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Board of Commissioners


The Board of Commissioners (BoC) is a company’s organ which is responsible for performing general and/or specific supervision in accordance with the company’s Articles of Association, providing advices to the Board of Directors, as well as ensuring effective implementation of the company’s GCG.

Charter of the Board of Commissioners

The BoC has carried out duties, responsibilities and authorities in accordance with the Board of Commissioners Charter. BoC Charter is a company document incorporated to manifest the BoC’s commitment and to serve as the BoC’s guidelines for applying the GCG. The guidelines are in-line with the company’s Articles of Association, the GCG principles, as well as all applicable rules and regulations.

The BoC Charter has been effective since 2015 and it is reviewed periodically according to GCG principles, capital market rules and regulations, and other applicable provisions. The BoC Charter was last updated in June 2019.

Download    Charter of the Board of Commissioners  

Board of Commissioners Composition

The composition and number of the members of the BoC are determined by the GMS by considering the condition and the diversity of its members’ skills, knowledge and experience.

The recommendations for the composition of the BoC members are made by the company’s Nomination and Remuneration Committee, whose roles are carried out by the BoC.

The AE Board of Commissioners consists of five members: three representatives of major shareholders and two independent commissioners. This composition complies with the company's articles of association, OJK Regulation No. 33 / POJK.04 / 2014, and the Board of Commissioners Charter, which requires that at least 30% of the members of the Board of Commissioners be independent commissioners.

In accordance with OJK Regulation No. 33 / POJK.04 / 2014 and the Charter of the Board of Commissioners, independent commissioners must meet the following requirements:

  1. is not a person who works or has the authority and responsibility to plan, lead, control or supervise the activities of the company within the past six months;
  2. not owning company shares, either directly or indirectly;
  3. has no affiliation with the company, other members of the Board of Commissioners, members of the Board of Directors or major shareholders of the company; and
  4. does not have a business relationship either directly or indirectly related to the company's business activities.

Until December 31, 2020, none of AE’s BoC members served as Directors and Commissioners in more than two other publicly listed companies, which complied with the stipulation of OJK Regulation No. 33/POJK.04/2014 and the BoC Charter.

Duties, Responsibilities and Powers of the Board of Commissioners

The Board of Commissioners is responsible for supervising and directing the Directors, as well as ensuring that the execution of policies is in line with the company's articles of association, applicable laws and regulations, and GCG principles.

The Board of Commissioners must carry out their duties and responsibilities in good faith, with full responsibility and prudence and always place AE's best interests above other interests as specified in the Board of Commissioners' Charter.

The Board of Commissioners has the authority to temporarily dismiss members of the Board of Directors by stating their reasons and carrying out the company's management functions for a certain period of time according to the Company's Articles of Association. The Board of Commissioners is also authorized to form Audit Committees and other committees if necessary and evaluate their performance at the end of the year.

The duties, responsibilities and authorities of the AE Board of Commissioners are explained in the Articles of Association and further stated in the Charter of the Board of Commissioners.

Throughout 2020, the BoC has approved AE’s annual work plan, evaluated the audit conducted by the Public Accounting Firm, determined the amount of honorarium for the Public Accounting Firm along with other terms, determined and approved the honorarium or salary and other benefits for the BoC and the BoD, evaluated AE’s operational and financial performance together with the BoD and monitored the latest market developments.

The above duties and responsibilities will be reported to the 2021 AGMS.

Board of Commissioners' Meeting and Decision

As regulated in AE's Articles of Association, OJK Regulation No. 33 / POJK.04 / 2014 and the Board of Commissioners Charter, the Board of Commissioners meets at least once every two months or whenever needed. The Board of Commissioners is also required to hold regular meetings with the Directors at least once every four months.

The Board of Commissioners' meeting for the current year is scheduled at the beginning of the year. Materials for scheduled meetings are distributed before the day the meeting is held.

Meetings of the Board of Commissioners are considered valid and binding if attended by more than 1/2 (half) of their members or power of attorney. The decision of the meeting is made based on deliberation to reach consensus. However, if a decision cannot be reached through consensus, the decision is made based on a majority vote. All strategic decisions require approval from the Board of Commissioners and Directors before being implemented. Minutes of the Board of Commissioners' meeting are made, including differences in opinion.

