BOARD OF COMMISSIONERS

KNR - Benjamin

Bunjamin J. Mailool

President Commissioner

 

Indonesian citizen, aged 54 years old.

 

He obtained BSc from California State University of Fresno, USA and MBA from State University Oklahoma, USA.

 

He started his professional career in Citibank NA Jakarta (1989 – 1997) with the last position as Vice President. He then sit as CEO in PT Bukit Sentul Tbk (1997 – 2001). Currently, he serves as President Director in PT Matahari Putra Prima Tbk (2002 – current), as President Director in PT Matahari Department Store Tbk (2009 – current) and as President Director in PT Multipolar Tbk (2014 – 2015). Currently, he also serves as the member of Nomination and Remuneration Committee of PT Multipolar Tbk.

 

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).

Roy - BOC

ROY N. MANDEY

Independent Vice President Commissioner

 

Indonesian citizen, 50 years old.

 

He has a Bachelor degree summa Cum Laude in Corporate Management from Jayabaya University, Jakarta.

 

He started his career as Sales & Marketing trainee and up to Vice President in several property companies in Indonesia, among others, PT ERA Indonesia Corp, PT Megapolitan Group and PT Bukit Sentul Tbk. He also served as Senior Account Director in advertising agency PT Rainbow Cipta Utama and as local Partner of ICASH Global Rewards & Loyalty, Sdn (Bhd), Kuala Lumpur, Malaysia. Since mid of 2007 until 2012, he joined as Head of Corporate Communication at PT Matahari Putra Prima Tbk and led the Head of Mall Management at PT Nadya Putra Investama (2012-2015) and as Associate Director Corporate Communication & Government Affair at PT Multipolar Tbk (2015-2017). He currently serves as Chairman of Nomination & Remuneration Committee at PT Multipolar Tbk since May 2018.

 

In addition, he has been active in various professional organization since 2008. From 2015 until now, he is the Chairman of the Indonesian Retail Entrepreneurs Association (APRINDO) and the HOD of Federation Asia Pacific Retail Association (FAPRA) consisting of 27 Asia Pacific Countries and as Permanent Commission on Cooperation and Micro, Small and Medium Enterprises (UMKM) in the Indonesian Chamber of Commerce & Industry (KADIN).

Adi - BOC

LAURENSIA ADI

Independent Commissioner

 

Indonesian citizen, aged 55 years old.

 

He obtained his bachelor degree in Business Administration majoring in Economic (Accounting) and joined Advance Leadership Program conducted by Executive Center for Global Leadership.

 

He worked as Treasury Manager at PT Squibb Indonesia Tbk and teaches accounting in Universitas Pelita Harapan and active in various social activities.

Hadi - BOC

HADI CAHYADI

Independent Commissioner

 

Indonesian citizen, aged 51 years old.

 

He holds a Master’s degree in Business Administration (MBA) from University of Houston – Clear Lake, USA and a Master’s degree in Corporate Law (MCL) from Royal Melbourne Institute of Technology (RMIT), Australia. His Bachelor degree in Accounting was obtained from Tarumanagara University, Indonesia, where he is still active teaching.

 

He is Founder and Managing Partner of Helios Capital, one of the most active and prominent boutique financial advisory firm in Indonesia which focuses in M&A Advisory, Capital Raising and Debt Restructuring. He has extensive professional experiences in various global public accounting firms, namely Arthur Andersen – Jakarta, KPMG – Jakarta, KPMG Corporate Recovery – Melbourne, Ernst & Young – Jakarta, and Deloitte – Jakarta, as well as PB Capital, a financial advisory arm of PB&Co. He currently serves as Chairman of Audit Committee at PT Multipolar Tbk since May 2018.

Bintang - BOC

BINTANG SITOMPUL

Independent Commissioner

 

Indonesian citizen, aged 50 years old.

 

He graduated from Gadjah Mada University (Yogyakarta) in 1993, University California of Los Angeles (UCLA) in 1994. He has also attended Advance Management Program at TEMIC Canada in 2005 and National Resilience Institute (Lemhannas RI) Course in 2016.

 

He began his career as an aerospace engineer at PT Satelindo, Jakarta, in 1993. He has held various senior roles as Vice President Operation Integration; Vice President Marketing and left his last position as Head of Partnership Development at PT Indosat Tbk (NYSE : ISAT) in 2011. He concurrently serves as Commissioner of PT Bangun Multikreasi Selaras; a trading company and Director of PT Bangun Multimedia Solusi, a commercial property & asset management consulting firm.

 

During his professional career, he actively involved with some national and international business association such as Indonesia Internet Service Providers Association (APJII); Asia Pacific Broadcasting Union (ABU), Asia Pacific Satellite Community Council (APSCC).

BOC - Benny

Benny Haryanto

Commissioner

 

An Indonesian citizen, he is 57 years old.

 

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).

BOC - Jeffrey

Jeffrey Koes Wonsono

Commissioner

 

An Indonesian citizen, he is 57 years old.

 

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.

Henry - BOC

HENRY LIANDO

Commissioner

 

Indonesian citizen, 54 years old.

 

He obtained Bachelor degree in Chemical Engineering from Institut Teknologi Bandung, Indonesia and MBA (Finance) from Oregon State University, USA.

 

He has worked in various global banks with his last position as Chief Financial Officer & Treasurer at Global Consumer Group Citibank N.A, Indonesia.

 

He currently serves as a Director of PT Matahari Department Store Tbk (April 2018-current), Director of PT Link Net Tbk (2017 – current), Commissioner of PT First Media Television (2011 -current), Commissioner of PT Ciptadana Investa Prima and Director of PT Ciptadana Capital (2016 – current).

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.