He holds a degree in Business Administration from the University of Southern California, USA.
He has served as the Company’s President Director from 2011 until 2014. In 2015, he was reconfirmed as President Director during the General Meeting of Shareholders for the fiscal year 2014, as stated in Deed of Meeting Resolution No. 15 dated June 23, 2015, notarised by Rini Yulianti, S.H., a Notary in East Jakarta.
He has 14 years of experience in finance and banking, starting his career at Citibank and attaining the final position of Vice President of Credit for Consumer Banking (1980-1987), and then on to become Director of PT Bank Lippo Tbk (1989-1998), President Director of PT Lippo Securities Tbk (1998 – 1999), and Vice President Director of PT Bank Lippo Tbk (2000-2003). He also has over 13 years of experience in retail and property, and has held several key positions in leading companies in the field including Director of PT Matahari Putra Prima Tbk (2007-2008), President Director of PT Lippo Karawaci Tbk (2008 – 2010), Director at Books & Beyond and Siloam Hospitals, Director of PT Matahari Department Store Tbk (2016 – present) and President Director of PT Multi Prima Sejahtera Tbk (2014 – present).
Indonesian citizen, aged 70 years old.
He graduated from University of Indonesia in 1978. Later he continued his studies at Western lllinois University, USA and obtained a Master in Business Administration (MBA) in 1987.
He began his career in PT Chemin Phonix as an accounting assistant from 1972 to 1973. Then at PT Serba Motor from 1973 to 1984, at PT Bank Central Asia, New York Office Branch, USA in the area of Finance, Accounting, and Credit Analysis from 1987 to 1988, and in 1989 at PT Bank Central Asia Head Office as Project Manager for developing new product Visa Traveler Cheque, and as Head of Division of retail banking 1995.
From April 1995 to February 1997, he joined PT Multipolar Lokasindo as Managerfor Construction Store and Operations for JC Penney USA and Wallmart Store Jakarta. He then joined PT Bank Lippo Tbk as General Affair Group Head in 2001, and as Group Head of Human Resources until 2004. He served as Director of Finance and Project Control at PT Cibubur Utama (Mal Cibubur Junction) until 2006 and as Director of Finance, Tax, Accounting at PT Mutimedia Interaksi Utama and as President Director of PT Multi Prima Sejahtera Tbk in 2017.
ROBERTO FERNANDEZ FELICIANO
Filipino citizen, aged 63 years old.
He earned his Master of Business Administration from Babson College, Massachusetts, USA in 1980 and a Bachelor of Science in Business Administration from Ataneo De Manila University, Philippines in 1976.
Started his career at OESCO International, Manila as a trainee (1976-1977), M Krugger Ltd, Copenhagen, Denmark as Project Assistant (1977-1978), Manufactures Hanover Trust Bank, New York, USA with his last position as Country Head Representative Bangkok-Thailand (1980-1991), Associate Director Corporate Finance of PT Lippo Lippo Securities Tbk (1992-1995), Director of PT Lippo Pacific Finance (1995-1999), Director of Lippo Life (1999-2000), Commissioner of PT Lippo General Insurance Tbk (2000-2005), Director of PT Lippo E-Net Tbk (2000-2005), Director of PT Bank Lippo Tbk (2005), CEO and Director of PT First Media Tbk (2006-2008), Group Director at Siloam Hospitals (2008 -2009), Director at PT Lippo Karawaci Tbk (2012-2014), President Director of PT Link Net Tbk (2011-2016) and Director of PT Ciptadana Capital (2016-present).
The Board of Directors is one of the Company’s organs in full charge of the Company’s administration and interests in accordance with the purposes and objectives as set forth in the Company’s Articles of Association.
