of Intiland is responsible and has the authority to supervise the actions of the Board of Directors (BOD) and shall give advice to BOD when required. BOC shall also ensure that the company perform its social responsibilities and consider the interests of various stakeholders in the company. BOC will monitor the effectiveness of good corporate governance practices under which it operates and make changes as needed.

BOC of Intiland remains the same as previous year, consisting of six commissioners including three independent commissioners. BOC conducted six meetings in 2008. The first meeting was held on 25 March attended by five commissioners and one proxy. BOC agreed to approve the last minutes of meeting, the financial report ended 31 December 2007 with some notes and the audit committee’s report with some notes.

The second meeting was held on 28 April attended by four commissioners. In this meeting, BOC agreed to approve the last minutes of meeting, the financial report ended 31 March 2008 and the audit committee’s report with some notes.

The third meeting was held on 11 June attended by four commissioners. BOC agreed to approve the last minutes of meeting, to give recommendations to General Meeting of Shareholders to give proxy to BOD to amend Intiland’s Article of Association in accordance to the new regulations, to include the appointment of public accountant and remuneration of BOC and BOD in the agenda of General Meeting of Shareholders.

The fourth meeting was held on 28 July attended by all commissioners. BOC agreed to approve the last minutes of meeting, the audit committee’s report with some notes and the financial report ended 30 June 2008 with some notes. The fifth meeting was held on 4 September attended by all commissioners.

This meeting was an informal meeting discussing key development updates on Intiland. The last meeting was held on 28 October attended by five commissioners and one proxy. BOC agreed to approve the last minutes of meeting, the audit committee’s report and the financial report ended 30 September 2008 with some notes.

Board of Directors

Intiland’s BOD is led by a President Director/Chief Executive Officer, three Vice President Directors with two as Chief Operating Officers, three executive directors and one independent director.

In general, BOD’s roles and responsibilities are to manage the company’s resources to achieve its vision and mission by considering the interests of the shareholders. BOD is responsible for the implementation of their duties to the shareholders at the general meeting of shareholders.

In 2008, BOD conducted 20 meetings. The first three meetings were held intensively on 14-16 January attended by six directors discussing marketing strategies, new projects and several other issues including the concept of the new logo. By end of January, another three meetings were held on 28 – 30 January attended by seven directors discussing marketing strategies, forecast and projections, and project updates. On 17 March, five directors attended the meeting discussing updates on new projects.

On 11 April, six directors attended the meeting discussing updates on new projects. In May, three meetings were held on 21 – 23 May attended by 7 directors, discussing risk management policy and updates on marketing and projects. In June, two meetings were held on 12 June attended by eight directors and on 20 June attended by 5 directors, mostly discussing updates on projects.

In October, BOD conducted three meetings. Five directors attended the 10 October meeting, seven directors attended the 15 October meeting, five directors attended the 27 October meeting. All meetings in October basically discussed updates on the projects, funding strategy and cash flow management.

In November, BOD conducted two meetings on 17 and 18 November attended by seven directors. The last two meetings were conducted on 10 December attended by five directors discussing payment policy and on 18 December attended by six directors discussing updates on current situation.

Total remuneration granted to BOC and BOD in 2007 and 2008 was Rp 7.717 billion and Rp 11.219 billion respectively.

Audit Committee

The audit committee is to enhance the supervisory function of BOC in ensuring good corporate governance practice, maintaining adequate internal control structure and process, increasing the quality of disclosure and financial reporting, and conducting risk management.

Together with BOC, in 2008, audit committee ensures the business risk identification, effective and efficient operational control, quality of management and financial information and the company’s compliance to the rules and regulations.

Audit committee held 5 meetings in 2008. The first meeting was conducted on 25 March attended by all four audit committee members. External auditor of the company (Moore Stephens) was also invited. The meeting accepted the final draft of the audited financial report ended 31 December 2007, agreed to accept BOD’s action plans regarding the last minutes of meeting and accepted the internal audit report for the period of October-December 2007.

The second meeting was held on 28 April attended by all four audit committee members. The meeting accepted the BOD’s action plans regarding the last minutes of meeting, agreed to accepted BOD’s plan to sell Wisma Manulife Indonesia, accepted the internal audit report for the period of January-March 2008 and the financial report ended 31 March 2008. The meeting also requested BOC and BOD to give comments on the changes of the Article of Association.

The third meeting was on 28 July attended by three audit committee members. The meeting accepted BOD’s action plans regarding the last minutes of meeting, requested BOD to consider the recommendations from internal auditor and accepted the financial report ended 30 June 2008.

The fourth meeting was held on 28 October attended by all four audit committee members. The meeting agreed to accept BOD’s action plans regarding the last minutes of meeting, accepted the internal audit report for the period of July - September 2008 with some notes and the financial report ended 30 September 2008. BOD was also requested to maintain its good performance.

Last meeting was conducted on 3 November attended by all four audit committee members. The meeting agreed to reappoint Moore Stephens to audit Intiland’s 2008 financial report.