BOARD OF COMMISSIONERS

BOC - Theo

Theo L. Sambuaga

President Commissioner

 

An Indonesian citizen, he is 67 years of age as per December 31, 2016. He earned a bachelor’s degree from the Faculty of Social and Political Sciences, University of Indonesia, and a master’s degree from the School of Advanced International Studies (SAIS) at Johns Hopkins University, Washington DC.

 

He is currently serving as the Company’s President Commissioner since 2012, confirmed during the Annual General Meeting of Shareholders for fiscal year 2011 and notarised in Deed of Meeting Resolution No. 3 dated May 2, 2012, before Notary Public Rini Yulianti, S.H., a Notary in East Jakarta. Previously, he served as the Company’s Commissioner in 2011.

 

He is also serving as President of Lippo Group (2010 – present), President Commissioner of PT Lippo Karawaci Tbk (2010 – present), President Commissioner of PT First Media Tbk (2013 – present), and Vice President Commissioner of PT Matahari Putra Prima Tbk (2013 – present).

 

He has also held public offices including at the Minister of Labour, Development Cabinet VII (1998), State Minister for Housing and Settlement, Development Reform Cabinet (1998 – 1999), member of the House of Representatives / People’s Consultative Assembly (1982 – 2009), Vice-Chairman Commission I of the House of Representatives (1990 – 1994), Chairman BKSAP (Agency for Inter- Parliamentary Cooperation) House of Representatives (1994 – 1998), Chairman of the Works Construction of the House of Representatives (1997 – 1998), Chairman of Commission I (2004 – 2009) , member of the Working Committee of the People’s Consultative Assembly (1993 – 1999), Chairman of the PAH / Ad Hoc Committee I (GBHN) Executive Body of the MPR (1999 – 2000), Vice-Chairman of the Golkar Party faction of the MPR (1999 – 2004), Vice-Chairman of the PAH / Ad Hoc I Committee (Constitutional Amendment) Working Committee of People’s Consultative Assembly (2002 – 2004).

 

In the Golkar Party, he served as Deputy Secretary General of the DPP / Central Executive Board (1993 – 1998), DPP Chairman (1998 – 2009), Vice Chairman of the DPP (2009 – 2016), and Vice Chairman of the Board of Trustees of the DPP (2016 – present).

BOC - Jonathan

Jonathan L. Parapak

Independent Commissioner

 

An Indonesian citizen, he is 74 years of age as per December 31, 2016. He holds an Engineering degree from the University of Tasmania, Australia, in 1966 and a Master of Engineering Science from the University of Tasmania, Australia in 1968. He also holds a number of honorary titles including The Honorary Doctor of Humanity from Ouachita Baptist University, USA; The Honorary Doctor of Engineering from the University of Tasmania, Australia; The Honorary Professorship in Education and Humanity from Corban College, USA; and The Adjunct Professorship in Engineering from the Queensland University of Technology, Australia.

 

He is currently serving as the Company’s Independent Commissioner since 2001, based on the Deed of Minutes of Annual General Meeting of Shareholders No. 95 dated May 30, 2001, notarised by Mrs Poerbaningsih Adi Warsito, S.H., a Notary in Jakarta, after serving as Commissioner in the previous year.

 

He has held several senior positions during his career. He was appointed as President Director of PT Indosat in 1980-1991 and then as President Commissioner of PT Indosat in 1991- 1998. He also served as Secretary General of the Ministry of Parpostel Tourism in 1991-1999. He built a career path in a variety of leading companies, among them as Independent Commissioner of PT Matahari Putra Prima Tbk (2009 – 2014), Independent Commissioner of PT Lippo Karawaci Tbk (2011 – 2014), Independent Commissioner of PT Multipolar Technology Tbk (2013 – 2014), Independent Commissioner of PT Matahari Department Store Tbk (2010 – present), Chairman of the Nomination & Remuneration Committee for the Company (2015 – present), Chairman of the Nomination & Remuneration Committee at PT Matahari Department Store Tbk (2015 – present), Chairman of the Company’s Audit Committee (2014 – present), Chairman of the Audit Committee PT Multifiling Mitra Indonesia Tbk (2014 – present), and Chairman of the Nomination & Remuneration Committee at PT Multifiling Mitra Indonesia Tbk (2015 – present). He is also an active member of the academic community and has been Rector of Pelita Harapan University since 2006.

BOC - Isnandar

Dr. Isnandar Rachmat Ali, SE, MM

Independent Commissioner

 

An Indonesian citizen, he is 74 years of age as per December 31, 2016. He earned a doctorate (Ph.D) in education management from Jakarta State University.

