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.
BoC Charter
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 BoC Charter .
BoC 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.
AEI’s BoC comprises five members: three representatives of the major shareholders and two independent commissioners. This composition complies with the Articles of Association, OJK Regulation No. 33, and the BoC Charter, which stipulate that at least 30% of the BoC members must be independent commissioners.
In accordance with OJK Regulation No. 33/POJK.04/2014 and the BoC Charter, independent commissioners must meet the following requirements:
- not a person who has worked or had authority and
- responsibility to plan, direct, control or supervise the company’s activities for the last six months;
- do not have any shares, either directly or indirectly, in the company;
- are not affiliated with the company, other Commissioners, Directors or the company’s major shareholders; and
- do not have any direct or indirect business relation with the company’s business activities.
Until December 31, 2021, none of AEI’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 authorities of the BoC
The BoC is responsible for the supervision on the management policies, and ensuring that policy executions are in-line with the company’s Articles of Association, the applicable rules and regulations, and the GCG principles.
Commissioners shall carry out their duties and responsibilities in good faith, with responsibility and prudence, and putting AEI’s best interests above other interests as stipulated in the BoC Charter.
The BoC is authorized to temporarily discharge members of the BoD by stating the reasons and perform executive functions of the company for a certain period in accordance with AEI’s Articles of Association. The BoC is also authorized to establish the Audit Committee and other committees if necessary and evaluate their performance at the end of the year.
Duties, responsibilities and authorities of AEI’s BoC are specified in the Articles of Association & further stated in the BoC Charter.
Throughout 2021, the BoC has approved AEI’s annual work plan, approved the distribution of interim dividends proposed by the BoD, 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 AEI’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 2022 AGMS.
BoC Meetings
As required by AEI’s Articles of Association, OJK Regulation No. 33/POJK.04/2014, and BoC Charter, the BoC holds meetings at least once in two months and at any time necessary. The BoC is also required to have periodic meetings with the BoD at least once in four months.
The BoC 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.
A BoC 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 BoC 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. All strategic decisions require an approval from the BoC and BoD before being executed. The BoC meetings are minuted, including any dissenting opinions.
In 2021, the BoC held 6 (six) official meetings:
|
|
|
|
|---|---|---|
| Edwin Soeryadjaya | 6 | 100 |
| Ir. Theodore Permadi Rachmat | 3 | 50 |
| Arini Saraswaty Subianto | 4 | 67 |
| Dr. Ir. Raden Pardede | 6 | 100 |
| Mohammad Effendi | 6 | 100 |
The Board of Commissioners also held 6 official meetings with the Directors in 2021:
|
|
|
|
|---|---|---|
| Edwin Soeryadjaya | 6 | 100 |
| Ir. Theodore Permadi Rachmat | 3 | 50 |
| Arini Saraswaty Subianto | 4 | 67 |
| Dr. Ir. Raden Pardede | 6 | 100 |
| Mohammad Effendi | 6 | 100 |
|
Citizenship |
Indonesian |
|
Age |
72 as at 31 December 2021 |
|
Education History |
Bachelor’s Degree in Business Administration, University of Southern California, USA |
|
Legal Basis of Appointment at PT Adaro Energy Indonesia, Tbk |
Deed No. 62 of 18 April 2008, and re-appointed based on Deed No. 167 of 23 April 2018 |
|
Career History |
|
|
Work Experience |
|
|
Concurrent Position |
|
|
Training and Competency Development |
None |
|
Affiliated Relationship |
Affiliated with the controlling shareholders of PT Adaro Energy Indonesia Tbk. |
|
Domicile |
Jakarta |
|
Share Ownership |
3.29% |
|
Citizenship |
Indonesian |
|
Age |
78 as at 31 December 2021 |
|
Education History |
Bachelor’s Degree in Mechanical Engineering, Bandung Institute of Technology, Indonesia |
|
Legal Basis of Appointment at PT Adaro Energy Indonesia, Tbk |
Deed No. 62 of 18 April, 2008, re-appointed based on Deed No.167 of 23 April 2018 |
|
Career History |
|
|
Work Experience |
|
|
Concurrent Position |
|
|
Training and Competency Development |
None |
|
Affiliated Relationship |
Affiliated with the controlling shareholders of PT Adaro Energy Indonesia Tbk. |
|
Domicile |
Jakarta |
|
Share Ownership |
2.54% |
|
Citizenship |
Indonesian |
|
Age |
51 as at 31 December 2021 |
|
Education History |
|
|
Legal Basis of Appointment at PT Adaro Energy Indonesia, Tbk |
Deed No. 167 of 23 April 2018 |
|
Career History |
|
|
Work Experience |
|
|
Concurrent Position |
|
|
Training and Competency Development |
None |
|
Affiliated Relationship |
Affiliated with the controlling shareholders of PT Adaro Energy Indonesia Tbk. |
|
Domicile |
Jakarta |
|
Share Ownership |
0.25% |
|
Citizenship |
Indonesian |
|
Age |
67 as at 31 December 2021 |
|
Education History |
Bachelor’s Degree in Electrical Engineering, Bandung Institute of Technology, Indonesia |
|
Legal Basis of Appointment at PT Adaro Energy Indonesia, Tbk |
Deed No. 9 of 11 June, 2019 |
|
Career History |
|
|
Work Experience |
|
|
Concurrent Position |
|
|
Training and Competency Development |
|
|
Affiliated Relationship |
None |
|
Domicile |
Jakarta |
|
Share Ownership |
|
Citizenship |
Indonesian |
|
Age |
62 as at 31 December 2021 |
|
Education History |
Krisnadwipayana University, Indonesia |
|
Career History |
|
|
Work Experience |
|
|
Concurrent Position |
|
|
Training and Competency Development |
N/A |
|
Domicile |
Jakarta |
|
Share Ownership |
- |