BOARD OF COMMISSIONERS

BOC - Pak Bunjamin full

Bunjamin J. Mailool

President Commissioner

 

He serves as President Commissioner of the Company based on the decision of the Annual Meeting of Shareholders for fiscal year 2017, as formalized in the Deed of Statement of the Decision of the Annual General Meeting of Shareholders No. 73 dated 28 May 2018, made before Tangerang-based Notary Sriwi Bawana Nawaksari, S.H., M.Kn.

 

He started his professional career in Citibank NA Jakarta (1989–1997) with his last position as Vice President. He then sit as CEO of PT Bukit Sentul Tbk (1997–2001). Currently, he acts as President Director for PT Matahari Putra Prima Tbk (since 2002) and PT Matahari Department Store Tbk (since 2009). He also previously served as President Director for PT Multipolar Tbk (2014–2015), after which he immediately began his term as member of its Nomination and Remuneration Committee.

 

An Indonesian citizen, he is 55 years old as of 31 December 2018. He obtained his BSc. from California State University of Fresno and MBA from State University Oklahoma, USA.

BOC - Pak Roy

ROY N. MANDEY

Independent Vice President Commissioner

 

He serves as Independent Vice President Commissioner of the Company by virtue of the decision of the Annual General Meeting of Shareholders for fiscal year 2017, as stated in the Deed of Statement of the Decision of the Annual General Meeting of Shareholders No. 73 dated 28 May 2018, made before Tangerang-based Notary Sriwi Bawana Nawaksari, S.H., M.Kn.

 

He started his career as Sales & Marketing Trainee and worked his way up to Vice President in several property companies in Indonesia, notably PT ERA Indonesia Corporation, PT Megapolitan Group and PT Bukit Sentul Tbk. He also served as Senior Account Director in PT Rainbow Cipta Utama advertising agency and as Local Partner of ICASH Global Rewards & Loyalty, Sdn (Bhd) based in Kuala Lumpur, Malaysia.

 

He joined PT Matahari Putra Prima Tbk as Head of Corporate Communication in mid-2007 until 2012, and then moved to PT Nadya Putra Investama as Head of Mall Management until 2015. He then transferred to PT Multipolar Tbk to serve as its Associate Director for Corporate Communication & Government Affairs, a post he held until 2017. Currently, he also serves as Independent Vice President Commissioner of PT Matahari Putra Prima Tbk (2018–present) and Independent Vice President Commissioner of PT Matahari Department Store Tbk (2018–present).

 

He has been active in various professional organizations since 2008 and since 2015, he has been serving as Chairman of the Indonesian Retail Entrepreneurs Association (APRINDO) and the HOD of Federation Asia Pacific Retail Association (FAPRA) consisting of 27 Asia Pacific Countries. He also holds position in the Permanent Commission on Cooperation and Micro, Small and Medium Enterprises (UMKM) in the Indonesian Chamber of Commerce & Industry (KADIN).

 

An Indonesian citizen, he is 51 years old as of 31 December 2018. Roy N. Mandey graduated with highest honor (Summa Cum Laude) in Corporate Management from Jayabaya University, Jakarta.

BOC - Pak Hadi

HADI CAHYADI

Independent Commissioner

 

He serves as Independent Commissioner of the Company by virtue of the decision of the Annual General Meeting of Shareholders for fiscal year 2017, as stated in the Deed of Statement of the Decision of the Annual General Meeting of Shareholders No. 73 dated 28 May 2018, made before Tangerang-based Notary Sriwi Bawana Nawaksari, S.H., M.Kn.

 

He is a founder and Managing Partner of Helios Capital, the most active & reputable Indonesian boutique firm that focuses on M&A Advisory. The M&A projects consist of local and cross-border divestment and acquisition of plantations, consumer products, F&B, commodities, property, tourism and infrastructure. He recently represented several major cross-border M&A deals in Indonesia, including those for tourism, consumers, properties and plantations.

