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BOARD OF COMMISSIONERS

BOC - Pak Bunjamin full

Bunjamin J. Mailool

President Commissioner

 

Bunjamin J. Mailool has been serving as President Commissioner of the Company upon the decision of the Annual General Meeting of Shareholders for the fiscal year 2017. His appointment was formalized in the Annual General Meeting of Shareholders Deed of Resolution No. 73, dated 28 May 2018, drafted before Tangerang-based Notary Sriwi Bawana Nawaksari, S.H., M.Kn.

 

He began and built his professional career with Citibank NA Jakarta in 1989, and his last post was as Vice President in 1997. In March 1997, he joined the Lippo Group at PT Bukit Sentul Tbk, where he served as CEO until 2001. He commenced his services as President Director for PT Matahari Putra Prima Tbk in 2002 until 2018, and PT Matahari Department Store Tbk since 2009. He served as President Director of the Company from 2014 until 2015, wherein he accepted his appointment as member of the Nomination and Remuneration Committee from 2015 to this day, while concurrently serving as President Commissioner.

 

He is an Indonesian citizen, aged 57 as of 31 December 2020. He obtained his MBA from Oklahoma State University and BSc from California State University of Fresno, USA.

Alex Rusli - BOC

Alexander S. Rusli

Independent Commissioner

 

Alexander S. Rusli has been serving as Independent Commissioner of the Company upon the decision of the Annual General Meeting of Shareholders for the fiscal year 2020. His appointment was formalized in the Annual General Meeting of Shareholders Deed of Resolution No. 38, dated 19 July 2021 drafted before Tangerang-based Notary Sriwi Bawana Nawaksari, S.H., M.Kn.

 

After working as a full-time lecturer in Australia, he returned to Indonesia in 1997 and started his Indonesian career journey in PricewaterhouseCoopers as a Management Consultant focusing on large IT Implementation projects.

 

He was the CEO of Indosat Ooredoo from November 2012 to November 2017, which then was the 2nd largest Telco Operator in Indonesia with about 100mn customers, listed on IDX. In the market, he is known as a hands-on, transformational, turnaround executive with a strong technology background. Prior to his position as CEO of Indosat Ooredoo, he was an independent Board Member in Indosat Ooredoo, with a full-time role as a Partner at Northstar Pacific, the largest Indonesian Private Equity fund in Indonesia after moving from a nine years career working for the Government of Indonesia as Special Advisor (Staf Khusus Menteri) for MCIT (Kementerian Kominfo) between 2001-2007 and MSOE (Kementerian BUMN) between 2007- 2009 during which time he also sat as Board Members on a number of state-owned companies: PT Krakatau Steel Tbk, PT Geodipa Energi, PT Kertas Kraft Aceh.

 

After his period in Indosat Ooredoo, he has been appointed as independent Board Members of some companies directly and indirectly exposed to the next digital wave. Between 2018-2019 he also sat on the board of Protelindo (PT Sarana Menara Nusantara Tbk). At the end of 2017, he took up the role of independent BoC member at the start of the transformation period of the largest hospital chain in Indonesia, PT Medikaloka Hermina Tbk and became listed on the Indonesian Stock Exchange (IDX) in May 2018. He is also a current Board Member of PT Unilever Indonesia Tbk to contribute to the transformation of FMCG distribution impacted by the digital wave. In early 2020 he took the position of Independent Board Member of PT Link Net Tbk. Another role he holds is an advisor for Crescent Point for Indonesia and as one of the expert staff to the Indonesian Minister of Finance for the national tax system.

 

His greatest passion now is in growing and incubating digital companies by investing in early-stage startups and taking a more active role in them either as an active board member or as an active advisor – he co-founded PT Digi Asia Bios, a consolidated fintech holding that offers digital payment, credit and remittance financial services in Indonesia. He also invested and actively guides numerous startups exploring new business models such as IRMA, GrosirOne, Surge, Doogether, etc. He also formed a JV Tempo Digital Media focusing on animation.