He has been serving as the Company’s Independent Commissioner since 2008, based on the Deed of Minutes of Annual General Meeting of Shareholders No. 76 dated March 31, 2008, notarised by Mrs Poerbaningsih Adi Warsito, S.H., a Notary in Jakarta.

 

He is also serving as Independent Commissioner of PT Multipolar Technology Tbk since April 2014 and Independent Commissioner of PT Lippo Sekuritas from 2006 to present. He has held several strategic positions in several large companies, including, among others, as Vice President Director of Bank Bhumy Bahari (1980-1989), Vice President Director / Compliance Director of PT Tokai Lippo Bank (1989-2001), President Director of PT Hilex Indonesia (1978-2000) and others. He is also active in the academia as a lecturer at several universities since 1989 until today, including, among others, the University of Krisnadwipayana, Indonesian Christian University (UKI), and College of Theology, Bethel Indonesia (STTBI).

BOC - Jeffrey

Jeffrey Koes Wonsono

Commissioner

 

An Indonesian citizen, he is 56 years of age as per December 31, 2016. He received a bachelor’s degree in Marketing from the Centre for Business Studies in England in 1979, and later earned a Master of Business Administration in Banking from Golden Gate University, USA, in 1986.

 

He served as Commissioner since 2011 until present, notarised in Deed of Meeting Resolution No. 19 dated February 22, 2011, before Notary Public Rini Yulianti, S.H., a Notary in East Jakarta, having previously served as the Company’s President Director in 1994-2010. He started his professional career in multinational joint venture banks, including PT Bank Multicor and LTCB Central Asia before joining the Lippo Group in 1992. He also served as a Commissioner of PT Matahari Putra Prima Tbk from 1997-2014, President Commissioner of PT Multipolar Technology Tbk from 2011 until February 2013 and then as Commissioner of PT Multipolar Technology Tbk since 2013 until present.

BOC - Benny

Benny Haryanto

Commissioner

 

An Indonesian citizen, he is 56 years of age as per December 31, 2016. He earned a Bachelor of Arts degree from Brandon University, Manitoba, and an MBA from Washburn University, Topeka-Kansas, USA.

 

He began his tenure at the Company’s Board of Commissioners in 2014, based on the Deed of Meeting Resolution No. 19 dated April 11, 2014, signed before Rini Yulianti, S.H., a Notary in East Jakarta. He has over 25 years of experience in the banking sector and capital markets, including as President Director of Indonesian Central Securities Depository (KSEI).

The Board of Commissioners is one of the Company’s organs in charge of overseeing the overall governance, both of the Company itself and of the Company’s businesses, and providing feedbacks to the Board of Directors. Each member of the Board of Commissioners must act in good faith, be vigilant and responsible in the carrying out of his/her oversight and advisory role to the Directors for the benefit of the Company and in accordance with the aims and objectives of the Company. In the performance of their duties, the Board of Commissioners is supported by specially formed committees such as the Audit Committee and the Nomination and Remuneration Committee.

COMPOSITION OF THE BOARD OF COMMISSIONERS

 

The Company’s Articles of Association states that the Board of Commissioners be composed of at least 3 (three) members, with one serving in the capacity of President Commissioner, another as Vice President Commissioner, if needed, and the rest fulfilling the roles of Independent Commissioner as needed in reference to the regulations set forth in capital market sector. According to the Financial Services Authority Regulation No. 33/POJK.4/2014 dated December 8, 2014 regarding the Board of Directors and Board of Commissioners of Public Companies (“POJK 33”) and IDX Regulation No. I-A, Appendix to IDX Board of Directors’ Decision Letter No. Kep-00001/BEI/01-2014 dated January 20, 2014 and effective January 30, 2014, concerning the Listing of Stocks and Equity other than Stocks Issued by Public Listed Companies (“IDX Regulation No. I-A”), at least 30% of the total number of the members of the Board of Commissioners must be of Independent Commissioners. Memberships to the Board of Commissioners are determined at the General Meeting of Shareholders and are to be served for 1 (one) period from the effective date until the conclusion of the third annual GMS after their appointment. The tenure of a Commissioner is considered terminated if the member resigns, fails to meet the requirements, passes away or is dismissed by the GMS.