 

His extensive professional experience in international public accounting firms includes trainings in Melbourne with KPMG-Corporate Recovery, Arthur Andersen Jakarta, KPMG Jakarta, Ernst & Young Jakarta, Deloitte Jakarta & PB Taxand Jakarta. Currently, he also serves as Independent Commissioner of PT Lippo Cikarang Tbk and PT Indonesian Paradise Property Tbk.

 

An Indonesian citizen, he is 52 years old as of 31 December 2018. He holds a Masters’ degree in Business Administration (MBA) from University of Houston – Clear Lake, USA and a Masters’ degree in Corporate Law (MCL) from Royal Melbourne Institute of Technology (RMIT), Australia. His Bachelor degree in Accounting was obtained from Tarumanagara University, Indonesia.

BOC - Pak Benny

Benny Haryanto

Commissioner

 

He joined the Company as Commissioner in 2014, as stated in the Deed of Statement of the Decision of the Annual General Meeting of Shareholders No. 19 dated 11 April 2014, made before Notary Rini Yulianti, S.H., a notary in East Jakarta.

 

His career spans almost three decades of experience in the banking and capital market sector. He started at PT Bank Danamon Tbk as a Management Trainee in 1989-1990. A year later, he held a number of positions in various companies, including Standard Chartered Bank as Operations Manager and Custodial Services (1990-1994), Deutsche Bank AG as Custodian Services Division Head (1994-1997), PT Lippo Securities Tbk as Operational Director (1997-1998), Indonesian Central Securities Depository as Director (1998-2002), and Indonesian Central Securities Depository as President Director (2002-2006). Since 2014, he has been serving as Commissioner of PT Lippo Securities Tbk and President Commissioner of PT Lippo General Insurance Tbk.

 

An Indonesian citizen, he is 58 years old as of 31 December 2018. He graduated from Brandon University, Manitoba in 1985 and earned his Master of Business Administration degree in 1989 from Washburn University based in Topeka, Kansas, United States.

BOC - Pak Jeffrey

Jeffrey Koes Wonsono

Commissioner

 

He has been serving as Commissioner of the Company since 2011 based on the Deed of Statement of the Decision of the Annual General Meeting of Shareholders No. 19 dated 22 February 2011, made before Notary Rini Yulianti, S.H., a notary in East Jakarta. Prior to this, he served as the Company’s President Director from 1994–2010.

 

He started his professional career with several multinational joint venture banks, notably PT Bank Multicor and LTCB Central Asia before joining the Lippo Group in 1992. He also served as Commissioner of PT Matahari Putra Prima Tbk (1997–2013), and President Commissioner of PT Multipolar Technology Tbk (2011–2013), where he now serves as Commissioner as of 2013. He has been serving as President Commissioner of PT Visionet Data Internasional since 2016 and Commissioner of PT Multifiling Mitra Indonesia Tbk since 2017.

 

An Indonesian citizen, he is 58 years old as of 31 December 2018. He obtained a bachelor’s degree in Marketing from the Centre for Business Studies in England in 1979, and earned a Master of Business Administration in banking from Golden Gate University, USA, in 1986.

BOC - Pak Henry

HENRY J. LIANDO

Commissioner

 

He serves as Commissioner of the Company by virtue of the decision of the Annual General Meeting of Shareholders for fiscal year 2017, as stated in the Deed of Statement of the Decision of the Annual General Meeting of Shareholders No. 73 dated 28 May 2018, made before Tangerang-based Notary Sriwi Bawana Nawaksari, S.H., M.Kn.

 

Prior to his involvement with the Company, he honed his experience in various global banks, the most recent of which was as Chief Financial Officer & Treasurer of Global Consumer Group at Citibank N.A., Indonesia. Currently, he has been serving as Director for PT Matahari Department Store Tbk since April 2018, PT Link Net Tbk since 2017 and PT Ciptadana Capital since 2016. In 2018, he was appointed Commissioner for PT Matahari Putra Prima Tbk until today.

 

An Indonesian citizen, he is 55 years old as of 31 December 2018. He graduated with a degree in Chemical Engineering from Bandung Institute of Technology and he earned a Master of Business Administration degree in Finance from Oregon State University, USA.

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.

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.