AGMS
and EGMS
Board of
Commissioners
Board of
Directors
Supporting
Organ
Communication
with Shareholders
Stakeholder
Participation
Information
Disclosure
Risk
Management

Board of Directors


As stipulated on AE’s Article of Association, the BoD is a corporate body with full authority and responsibility for leading the company’s activities to achieve its business goals, carrying out the day-today operations of the company, formulating general policies and strategic objectives, and ensuring that the whole activities are in line with the company’s vision and missions, the GCG principles, and the prevailing laws and regulations.

Although each director is authorized to set policies in the relevant divisions, the execution of those policies remains a mutual responsibility. Considering its superior roles and authority in the company, the BoD members must have high integrity, competency, and experience in their respective field.

BoD Charter

Considering its important role in managing the company, the BoD formulated the BoD Charter based on the prevailing laws and regulations and the AoA. This charter serves as the guidance for the BoD members in carrying out their duties in an efficient, transparent, and competent manner.

The BoD Charter governs matters concerning the BoD members’ objectives, duties and responsibilities, authorities, term of office, delegation of authority, meetings, and relationship with the BoC.

The BoD Charter has been effective since March 2015. It is reviewed periodically based on the company’s requirements, development in GCG principles, capital market rules and regulations, and other applicable provisions.

Download BOD Charter  

BoD Composition

AE’s BoD consists of five members and one Chief Financial Officer. The BoD composition is based on consideration of the company’s condition and members’ decision-making effectiveness. They are appointed by considerations of expertise, integrity, leadership, experience, honesty, good conduct, as well as the dedication to promote and develop the company.

As of the end of 2018, no Director of the company served as a Director for more than two publicly listed companies and/or as Commissioners for more than three other publicly listed companies, including AE, as stipulated in OJK Regulation No.33/POJK.04/2014 and the BoD Charter.

Duties, Responsibilities and Authorities of the BoD

In managing AE’s business activities, the BoD plays an important role and power in making decision for the company’s interests, based on its stated goals, objectives, and the GCG principles. The BoD also represents the company both inside and outside court in accordance with the AoA, prevailing laws and regulation, and the BoD Charter. It is also authorized to establish committees that support the daily operational activities of the company.

The duties and responsibilities of each BoD members are determined jointly by all BoD members, which consist of a process to review, monitor, and oversee the implementation of corporate strategies, internal control, organizational development, human resources, and risk management. In performing its duties, the BoD is supervised and advised by the BoC. Certain policies require approval from the BoC or the GMS.

During 2018, the BoD performed their duties and responsibilities in accordance with the BoD Charter. The BoD made a number of strategic decisions and took the required actions.

President Director and Chief Executive Officer

The Chief Executive Officer (“CEO”) is responsible for leading, directing, and controlling the implementation of all company’s policies, and activities. Another key part is to act as a representative of the company in interacting with the stakeholders and ensure the good trust and mutually beneficial relations with them. The CEO must also ensure the availability of data and information for reporting in accordance with the applicable policies and AoA.

Vice President Director & Deputy Chief Executive Officer (“Deputy CEO”)

The Deputy CEO is responsible for ensuring that the company has effective internal organizations, efficient work systems that produce superior outputs, and sustainable markets.

Director & Chief Financial Officer

The Chief Financial Officer (“CFO”) is responsible for the planning and monitoring of the company’s financial condition. The CFO collaborates with other directors in preparing the financial reports and work planning & budgeting of the company based on the condition. The CFO also coordinates activities related to independent auditors, tax auditors and government auditors. Externally, the CFO oversees and handles issues related to capital market regulations.

Director & Chief Operating Officer

The Director & Chief Operating Officer (“COO”) is responsible for coordinating all production activities, ensuring that they are implemented efficiently and effectively. The COO also coordinates the development of new mines and coal reserves and resources.

Director & Chief Legal Officer

The Director & Chief Legal Officer (“CLO”) is responsible for overseeing all legal matters for the company and serves as the primary legal advisor to the CEO. The CLO is also responsible for ensuring that all of the company’s activities comply with the applicable laws and regulations.

Director & Chief HRGA-IT Officer

The Director & Chief HRGA-IT is responsible for planning, developing, and executing the policies and strategies in the human resources field. The Chief HRGA-IT also cultivates a corporate culture based on the company’s value of integrity, meritocracy, openness, respect, and excellence.

BoD Meeting and Decisions

As stipulated in AE’s AoA, OJK Regulation No. 33, and the BoD Charter, the BoD holds meetings at least once a month. The BoD is also required to have periodic meetings with the BoC at least once in four months.

The BoD meetings for the year are scheduled at the beginning of the year. The materials of the scheduled meetings are distributed before the date of the meeting. Any member of the BoD who is unable to attend the meeting can only be represented by one BoD member.

A BoD meeting is considered valid and binding to make a decision if it is attended by more than 1/2 (one half) of the total members of the BoD or their proxies. Meeting decisions are decided through deliberation to reach a consensus. However, if a decision is not reached through deliberation, the decision is made based on majority votes. The BoD meetings are minuted, including any dissenting opinions.

