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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.

Legal basis

The Board of Commissioners’ establishment and appointment refer to several regulations, such as Law No. 40 of 2007 on Limited-liability company and FSA Regulation No. 33/POJK.04/2014 of December 8, 2014 on the BoD and BoC of Issuers or Public Companies (“POJK 33”).

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

Concurrent position of the BoC

BoC members can concurrently serve as:

  • a BoD member of not more than 2 (two) other issuers or public companies; and
  • a BoC member of not more than 2 (two) other issuers or public companies.

As at December 31 st , 2023, none of AEI’s BoC members had held a position as director or commissioner in more than two other public companies. This practice complies with the provision of POJK 33 and AEI’s BoC Charter.

BoC composition

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

The recommendations or proposals for the appointment and/or replacement of BoC members to GMS shall be made by the company’s Nomination and Remuneration function, whose roles are carried out by the BoC.

In 2023, all members of the BoC were reappointed based on the resolution of the Annual GMS of May 11 th , 2023, for the term of service as of the closure of this Annual GMS until the closure of the Annual GMS of 2028.

The composition of the company’s Board of Commissioners 2023 :

Name

Position

Basis of Appointment

Edwin Soeryadjaya

President Commissioner | Presiden Komisaris

Annual GMS May 11th, 2023

Ir. Theodore Permadi Rachmat

Vice President Commissioner | Wakil Presiden Komisaris

Annual GMS May 11th, 2023

Arini Saraswaty Subianto

Commissioner | Komisaris

Annual GMS May 11th, 2023

Mohammad Effendi

Independent Commissioners | Komisaris Independen

Annual GMS May 11th, 2023

Budi Bowoleksono

Independent Commissioner | Komisaris Independen

Annual GMS May 11th, 2023

Term of office of BoC members

  • BoC members are appointed by GMS for a term of office starting from the date as determined by the GMS which appoints them until the closure of the fifth AGMS from the date of appointment, without prejudice to the right of the GMS to dismiss at any time.
  • Every BoC member may be reappointed for the next term of office.
  • Independent Commissioners may be appointed to hold the position for more than 2 (two) terms of office as long as they declare their independency.

Duties, responsibilities and authority of the BoC

  1. The BoC is responsible for supervising the policies and performance of the company’s management and business in general, and providing advice for the BoD;
  2. In certain circumstances, BoC must hold AGMS and other GMS within their authority;
  3. BoC members must carry out their duties and responsibilities in good faith, and with full responsibility and prudence;
  4.  BoC must set up an audit committee and other committees to support the effective performance of their duties and responsibilities.

The BoC’s duties, authority, and responsibilities are explained in more details in the Articles of Association and stated in the BoC Charter.

For detailed information, please click here

Citizenship

Indonesian

Age

74 as at 31 December 2023

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. 44 of 22 May 2023

Career History

 
  • Work Experience
  • Vice President Director, Astra International, (1978 – 1993)
  • Co-Founder, PT Saratoga Investama Sedaya Tbk. (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
  • 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.
  • Co-founder, William and Lily Foundation
  • Member Board of Trustees, 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

80 as at 31 December 2023

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, and re-appointed based on Deed No. 44 of 22 May 2023

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)
  • Vice President Commissioner, PT Surya Esa Perkasa Tbk. (2011-2022)

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
  • Committee, Adaro Bangun Negeri Foundation
  • 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
  • President Commissioner, PT Adi Dinamika Investindo

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

53 as at 31 December 2023

Education History

· Bachelor of Fine Arts degree in Fashion Design from Parsons School of Design, USA

· Master’s 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, and re-appointed based on Deed No. 44 of 22 May 2023

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
  • Commissioner, PT Bhakti Energi Persada
  • 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

69 as at 31 December 2023

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 and re-appointed based on Deed No. 44 of 22 May 2023

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.
  • Head 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, (August 2019).
  • Certification in Audit Committee Practices / IKAI (January 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).
  • Impactful Internal Audit in a changing world, by IIA, (12-13 Oct 2022).
  • 2023 National Conference, Mengawal keberlanjutan dan pertumbuhan Perseroan melalui pengawasan dan pengendalian resiko, organized by Indonesia Audit Committee Association, (19 Oct 2023).

Affiliated Relationship

None

Domicile

Jakarta

Share Ownership

0

Last modified on June 5, 2024, 1:54 pm | 107242