In 2020, the Board of Commissioners held 6 (six) official meetings:

Name
Number of Attendance
%
Edwin Soeryadjaya 6 100
Ir. Theodore Permadi Rachmat 1* 17
Arini Saraswaty Subianto 6 100
Dr. Ir. Raden Pardede 6 100
Mohammad Effendi 6 100

*Ir. Theodore Permadi Rachmat was unable to attend 5 (five) BoC meetings due to an engagement that could not be postponed or represented.

The Board of Commissioners also held 6 official meetings with the Directors in 2020:

Name
Number of Attendance
%
Edwin Soeryadjaya 6 100
Ir. Theodore Permadi Rachmat 1* 17
Arini Saraswaty Subianto 6 100
Dr. Ir. Raden Pardede 6 100
Mohammad Effendi 6 100

*Ir. Theodore Permadi Rachmat was unable to attend 5 (five) BoC meetings due to an engagement that could not be postponed or represented.

Citizenship

Indonesian

Age

71 as at 31 December 2020

Education History

Bachelor’s Degree in Business Administration, University of Southern California, USA

Legal Basis of Appointment at PT Adaro Energy, Tbk

Deed No. 62 of 18 April 2008, and re-appointed based on Deed No. 167 of 23 April 2018

Career History

 
  • Work Experience
  • Vice President Director, Astra International, (1978 – 1993)
  • Co-Founder, SRTG (1998 - present)
  • Concurrent Position
  • President Commissioner, PT Adaro Energy, Tbk
  • President Commissioner, PT Adaro Strategic Investments
  • President Commissioner, PT Adaro Strategic Lestari
  • President Commissioner, PT Adaro Strategic Capital
  • President Commissioner, PT Viscaya Investments
  • President Commissioner, PT Dianlia Setyamukti
  • Steering Committee, Adaro Bangun Negeri Foundation
  • President Commissioner, PT Tower Bersama Infrastructure, Tbk
  • President Commissioner, PT Mitra Pinasthika Tbk
  • President Commissioner, PT Merdeka Copper Gold, Tbk
  • Chairman, Interra Resources Limited
  • Co-founder, William Lily Foundation
  • Chairman of the Board of Trustee, Ora et Labora Foundation

Training and Competency Development

None

Affiliated Relationship

Affiliated with the controlling shareholders of PT Adaro Energy Tbk.

Domicile

Jakarta

Share Ownership

3.29%

Citizenship

Indonesian

Age

77 as at 31 December 2020

Education History

Bachelor’s Degree in Mechanical Engineering, Bandung Institute of Technology, Indonesia

Legal Basis of Appointment at PT Adaro Energy, Tbk

Deed No. 62 of 18 April, 2008, re-appointed based on Deed No.167 of 23 April 2018

Career History

 
  • Work Experience
  • Marketing Director, Astra International (1973 – 1976)
  • President Director, PT United Tractors (1977 – 1984)
  • Group Director, Astra International (1977 – 1980)
  • Vice President Director, Astra International (1981 – 1984)
  • Commissioner, PT United Tractors (1984 - 1999)
  • Commissioner, PT Unilever Indonesia (1999-2009)
  • President Director, Astra International (1984 – 1998), (2000 – 2002)
  • Commissioner, Astra International, (1998 – 2000)
  • President Commissioner, Astra (2002 – 2005)
  • Commissioner, PT Multi Bintang Tbk (2002 – 2007)
  • President Commissioner, PT Adira Dinamika Multifinance (2004 – 2011)
  • Founder, Triputra Group (1998 - present)
  • Concurrent Position
  • Vice President Commissioner, PT Adaro Energy, Tbk.
  • Commissioner, PT Adaro Strategic Investments
  • Commissioner, PT Adaro Strategic Lestari
  • Commissioner, PT Adaro Strategic Capital
  • Commissioner, PT Viscaya Investments
  • Commissioner, PT Dianlia Setyamukti
  • Steering Committee, Adaro Bangun Negeri Foundation
  • Vice President Commissioner, PT Surya Eka Perkasa
  • President Director, PT Triputra Investindo Arya
  • President Director, PT Triputra Permata Nusantara
  • President Director, PT Trikirana Investindo Prima
  • Commissioner, PT Alam Lestari Permai
  • Commissioner, PT Dharma Inti Anugerah

Training and Competency Development

None

Affiliated Relationship Hubungan Afiliasi

Affiliated with the controlling shareholders of PT Adaro Energy Tbk.