 

He is an Indonesian citizen and he is 50 years old. He holds a Bachelor of Business degree in Information System (1992), Bachelor of Commerce (Hons) degree in Information System (1993), and Doctor of Philosophy (Ph.D) in Information System (2000), which all of them obtained from Curtin University of Technology, Perth, Australia.

Hadi Cahyadi

Hadi Cahyadi

Independent Commissioner

 

Hadi Cahyadi 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 the founder and Managing Partner of Helios Capital, the most active and reputable boutique firm in the country that focuses on M&A Advisory, Capital Raising, and Debt Restructuring. His extensive experience includes handling various corporate actions involving acquisition and divestment of company plantations, consumer products, F&B, commodities, property, tourism, and infrastructure. He has extensive professional experience in international public accounting firms, as both auditor and financial consultant for Arthur Andersen Jakarta, KPMG Jakarta and Melbourne, Ernst & Young Jakarta, Deloitte Jakarta and PB Taxand Jakarta. He also underwent valuable training in Corporate Recovery while with KPMG Melbourne. He concurrently serves as Independent Commissioner, as well as Audit Committee Chairman in several companies, namely PT Lippo Cikarang Tbk and PT Sekar Bumi Tbk. At the same time, he is President Commissioner (Independent) and Audit Committee Chairman of PT Indonesian Paradise Property Tbk.

 

He is an Indonesian citizen, aged 54 as of 31 December 2020, he holds a Master’s degree in Business Administration (MBA) from the University of Houston – Clear Lake, USA, and a Master’s degree in Corporate Law (MCL) from Royal Melbourne Institute of Technology (RMIT), Australia. He obtained his undergraduate degree in Accounting from Tarumanagara University, Indonesia.

BOC - Pak Jeffrey

Jeffrey Koes Wonsono

Commissioner

 

Jeffrey K. Wonsono has been Commissioner of the Company since 2011. His appointment is stated in the Annual General Meeting of Shareholders Deed of Resolution No. 19, dated 22 February 2011, drafted before Rini Yulianti, S.H., a notary based in East Jakarta. Before serving as Commissioner, he was the President Director of the Company from 1994 until 2010.

 

His professional career began with several multinational joint-venture banks, notably PT Bank Multicor and PT Bank LTCB Central Asia, before joining the Lippo Group in 1992. Previously, he served as Commissioner of PT Matahari Putra Prima Tbk (1997-2013) and President Commissioner of PT Multipolar Technology Tbk (2011 to 2013). Since 2013, he has served MLPT as Commissioner, and as Commissioner for PT Multifiling Mitra Indonesia Tbk since 2017. He concurrently serves as President Commissioner of PT Pacific Eastern Coconut Utama (2019 – present).

 

He is an Indonesian citizen, aged 60 as of 31 December 2020. He obtained a Master of Business Administration degree in banking from Golden Gate University, USA in 1986. He holds a bachelor’s degree in Marketing from the Center of Business England, which he earned in 1979.

BOC - Pak Henry

Henry J. Liando

Commissioner

 

Henry J. Liando has been the Company as Commissioner by the decision of the Annual General Meeting of Shareholders for the fiscal year 2017. The appointment was formalized in the Annual General Meeting of Shareholders Deed of Resolution No. 73, dated 28 May 2018, drafted before Tangerang-based Notary Sriwi Bawana Nawaksari, S.H., M.Kn.

 

Before joining the Company, he worked with various global banks, with his last post as Chief Financial Officer & Treasurer of Global Consumer Group of Citibank N.A. Indonesia. He has been concurrently serving as Director for PT Matahari Department Store Tbk (2018 – 2019), Commissioner for PT Matahari Putra Prima Tbk (since 2018 until June 2020), and Director for PT Link Net Tbk (since 2017 until now).

 

He is an Indonesian citizen, aged 57 as of 31 December 2020. He holds a Master’s degree in Business Administration in Finance from Oregon State University, USA, and an undergraduate degree in Chemical Engineering from Bandung Institute of Technology.

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.

Disclosures of Affiliations Between Members of the Board of Commissioners, Board of Directors and Majority Shareholders and/or Controlling Shareholders

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