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BOARD OF DIRECTORS

 

BOD - Pak Adrian

ADRIAN SUHERMAN

President Director

 

Adrian Suherman serves as President Director of the Company by the decision of the Annual General Meeting of Shareholders for the fiscal year 2018. His appointment was formalized in the Annual General Meeting of Shareholders Deed of Resolution No.136, dated 29 April 2019, drafted before Tangerang-based Notary Sriwi Bawana Nawaksari, S.H. M.Kn.

 

He started his career in 1995, leading product development, strategy, and operations for global software companies including Oracle and Sun Microsystems in Silicon Valley. After his stint in the USA, he returned to Indonesia as manager to top-tier management consulting firm A.T. Kearney (2007 – 2010) and successfully established the startup company Dealkeren (eventually sold to Livingsocial), the fastest growing and most significant e-commerce company in the country (2010 – 2012). He then rejoined the corporate world through Telkomsel as Vice President (2012 – 2014) and paved the way for Telkomsel to become a vital player in Indonesian mobile advertising. An entrepreneur by nature, he established another successful startup, aCommerce (2014 – 2015), before accepting a post as CEO with OVO (PT Visionet Internasional) (2016 – 2019). He concurrently serves as President Director at PT Matahari Putra Prima Tbk (since 2019) and President Commissioner at PT Multipolar Technology Tbk (since 2017).

 

He is an Indonesian citizen, aged 46 as of 31 December 2019. He earned an MBA in Corporate Strategy and Operations from the European Institute for Business Administration (INSEAD) in 2006. He also holds a Master of Science degree in Electrical Engineering from Stanford University, USA (1997), and a Bachelor of Science degree in Computer Engineering from the University of Arizona, USA (1995).

BOD - Pak Rudy

RUDY RAMAWY

Vice President Director

 

Rudy Ramawy serves as Vice President Director of the Company by the decision of the Annual General Meeting of Shareholders for the fiscal year 2018. His term was formalized in the Annual General Meeting of Shareholders Deed of Resolution No. 136, dated 29 April 2019, drafted before Tangerang-based Notary Sriwi Bawana Nawaksari, S.H. M.Kn.

 

He has over 20 years of experience with leading companies in various industries such as Procter & Gamble (1994), Sony Music (1997 – 1999, 2002 – 2005), Warner (1999 – 2002), RCTI/MNC Group (2008-2011). Most notably, he was the Country Director of Google Indonesia from 2012 to 2015, where he paved the path to establishing a strong presence that ensured the company’s rapid growth in the country. He led Google’s operations, as well as the launching of YouTube Indonesia and Google Maps Street View. He concurrently is the Founder and Managing Partner of Venturra Capital, a company he established in 2015 that invests in early/growth stage technology across the region. Other ongoing positions include Commissioner in Ruangguru (since 2015), Sociolla (since 2015), and OVO (since 2016). On top of his daily ventures, he plays an active role as a volunteer and mentor in community development. Currently, he is also a Commissioner at PT Matahari Putra Prima Tbk (since 2018) and PT Matahari Department Store Tbk (since 2018).

 

He is an Indonesian citizen, aged 48 as of 31 December 2019. He holds a Chemical Engineering degree from the University of California at Berkeley, USA.

BOD - Pak Agus

AGUS ARISMUNANDAR

Director

 

Agus Arismunandar serves as Director of the Company based on the decision of the Annual General Meeting of Shareholders for the fiscal year 2018. His appointment is stated in the Annual General Meeting of Shareholders Deed of Resolution No.136, dated 29 April 2019, drafted before Tangerang based Notary Sriwi Bawana Nawaksari, S.H., M.Kn.

 

He began his career with the Lippo Group in 2006 when he joined PT Matahari Department Store Tbk, wherein he was last posted as Head of Marketing & Promotion. In 2013, he joined the Company as Head of Investor Relations, and in 2019 he was appointed as a member of the Board of Directors, and concurrently holds several positions in the Company’s business units.

 

He is an Indonesian citizen, aged 54 as of 31 December 2019. He earned a Bachelor of Science degree in Electrical Engineering in 1988 from California State University at Long Beach, USA, and a Master of Business Administration degree in Marketing and IT in 1991 from the University of California at Davis, USA.

Fendi Santoso

FENDI SANTOSO

Director

 

Fendi Santoso serves as Director of the Company based on the decision of the Annual General Meeting of Shareholders for the fiscal year 2019. His appointment is stated in the Annual General Meeting of Shareholders Deed of Resolution No. 68, dated 12 June 2020, drafted before Tangerang based Notary Sriwi Bawana Nawaksari, S.H., M.Kn.

 

He has 19 years of experience in private equity and corporate space. Prior to the Company, he served as CFO at PT Matahari Putra Prima Tbk. He also spent 4 years at The Abraaj Group as Director overseeing investments in Southeast Asia and 5 years at Northstar Group – a leading private equity firm focusing in Southeast Asia countries, where he involved in several transactions in various sectors, including several financial services and consumer-facing businesses. Prior to this, he held various positions at Jardine Group – including Astra International, Jardine Motors Group, Jardine Matheson, and Federal International Finance.

 

He is an Indonesian citizen, aged 40 as of 31 December 2019.

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.

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

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