Domicile

Jakarta

Share Ownership

2.54%

Citizenship

Indonesian

Age

50 as at 31 December 2020

Education History

  • Bachelor of Fine Arts degree in Fashion Design from Parsons School of Design, USA
  • Master degree in Business Administration from Fordham University Graduate School of Business Administration, USA

Legal Basis of Appointment at PT Adaro Energy, Tbk

Deed No. 167 of 23 April 2018

Career History

 
  • Work Experience
  • Co-founder, Aksara
  • Co-founder, Union Group
  • Director, PT Pandu Alam Persada (1997 – 2017)
  • Director, PT Nuansa Nirmana Artistika (1998-2012)
  • Director, PT Tri Nur Cakrawala (2000 – 2017)
  • Concurrent Position
  • Commissioner, PT Adaro Energy Tbk.
  • Commissioner, PT Adaro Strategic Investments
  • Commissioner, PT Adaro Strategic Lestari
  • Commissioner, PT Adaro Strategic Capital
  • President Director, PT Persada Capital Investama
  • President Director, PT Pandu Alam Persada
  • President Commissioner, PT Anugrah Kirana Sarana
  • Commissioner, PT Nuansa Nirmana Artistika
  • Director, PT Panaksara
  • President Director, PT Tri Nur Cakrawala
  • Commissioner, PT Casa Maha Rasa
  • Commissioner, PT Dharma Satya Nusantara Tbk
  • Commissioner, PT Suralaya Anindita International

Training and Competency Development

None

Affiliated Relationship

Affiliated with the controlling shareholders of PT Adaro Energy Tbk.

Domicile

Jakarta

Share Ownership

0.25%

Citizenship

Indonesian

Age

60 as at 31 December 2020

Education History

  • Bachelor’s Degree in Chemical Engineering, Bandung Institute Technology, Indonesia
  • Doctorate in Economics, Boston University, USA

Legal Basis of Appointment at PT Adaro Energy, Tbk

Deed No. 147 of April 23, 2010, and reappointed based on Deed No. 167 of 23 April 2018

Career History

 
  • Work Experience
  • Founder, Chief Economist and Division Head, Executive Director, the Danareksa Research Institute (1995 to 2004)
  • Co-founder, Managing Partner, Creco Consulting (2010 – present)
  • Concurrent Position
  • Independent Commissioner, PT Adaro Energy Tbk

Training and Competency Development

None

Affiliated Relationship

None

Domicile

Jakarta

Citizenship

Indonesian

Age

66 as at 31 December 2020

Education History

  • Bachelor’s Degree in Electrical Engineering, Bandung Institute Technology, Indonesia

Legal Basis of Appointment at PT Adaro Energy, Tbk

Deed No. 9 of 11 June, 2019

Career History

 
  • Work Experience
  • Supply Chain Director, PT Unilever Indonesia Tbk (2002 – 2009)
  • President Director, PT Adaro Power
  • President Director, PT Bhimasena Power Indonesia
  • President Commissioner, PT Makmur Sejahtera Wisesa
  • President Commissioner, PT Tanjung Power Indonesia
  • Concurrent Position
  • Independent Commissioner, PT Adaro Energy Tbk.
  • President Commissioner, PT Bhimasena Power Indonesia
  • Trustee, Adaro Bangun Negeri Foundation

Training and Competency Development

The 18th Batch of ASEAN CG Scorecard plus Quality Reporting System run by Indonesian Institute for Corporate Directorship / IICD, (2019)

Affiliated Relationship

None

Domicile

Jakarta

Share Ownership

0

Last modified on May 29, 2021, 5:05 pm | 50498