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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.

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:

  1. not a person who has worked or had authority and
  2. responsibility to plan, direct, control or supervise the company’s activities for the last six months;
  3. do not have any shares, either directly or indirectly, in the company;
  4. are not affiliated with the company, other Commissioners, Directors or the company’s major shareholders; and
  5. 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:

Name
Number of Attendance
%
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:

Name
Number of Attendance
%
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

  • Vice President Director, Astra International, (1978-1993)
  • Co-Founder, SRTG (1998 - present)

Concurrent Position

  • President Commissioner, PT Adaro Energy Indonesia, 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 Saratoga Investama Sedaya, Tbk
  • President Commissioner, PT Tower Bersama Infrastructure, Tbk
  • President Commissioner, PT Mitra Pinasthika Mustika Tbk
  • President Commissioner, PT Merdeka Copper Gold, Tbk
  • Chairman, Interra Resources Limited
  • Co-founder, William and 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 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

  • 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 Indonesia, 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 Commissioner, PT Triputra Investindo Arya
  • President Director, PT Triputra Permata Nusantara
  • President Commissioner, PT Trikirana Investindo Prima
  • Commissioner, PT Alam Lestari Permai
  • Commissioner, PT Dharma Inti Anugerah

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

  • 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 Indonesia, 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 Indonesia 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 Dharma Satya Nusantara Tbk
  • Commissioner, PT Suralaya Anindita International
  • Commissioner, PT Triputra Agro Persada Tbk

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

  • Supply Chain Director, PT Unilever Indonesia Tbk (2003-2009)
  • President Director, PT Adaro Power (2012-2019)
  • President Director, PT Bhimasena Power Indonesia (2014-2016)
  • President Commissioner, PT Makmur Sejahtera Wisesa (2016-2019)
  • President Commissioner, PT Tanjung Power Indonesia (2017-2019) President Commissioner, PT Bhimasena Power Indonesia (2016-August 2021)

Concurrent Position

  • Independent Commissioner, PT Adaro Energy Indonesia Tbk.
    Independent Commissioner, PT Adaro Minerals Indonesia, Tbk.
  • Trustee, Adaro Bangun Negeri Foundation
  • President Commissioner, PT Balangan Anugerah Semesta

Training and Competency Development

  • The 18th Batch of ASEAN CG Scorecard plus Quality Reporting System run by Indonesian Institute for Corporate Directorship / IICD, (2019)
  • Certification in Audit Committee Practices / IKAI (2020)
  • Panel Discussion “Agile Auditing: Audit Committee partnership with Internal Auditor to respond on Disruption, by Ikatan Komite Audit Indonesia and The Institute of Internal Auditors Indonesia, 22 June 2020
  • Panel Discussion : “The role of Internal Auditor, Audit Committee and External Auditor in ISO 37001:2016 Management System for Anti Bribery” by Ikatan Komite Audit Indonesia, The Institute of Internal Auditors Indonesia and Institut Akuntan Publik Indonesia, 29 July 2020
  • Panel Discussion “Optimization of Audit Committee role in Supervision and Evaluation of Auditor Service by Public Accountant or Public Accountant Office” by Ikatan Komite Audit Indonesia and Institut Akuntan Publik Indonesia, 12 October 2020.
  • “2020 IIA Indonesia National Conference: Enhancing Communication & Collaboration: Learning From The Pandemic”, by The Institute of Internal Auditors Indonesia, 2-3 December 2020.

Affiliated Relationship

None

Domicile

Jakarta

Share Ownership

 
Last modified on June 27, 2022, 11:41 am | 65559