BOARD OF DIRECTORS

 

BOD - Pak Adrian

ADRIAN SUHERMAN

President Director

 

Citizen of Indonesia. As of 31 December 2018 is  45 years old.

 

Started his professional career in 1997 at Sun Microsystem, Inc. Within 1998-2005, he joined as Group Manager at ORACLE Corporation. He returned to Indonesia and continued his career at PT A.T. Kearney (2007-2010) and as Managing Director of Living Social (2010-2012). He held several key positions as Vice President PT Telkomsel (2012-2014); CEO PT aCommerce Logistik Lestari (2014-2015). Several other key positions he has been serving include Commissioner PT Solusi Ecommerce Global, President Director PT Visionet International (since 2016) and CEO OVO (since 2015).

 

He holds Bachelor of Science degree in Computer Engineering from University of Arizona, USA in 1995; Master of Science in Electrical Engineering from Stanford University, USA in 1997, and Master of Business Administration in Corporate Strategy and Operations Management from European Institute for Business Administration (INSEAD) in 2006.

BOD - Pak Rudy

RUDY RAMAWY

Vice President Director

 

Citizen of Indonesia. As of 31 December 2018 is 47 years old.

 

He has over 20 years of leadership experience in various industries including Procter & Gamble (1994), Warner (1999-2002), Sony Music (1997-1999, and 2002-2005), RCTI / MNC Group (2008-2011). From 2012 to 2015 he served as the Country Director of Google Indonesia, where he started and led Google’s operations, building strong presence with rapid growth, including launching YouTube Indonesia and Google Maps Street View. He holds concurrent positions as the Founder and Managing Partner of Venturra Capital (2015-present), which invests in early/growth stage technology companies across the region, and is a Commissioner of OVO (2016-present), Ruangguru (2015-present), Sociolla (2015-present). He plays an active role in community development as a volunteer and mentor.

 

He holds a Chemical Engineering degree from the University of California at Berkeley, United States of America (1994).

BOD - Pak Lukman full

LUKMAN DJAJA

Director

 

An Indonesian citizen, he is 71 years old as of 31 December 2018.

 

He was appointed Director of the Company based on the decision of the Annual 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 at PT Chemin Phonix as Accounting Assistant in 1972 until 1973. In 1973, he joined PT Serba Motor where he worked until 1984 and then at PT Bank Central Asia, New York Office Branch involved in the fields of Finance, Accounting, and Credit Analysis (1987-1988). A year later, he moved to PT Bank Central Asia Head Office as Project Manager for developing new product Visa Traveller Cheque, and Head Payment Product Center until 1994, and finally as Head of Division of Retail Banking in 1995.

 

From April 1995 until February 1997, he joined PT Multipolar Lokasindo where he worked as Manager for Construction store and Operation for the JC Penney USA and Wallmart store in Jakarta.

 

He then joined PT Bank Lippo Tbk as Group Head for General Affairs in 2001, and as Group Head of Human Resources until 2004.

 

He then served as Director of Finance and Project Control at PT Cibubur Utama (Cibubur Junction Mall) until 2006. In 2017, he became Director of Finance, Tax and Accounting at PT Multimedia Interaksi Utama. In that same year, he joined PT Multi Prima Sejahtera Tbk where he currently sits as President Director.

 

He completed his education at University of Indonesia in 1978, and then attended Western Illinois University, USA where he obtained a Master of Business Administration (MBA) degree in 1987.

BOD - Pak Agus

AGUS ARISMUNANDAR

Director

 

Indonesian citizen. As of 31 December 2018 is 53 years old.

 

He started his professional career in PT Matahari Department Store Tbk (2006 – 2009) with the last position as Head of Marketing & Promotion. He then sit as Head of Investor Relations in PT Multipolar Tbk (2013 – current) and member of Board of Directors in several subsidiaries of PT Multipolar Tbk (2014 – current).

 

He obtained BSc degree in Electrical Engineering from California State University at Long Beach, USA (1988) and MBA from the University of California at Davis, USA (1991).

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.

INDEPENDENT DIRECTOR

 

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:

grey dot  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;

grey dot  Not affiliated with any member of the Board of Commissioners or Board of Directors;

grey dot  Not currently serving as a board member at another company;

grey dot  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:

grey dot  Lead and manage the Company in accordance to its stated purpose and objective;

grey dot  Maintain and manage the Company’s assets;

grey dot  Apply the principles of risk management and good corporate governance at all levels of the organisation;

grey dot  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;

grey dot  Develop annual strategies and submit to the Board of Commissioners for approval;

grey dot  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

grey dot  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:

grey dot  The loss did not occur because of negligence or specifically due to his/her fault;

grey dot  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;

grey dot  No conflict of interest, either directly or indirectly,

    over the administration which resulted in the loss of the Company; and

grey dot  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.