BOARD OF DIRECTORS

 

BOD - Eddy

EDDY H. HANDOKO

President Director

 

An Indonesian citizen, he is 60 years of age as per December 31, 2016. 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).

BOD - Reynold

REYNOLD P. ONG

Independent Director

 

A Philippines citizen, he is 55 years of age as per December 31, 2016. He holds an MBA degree from the University of the Philippines and a BSc degree from De La Salle University, the Philippines.

 

He has served as the Company’s Independent Director since 2013 based on the Deed of Meeting Resolution No. 1 dated May 2, 2013, notarised by Rini Yulianti, S.H., a Notary in East Jakarta. He had previously been appointed as Director in 2008 until 2013.

 

He has over 25 years of experience in various industry sectors, including at PepsiCo Inc. and Analog Devices in the Philippines. He joined PT Lippo Karawaci Tbk in 1993, and then Jardine Davies Inc., the Philippines, in 1998. During the period of 2001 through 2005, he was appointed Chief Financial Officer of PT Natrindo Telepon Seluler and Director / CFO of PT Bank Lippo Tbk.

BOD - Harijono

HARIJONO SUWARNO

Director

 

An Indonesian citizen, he is 64 years of age as per December 31, 2016. He earned a Bachelor’s degree in Electrical Engineering from Trisakti University, Jakarta, in 1977.

 

He is currently serving as the Company’s Director since 2004 based on the Deed of Meeting Resolution No. 70 dated June 25, 2004, notarised by Mrs Poerbaningsih Adi Warsito, S.H., a Notary in Jakarta. He started his professional career as a representative for CV Chandra Bhakti Jakarta (1973-1976), engineer at PT Guna Elektro (1976-1977), then on to attain the positions of Project Manager at PT Centronix from 1977 to 1980, President Commissioner at PT Panorama Timur Jaya since 1980, President Director of PT TeleNet in 2000, President Director of PT Multipolar Technology Tbk (2011-2013), Commissioner of PT Multipolar Technology Tbk (2014-present), President Commissioner of PT Multifiling Mitra Indonesia Tbk (2010-present), member of the Nomination & Remuneration Committee at PT Multipolar Technology Tbk (2015-2016), and member of the Nomination & Remuneration Committee at PT Multifiling Mitra Indonesia Tbk (2015-2016).

BOD - Lina

LINA HARYANTI LATIF

Director

 

An Indonesian citizen, she is 60 years of age as per December 31, 2016. She is a graduate of the Faculty of Economics, Trisakti University, Jakarta, and holds a Master’s degree in Law from the University of Gadjah Mada, Yogyakarta.

 

She has been serving as the Company’s Director since 2013 based on the Deed of Meeting Resolution No. 1 dated May 2, 2013, notarised by Rini Yulianti, S.H., a Notary in East Jakarta.

 

She began her professional career as a Senior Auditor in Public Accountant Prasetio, Utomo Co. in 1979-1984. She joined Lippo Group in 1985 and has since held a variety of strategic positions in the Group’s family of companies, including as Assistant Vice President of Lippo Group from 1985 to 1986, Director of PT Lippo Pacific Finance and PT Lippo Merchants Finance from 1989 to 1993, and also at PT Lippo Karawaci Tbk from 1993- 1998, President Director of PT Lippo Securities from 1998-1999, and Director of PT Matahari Putra Prima Tbk (2001-present).

BOD - Richard

RICHARD H. SETIADI

Director

 

An Indonesian citizen, he is 46 years of age as per December 31, 2016. He is a graduate of the University of Atma Jaya Yogyakarta majoring in Accounting.

 

He has been serving as the Company’s Director since 2013 based on the Deed of Meeting Resolution No. 1 dated May 2, 2013, notarised by Rini Yulianti, S.H., a Notary in East Jakarta. He started his career as an Auditor at accounting firm Arthur Andersen in 1993, where he had audited several leading companies such as PT Telekomunikasi Indonesia Tbk, PT Great Giant Pinapple Company, Asia Pulp & Paper Co. and PT Matahari Putra Prima Tbk since 1993. He ultimately joined the Lippo Group Companies in 2001 as Head of Finance Accounting at PT Matahari Putra Prima Tbk. During his career at the Lippo Group, he has secured several vital positions including being appointed as Chief Financial Officer (CFO) of Matahari Food Business (MFB), a business unit of PT Matahari Putra Prima Tbk in 2003, and as Director of PT Matahari Putra Prima Tbk in 2012. Currently, he is serving as Director of PT Lippo Karawaci Tbk.

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:

grey dot  President Director: Eddy H. Handoko

grey dot  Independent Director: Reynold P. Ong

grey dot  Director: Harijono Suwarno

grey dot  Director: Lina H. Latif

grey dot  Director: Richard H. Setiadi

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.