COMPOSITION OF THE BOARD OF DIRECTORS
The Company’s Articles of Association states that the Board of Directors be composed of at least 3 (three) members, with one serving in the capacity of President Director, another as Vice President Director if needed, and the rest fulfilling the roles of Independent Director 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”), the Company must employ at a minimum 1 (one) Independent Director. A member is appointed to the board at the General Meeting of Shareholders for a period of 1 (one) term, effective from the conclusion of the GMS in which the member is formally appointed, through to the conclusion of the third annual GMS after their appointment without limiting the right of the shareholders to terminate a member of the board at any time within that period. The tenure of a Director is considered terminated if the member resigns, no longer meets the requisite requirements, passes away or is dismissed by the GMS.
At the AGMS taking place on May 4, 2016, the roster of the Board of Directors was established as thus:
President Director: Eddy H. Handoko
Independent Director: Reynold P. Ong
Director: Harijono Suwarno
Director: Lina H. Latif
Director: Richard H. Setiadi
IDX Regulation No. I-A stipulates that a Listed Company must employ at least 1 (one) Independent Director from the entire roster of the board, who may be appointed in advance at the AGMS prior to formal induction and who may immediately be effective after the company’s shares are listed.
An Independent Director must meet the following requirements:
Not affiliated in any way with any of the Company’s majority stakeholders
for a period of at least 6 (six) months prior to his/her appointment as Independent Director;
Not affiliated with any member of the Board of Commissioners or Board of Directors;
Not currently serving as a board member at another company;
Not employed or affiliated in any way at any capital market institutions or supporting professions
whose services were employed by the Company during the past 6 (six) months
prior to his/her appointment as Director.
BOARD OF DIRECTORS CHARTER
The Company’s Board of Directors has formulated the Charter of the Board of Directors on December 1, 2015 (“Board of Directors Charter”). The Board of Directors Charter outlines the duties, responsibilities, authorities, meeting policies, reporting and accountability. The Board of Directors Charter was constructed according to the Company’s Articles of Association and applicable laws.
DUTIES, RESPONSIBILITIES AND AUTHORITIES OF THE BOARD OF DIRECTORS
Within Act No. 40 Year 2007 regarding Limited Liability Companies (“UUPT”), POJK 33, and Articles of Association, the duties, responsibilities and jurisdictions of the Board of Directors are set forth.
Each member of the board must act in good faith, responsibly and cautiously in the performance of his/her duties and keeping in mind of all applicable laws and regulations. The duties, responsibilities and authorities of the Board of Directors include, among others:
Lead and manage the Company in accordance to its stated purpose and objective;
Maintain and manage the Company’s assets;
Apply the principles of risk management and good corporate governance at all levels of the organisation;
Establish the Company’s organisational structure and working procedures,
as well as assemble the necessary supporting committees whose performance must be assessed at each fiscal year;
Develop annual strategies and submit to the Board of Commissioners for approval;
May represent on the behalf of the Company in and outside of legal courts
in accordance with the policies and the Company’s Articles of Association; and
Present and account for its performance as compared against its duties
to shareholders at the General Meeting of Shareholders.
Each member of the Board of Directors is jointly liable for losses suffered by the Company as a result of negligence or errors in judgment executed by the members of the board in the performance of their duties. The board members will not be held accountable for any damages if they can prove:
The loss did not occur because of negligence or specifically due to his/her fault;
The member has acted in good faith, responsibly, and prudently for the interest of the Company
and in accordance with the purposes and objectives of the Company;
No conflict of interest, either directly or indirectly,
over the administration which resulted in the loss of the Company; and
Has taken precautionary steps to prevent the loss.
BOARD OF DIRECTORS MEETING
Within the POJK 33 and the Company’s Articles of Association, it was stipulated that the Board of Directors must hold periodic meetings at least taking place once every month. The board is also mandated to hold periodic joint meetings with the Board of Commissioners with a minimum occurrence of at least 1 (one) meeting every 4 (four) months. A Board of Directors’ meeting and any subsequent resolution is declared valid and binding if more than ½ (half) of the board’s members attended or represented legally. Meeting resolutions must be achieved by way of deliberations and consensus. If a decision is unattainable via these means, a vote will be drawn which will record the number “yeas” exceeding ½ (half) of the total ballot. In the event that the “Yea” votes draw evenly with the “Nay” votes, the Chairman of the Meeting will settle the outcome.