Boards and committees

Investors

Boards and committees


Board of
Commissioners



Board of
Directors


Governance,
Nomination and
Remuneration
Committee

Audit
Committee


Risk
Mitigation
Committee

Board of Commissioners

The Company’s Board of Commissioners is responsible for overseeing the Company’s management by the Board of Directors, and for ensuring that the Company has implemented GCG in a sustainable manner. The Board of Commissioners is also responsible for providing assistance to the Board of Directors in determining the Company’s strategy, as well as providing suggestions, advice, and recommendations to the Board of Directors regarding certain issues and matters.

The determination and selection for candidates of the Board of Commissioners is carried out by the Governance Nomination and Remuneration Committee after taking into account the qualifications and needs of the Company. In addition, the Company refers to POJK concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies as well as the Articles of Association and the Company’s Nomination and Remuneration Process Policy.

In performing their duties and responsibilities, members of the Board of Commissioners shall refer to the Company’s Articles of Association, the Board of Commissioners’ Charter and the prevailing laws and regulations. Find and download the Charter of the Board of Commissioners in our Governance Policy page.


Board of Commissioners’ Composition as at April 2, 2019:

President Commissioner: Eduardo Bartolomeo

Vice-President Commissioner: Mark James Travers

Commissioner: Luiz Fernando Landeiro

Commissioner: Nobuhiro Matsumoto

Independent Commissioner: Mahendra Siregar

Independent Commissioner: Raden Sukhyar

The biography of each member of the Board of Commissioners can be found in our leadership page

Board of Directors

The Board of Directors is responsible for managing the Company effectively, efficiently and prudently in accordance with the Company’s interest, objectives, and purposes. All member positions in the Board of Directors, including the President Director, are equal. Under the President Director’s coordination, the Directors oversee the Company’s overall performance, as well as operational, legal, social and financial responsibility processes.

According to the Company’s Articles of Association, the Company is managed by a Board of Directors consisting of a minimum of three but with not more than ten Directors with the following composition: One President Director; One Vice-President Director; Not more than eight Directors.

Each member of the Board of Directors carries out their decision-making tasks in accordance with the distribution of duties and authority. However, the implementation of duties by each member the Board of Directors remain as a joint liability.

Find and download the Charter of the Board of Directors in our Governance Policy page.


Board of Directors’ Composition as at April 2, 2019:

President Director: Nico Kanter

Vice-President Director: Febriany Eddy

Director: Bernardus Irmanto

Director: Dani Widjaja

Director: Agus Superiadi

Director: Vinicius Mendes Ferreira

The biography of each member of the Board of Directors can be found in our leadership page

Governance, Nomination and Remuneration Committee

The Governance, Nomination and Remuneration Committee is responsible for assisting the Board of Commissioners regarding matters related to governance and the nomination and remuneration process. The Nomination and Remuneration functions were absorbed by to the Governance Committee. As such, its name changed to the Governance, Nomination and Remuneration Committee, based on the Board of Commissioners’ meeting resolution dated March 27, 2017.

The Governance, Nomination and Remuneration Committee Members were appointed based on POJK No.34/POJK.04/2014 concerning Public Company’s Nomination and Remuneration Committee. The Committee composition shall consist of at least three members with the provision that the Chairman is an Independent Commissioner. Other members may come from the Board of Commissioners, parties from outside the Company, as well as those who hold managerial positions under the Board of Directors in charge of human resources.

Committee members are appointed through Board of Commissioners’ meetings, and confirmed through a Board of Commissioners’ decision. In accordance with the Company’s Articles of Association, the period and term of office for Committee members is two years, in line with the Board of Commissioners’ tenure.

In 2018, there were changes to the Committee membership. The Committee membership as of December 31, 2018 was comprised of 1 Chairman and 3 members.


Governance, Nomination and Remuneration Committee Composition as at December 31, 2018

Chairman: Mahendra Siregar, appointed in September 4, 2018

Member: Eduardo Bartolomeo, appointed in April 4, 2018

Member: Mark James Travers, appointed in September 4, 2018

Member: Nobuhiro Matsumoto, appointed in July 20, 2018

Audit Committee

The Audit Committee assists the Board of Commissioners in fulfilling its supervisory responsibilities over the process and integrity of the Company’s financial reporting, risk management and audits. The Audit Committee reports directly to the Board of Commissioners.

The Committee membership was established based on POJK No.55/ POJK.04/2015 concerning the Establishment and Implementation Guidelines for Audit Committees, The Committee membership shall consist of at least three members with at least one Independent Commissioner and parties from outside the Company.

An Independent Commissioner chairs the Audit Committee. In 2018, the Board of Commissioners appointed Mahendra Siregar as Audit Committee Chairman, effective as of April 4, 2018. The appointment was based on a Board of Commissioners’ decision taken at the Board of Commissioners’ meeting on April 4, 2018, after taking into account the Governance, Nomination and Remuneration Committee recommendation.

The Audit Committee has a Charter to guide the Committee members in carrying out their roles, duties and responsibilities when assisting the Board of Commissioners. The Charter was updated and approved by the Board of Commissioners on November 11, 2014. Find and download the Audit Committee Charter in our Governance Policy page.


Audit Committee Composition as at December 31, 2018:

Mahendra Siregar, Chairman (April 2018-present)

Dedi Rudaedi, Member (January 2015 - present)

Annie Margono, Member (November 2017 - present)

Risk Mitigation Committee

The Risk Mitigation Committee was formed based on the Board of Commissioners’ Meeting decision on March 27, 2017. The Committee’s duties and responsibilities include assisting the Board of Commissioners regarding risk management application and implementation supervision.

In general, the Risk Mitigation Committee is tasked with assisting the Board of Commissioners in overseeing the overall Company risks, formalizing the risk profiles and acceptable risks, and ensuring the Company’s risk management framework (policies, procedures and practices) remains strong and healthy.

The Risk Mitigation Committee has a Risk Mitigation Committee Charter that was approved and effective on June 7, 2017. The Charter serves as guideline for the Committee’s members in carrying out their roles, duties and responsibilities to assist the Board of Commissioners.

Committee membership is determined based on the Board of Comissioners’ decision and Risk Mitigation Committee Charter. Based on these provisions, the Committee composition consists of three members, provided that one member is concurrently the Chairman and an Independent Commissioner. The term of office for Committee members is two years.


Risk Mitigation Committee Composition as at December 31, 2018

Raden Sukhyar, Chairman (June 2017 - present)

Annie Margono, Member (November 2017 - present)

Dino Otranto, Member (November 2018 - present)

Affiliate Relationships Between Members of the Board of Commissioners, Board of Directors and Majority and/or Controlling Shareholders

The Board of Commissioners and Board of Directors do not have affiliate relationships, either financially or family, to one another, or with the Major Shareholders or Controlling Shareholders.