 

At the Annual General Meeting of Shareholders of the Company held on May 4, 2016 (“AGMS May 4, 2016”), the Company’s Shareholders accepted and approved the resignation of Mrs Viven C. Sitiabudi, also known as Gouw Vi Ven, from her post as Commissioner of the Company effective from the conclusion of the AGMS on May 4, 2016, and released any and all obligations and responsibilities (acquit et de charge) from her role(s) and function(s) at the Company.

 

At the AGMS taking place on May 4, 2016, the roster of the Board of Commissioners was established as thus:

grey dot  President Commissioner: Theo L. Sambuaga

grey dot  Independent Commissioner: Jonathan L. Parapak

grey dot  Independent Commissioner: Dr. Isnandar Rachmat Ali, SE, MM

grey dot  Commissioner: Jeffrey Koes Wonsono

grey dot  Commissioner: Benny Haryanto

INDEPENDENT COMMISSIONERS

 

To guarantee the independency of the Board of Commissioners, the Company employs two (2) Independent Commissioners. Based on POJK 33 and IDX Regulation No. I-A, which states that the composition of the Independent Commissioners must be composed of no less than 30% (thirty per cent) of the total membership in the Board of Commissioners. To comply with this, the Company has two Independent Commissioners from the whole total of six members of the Board of Commissioners.

 

The Independent Commissioners must meet the following requirements:

grey dot  Not being employed or having authority and responsibility for planning, directing, controlling, or supervising

    the activities of the Company within the last 6 months, unless they are being reappointed

    as an Independent Commissioner for the next period;

grey dot  Not holding any of the Company’s stock, either directly or indirectly;

grey dot  Not being affiliated with the Company, any members the Board of Commissioners

    or the Board of Directors or majority shareholders of the Company; and

grey dot  Not having any business relationship, either directly or indirectly,

    that is related to the Company’s business activities.

BOARD OF COMMISSIONERS CHARTER

 

The Company’s Board of Commissioners has formulated the Charter of the Board of Commissioners on December 1, 2015 (“Board of Commissioners Charter”). The Board of Commissioners Charter outlines the duties, responsibilities, authorities, meeting policies, reporting and accountability. The Board of Commissioners Charter was constructed according to the Company’s Articles of Association and applicable laws.

DUTIES, RESPONSIBILITIES AND AUTHORITIES OF THE BOARD OF COMMISSIONERS

 

Within Act No. 40 Year 2007 regarding Limited Liability Companies (“UUPT”), the duties, responsibilities and jurisdictions of the Board of Commissioners are set forth. The Board of Commissioners performs oversight over management policies and execution by the directors, and the general administration of the Company and the Company’s businesses, and provide advisories to the Board of Directors. Each member of the board must act in good faith, exercise prudence and accountability in his/her oversight and advisory role to the directors, in the best interest of the Company and in accordance with the Company’s raison d’être. No member of the board can act individually without the express consent of the Board of Commissioners. If the Board of Commissioners is deemed negligent in its supervisory role over the Board of Directors and as a result caused the Company some losses, members of the board will be held accountable to the extent of his/her specific role(s) and function(s).

 

The Company’s Articles of Association outlines the following duties, responsibilities and authorities of the Board of Commissioners:

grey dot  Monitor the Company’s best interests while also safeguarding the shareholders’ interest

    and provide accountability at the GMS;

grey dot  Perform oversight of the management policy, the supervision of management execution in general,

    and advise the Board of Directors;

grey dot  Review and confirm the pro forma annual report as prepared by the Board of Directors and validate as necessary.

 

In regards to its duties and authorities, the Board of Commissioners is mandated, among others, to:

grey dot  Apply and ensure the implementation of risk management and the principles of Good Corporate Governance

    in each business activity of the Company, and at all levels of the organisation;

grey dot  Assemble the necessary committees as mandated by applicable laws and regulations;

grey dot  Provide advice and opinions to the Board of Directors for the benefit of the Company

    and in accordance with the purposes and objectives of the Company; and

grey dot  Perform oversight of the management policy and administration of the Company in general,

    for the benefit of the Company and the Company’s businesses.

BOARD OF COMMISSIONERS MEETING

 

The POJK 33 and the Company’s Articles of Association mandate that the Board of Commissioners hold at least 1 (one) meeting per 2 (two) months. In addition, the Board of Commissioners is required to hold a periodic joint meeting with the Board of Directors, with at least 1 (one) meeting taking place every 4 (four) months.

 

A Board of Commissioners’ meeting may take place if attended by more than ½ (half) of the total number of members in the Board of Commissioners. Meeting resolutions must be achieved by way of deliberations and consensus. If not achieved, then a resolution shall be decided by a majority vote.