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 56 as of 31 December 2019. He obtained his MBA from Oklahoma State University and BSc from California State University of Fresno, USA.
ROY N. MANDEY
Independent Vice President Commissioner
Roy N. Mandey serves as Independent Vice President 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 started his career as a Sales & Marketing Trainee, Sales Coordinator, GM Marketing & Senior Account Director until as Local Partner in Malaysian companies based in Indonesia. Some of these companies include PT ERA Indonesia Corporation property agency, Developers in PT Megapolitan Group Tbk, PT Bukit Sentul Tbk, PT Rainbow Cipta Utama advertising agency, as well as ICASH Global Rewards & Loyalty, Sdn (Bhd) based in Kuala Lumpur, Malaysia.
His career with the Lippo Group began in 2007 when he joined as Head of Corporate Communication at PT Matahari Putra Prima Tbk. In 2012, he moved to PT Nadya Putra Investama as Head of Mall Management. In 2015, he transferred to the Company to serve as Associate Director for Corporate Communication & Government Affairs until 2017. Since 2018, he has concurrently served as Independent Vice President Commissioner of the Company, PT Matahari Putra Prima Tbk, PT Matahari Department Store Tbk, and as President Commissioner of PT Cinemaxx Global Pasifik (Cinépolis).
He has been active in various professional non-government organizations (NGOs) since 2008. In 2015, he was appointed General Chairman of the Indonesian Retail Merchants Association (APRINDO) where he is currently serving this position a second term until 2023. He also acted as the Chairman & Head of Delegation (HOD) of Indonesia of the Federation Asia Pacific Retail Association (FAPRA), which consists of 27 Asia Pacific countries since 2019, and a member of the World Retail Congress (WRC), UK. He concurrently holds a position in the Permanent Commission on Cooperation and Micro, Small and Medium Enterprises (UMKM) under the Indonesian Chamber of Commerce & Industry (KADIN). His training at the National Defense Institute concluded in October 2019.
He is an Indonesian citizen, 52 years old as of 31 December 2019, he graduated with the highest honor (Summa Cum Laude) in Corporate Management from Jayabaya University, Jakarta.
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 53 as of 31 December 2019, 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.
Jeffrey Koes Wonsono
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, 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 59 as of 31 December 2019. 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.
HENRY J. LIANDO
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 – present) and PT Link Net Tbk since 2017. He accepted the appointment as Commissioner for PT Matahari Putra Prima Tbk in 2018.
He is an Indonesian citizen, aged 56 as of 31 December 2019. 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.
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:
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;
Not holding any of the Company’s stock, either directly or indirectly;
Not being affiliated with the Company, any members the Board of Commissioners
or the Board of Directors or majority shareholders of the Company; and
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:
Monitor the Company’s best interests while also safeguarding the shareholders’ interest
and provide accountability at the GMS;
Perform oversight of the management policy, the supervision of management execution in general,
and advise the Board of Directors;
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:
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;
Assemble the necessary committees as mandated by applicable laws and regulations;
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
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