The BoD meetings are held to discuss the company’s operational and financial performance, coal market conditions, project progress and other issues that require attention and decision making.

In 2018, the BoD held 11 official meetings:

Name
Number of Attendance
%
Garibaldi Thohir 8 73
Christian Ariano Rachmat 11 100
Chia Ah Hoo 11 100
Mohammad Syah Indra Aman 8 73
Julius Aslan 11 100

The BoD also held five official meetings with the BoC:

Name
Number of Attendance
%
Garibaldi Thohir 3 60
Christian Ariano Rachmat 5 100
Chia Ah Hoo 5 100
Mohammad Syah Indra Aman 4 80
Julius Aslan 5 100

PT Adaro Energy Tbk's BoD members are:

Garibaldi Thohir, 53, an Indonesian citizen, was appointed President Director of PT Adaro Energy Tbk based on Deed No. 62 of 18th April 2008, re-appointed based on Deed No. 126 of 20th April 2011, and re-appointed again based on Deed No. 82 of 25th April 2016.

He earned a BBA from the University of Southern California in 1988 and an MBA from Northrop University, California, in 1989. After that, he bought a stake in PT Allied Indocoal in a joint venture with an Australian firm, and developed an extensive network that helped him create a new business opportunities. In 1997, he formed motorcycle financing company PT Wahana Ottomitra Multiartha (WOM Finance). He led it to a US$150 million valuation and took it public in 2004.

In 2005, he joined with Edwin Soeryadjaya, Theodore Rachmat, Ir. Subianto and Sandiaga Uno in acquiring PT Adaro Indonesia, and took it public in 2008.  In 2015, he was appointed as a Commissioner of the Indonesia Stock Exchange.

As at 31st December 2018, he held positions at a number of companies both within and outside the Adaro Group. Within the Adaro Group, he held a position as President Commissioner of PT Alam Tri Abadi, PT Adaro Indonesia, PT Adaro Power, PT Mustika Indah Permai, PT Bukit Enim Energi, PT Bhakti Energi Persada, PT Adaro Persada Mandiri, PT Rehabilitasi Lingkungan Indonesia, PT Agri Multi Lestari, AdaroMet Coal Companies, PT Adaro Tirta Mandiri, and President Director of PT Viscaya Investments, PT Dianlia Setyamukti, PT Adaro Strategic Investments, PT Adaro Strategic Capital, and PT Adaro Strategic Lestari.

Outside the Adaro Group, he was President Director of PT Trinugraha Thohir Holding and a Commissioner of PT Merdeka Copper Gold Tbk. As at 31st December 2018, he was a member of the Supervisory Board of the Adaro Bangun Negeri Foundation.

Affiliated relationship:

As at 31st December 2018, Garibaldi Thohir had an affiliated relationship with the controlling shareholders of PT Adaro Energy Tbk.

Christian A. Rachmat, 46, an Indonesian citizen, was appointed Vice President Director of PT Adaro Energy Tbk based on Deed No. 62 of 18th April 2008, re-appointed based on Deed No. 126 of 20th April 2011, and re-appointed again based on Deed No. 82 of 25th April 2016.

The son of Adaro Energy’s Vice President Commissioner, Theodore Permadi Rachmat, he earned a bachelor’s degree in Industrial Engineering from Northwestern University in Illinois in 1995. He started his career as a business analyst at A.T. Kearney in 1995, then moved to work as Operations Researcher and Supply Chain Manager for PT Toyota Astra Motors from 1996 to 1998. After Astra and a spell at his family’s Triputra Group, he brought his experience to the Adaro Group in 2005.

As at 31st December 2018, he was President Commissioner of PT Jasapower Indonesia, PT Adaro Jasabara Indonesia, and PT Adaro Mining Technologies, and Commissioner of PT Adaro Indonesia, PT Alam Tri Abadi, PT Mustika Indah Permai, AdaroMet Coal Companies, PT Bhakti Energi Persada, PT Adaro Power, and PT Adaro Tirta Mandiri. He was also Director of PT Adaro Strategic Investments, PT Adaro Strategic Capital, PT Adaro Strategic Lestari, PT Viscaya Investments, PT Dianlia Setyamukti, Coaltrade Services International Pte Ltd, Adaro Capital Limited, and Orchard Maritime Limited.

Affiliated relationship:

As at 31st December 2018, Christian Ariano Rachmat had an affiliated relationship with the controlling shareholders of PT Adaro Energy Tbk. He is also the son of Theodore Permadi Rachmat, the Vice President Commissioner of PT Adaro Energy Tbk.

Chia Ah Hoo, 60, Malaysian citizen, was appointed a Director of PT Adaro Energy Tbk based on Deed No. 62 of 18th April 2008, re-appointed based on Deed No. 126 of 20th April 2011, and re-appointed again based on Deed No. 82 of 25th April 2016.

He earned a degree in civil engineering from the University of Windsor in Canada in 1984. After a project in Penang, Malaysia, he ran a contract mining company in East Kalimantan then joined PT Adaro Indonesia in 1991 as Operations Manager. PT Adaro Indonesia further developed his career by providing a period of study at the European business school INSEAD in 1998. Later that year he was appointed General Manager of PT Adaro Indonesia.

As at 31st December 2018, he was President Director of PT Adaro Indonesia, PT Alam Tri Abadi, PT Saptaindra Sejati, AdaroMet Coal Companies, and Director of PT Viscaya Investments. He was also President Commissioner of PT Paramitha Cipta Sarana, PT Semesta Centramas, PT Laskar Semesta Alam.

As at 31st December 2018, he was a member of the Supervisory Board of Adaro Bangun Negeri Foundation.

Affiliated relationship:

As at 31st December 2018, Chia Ah Hoo did not have an affiliated relationship with the controlling shareholders of PT Adaro Energy Tbk.

Mohammad Syah Indra Aman, 50, an Indonesian citizen, was appointed a Director of PT Adaro Energy Tbk based on Deed No. 126 of 20th April 2011, and re-appointed based on Deed No. 82 of 25th April 2016.

He earned a law degree from the University of Indonesia in 1990, and LLM (Master of Laws) from the University of Washington in 1992. He returned to Indonesia and worked as a lawyer at the firms Minang, Warman, Sofyan SH & Associates and Lubis, Ganie & Surowidjojo before joining the Adaro Group in 1996.

As at 31st December 2018, he was Director of PT Alam Tri Abadi, Coaltrade Services International Pte Ltd, and Adaro Capital Limited. He was also the President Commissioner of PT Adaro Logistics, PT Indonesia Bulk Terminal, PT Sarana Daya Mandiri, PT Indonesia Multi Purpose Terminal, PT Puradika Bongkar Muat Makmur, PT Maritim Barito Perkasa, PT Harapan Bahtera Internusa, PT Alam Sukses Lestari, PT Hutan Amanah Lestari, and Commissioner of PT Adaro Indonesia, PT Saptaindra Sejati, PT Mustika Indah Permai, PT Paramitha Cipta Sarana, PT Semesta Centramas, PT Laskar Semesta Alam, PT Jasapower Indonesia, PT Adaro Jasabara Indonesia, PT Adaro Mining Technologies, PT Adaro Power, AdaroMet Coal Companies, PT Agri Multi Lestari, PT Rehabilitasi Lingkungan Indonesia, PT Adaro Tirta Mandiri, and PT Trimitra Tirta Sarana.

Affiliated relationship:

As at 31st December 2018, M. Syah Indra Aman did not have an affiliated relationship with the controlling shareholders of PT Adaro Energy Tbk.

Julius Aslan, 54, an Indonesian citizen, was appointed a Director of PT Adaro Energy Tbk based on Deed No. 95 of 19th April 2013, and re-appointed based on Deed No. 82 of 25th April 2016.

He earned a bachelor’s degree in electrical engineering from the National Institute of Science and Technology, Jakarta. He has more than two decades of professional experience, primarily in senior human resources positions. He started as a management trainee at PT Astra International Tbk and was appointed Corporate Human Resources Chief in 2001. He was appointed Human Resources Director of Bank Permata in 2004, of PT Astra Agro Lestari Tbk in 2006 and of PT Astra Honda Motor in 2007 before becoming a Marketing Director of PT Astra Honda Motor in 2009.

As at 31st December 2018, he was President Commissioner of PT Saptaindra Sejati and Commissioner of PT Alam Tri Abadi, PT Adaro Indonesia, PT Adaro Mining Technologies, PT Adaro Logistics, PT Adaro Power, PT Indonesia Bulk Terminal, PT Puradika Bongkar Muat Makmur, PT Maritim Barito Perkasa, PT Harapan Bahtera Internusa, and AdaroMet Coal Companies.

As at 31st December 2018, he was a member of the Supervisory Board of Adaro Bangun Negeri Foundation.

Affiliated relationship:

As at 31st December 2018, Julius Aslan did not have an affiliated relationship with the controlling shareholders of PT Adaro Energy Tbk.

Lie Luckman, 49 years, a citizen of Indonesia, holding the position of AE`s Chief Financial Officer since his appointment by AE`s Directors on December 1, 2018.

Lie Luckman earned his degree in Accounting from the Catholic University of Atma Jaya, Indonesia, in 1994. He has more than two decades of professional experience, mostly from his senior positions in finance and accounting in the coal industry. Prior to joining PT Adaro Indonesia in 2003, he worked as an auditor at Public Accounting Firm Prasetio, Utomo & Co.

His current positions also include Director of PT Jasapower Indonesia, PT Adaro Persada Mandiri, PT Rehabilitasi Lingkungan Indonesia, PT Agri Multi Lestari and PT Adaro Tirta Mandiri.

Last modified on May 15, 2019, 4:43 pm | 33416