AGMS
and EGMS
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Commissioners
Board of
Directors
Supporting
Organ
Communication
with Shareholders
CG
Factsheets
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Disclosure
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Management

Board of Directors


The BoD is the company’s organ which is fully responsible for managing the company collectively according to its vision and mission. Every member of the BoD shall perform their decision-making duty and day-to-day activities based on the segregation of duties and responsibilities. In addition, the BoD also required to ensure the effectiveness of the GCG implementations in the company.

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.

AE’s BoD Charter has been effective since 2015 and it is reviewed periodically based on GCG principles, capital market rules and regulations, and other applicable provisions. The BoD Charter governs matters concerning the BoD members’ objectives, duties and responsibilities, authorities, term of office, delegation of authority, BoD meetings, and relationship with the BoC. The BoD Charter was last updated in June 2019

Download  BOD Charter   

BoD Composition

AE’s BoD consists of five members. The number of BoD members is determined by taking into account the company’s condition and members’ decision-making effectiveness. BoD members are appointed by considering their expertise, integrity, leadership, experience, honesty, good conduct, as well as the dedication to promote and develop the company. Moreover, AE also have a Chief Financial Officer who is responsible for the planning and monitoring of the company’s financial condition.

The members of the Board of Directors may hold multiple positions provided that it is not in violation of the OJK Regulation No. 33/POJK.04/2014 and the BoD Charter. As at the end of 2020, none of AE’s BoD members 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, to fulfil the provisions as stipulated in the applicable laws and regulations.

Duties, Responsibilities and Authorities of the BoD

Every member of the BoD must comply with all provisions and carry out their duties under good faith and responsibility according to the provisions of the Articles of Association, the applicable laws and regulations, and the BoD Charter, and must always place the company’s interest above other interests. The BoD is also required to monitor the effectiveness of the implementation of GCG principles by the company and makes necessary adjustments on such.

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.

The Board of Directors can also set up committees for supporting the effectiveness of its duties and responsibilities. In the event that the Board of Directors sets up committees, it must evaluate the committees’ performance at the end of every fiscal year.

During 2020, 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 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.

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.

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 2020, the BoD held 12 official meetings:

Name
Number of Attendance
%
Garibaldi Thohir 9 75
Christian Ariano Rachmat 12 100
Chia Ah Hoo 12 100
Mohammad Syah Indra Aman 11 92
Julius Aslan 11 100

Tahun 2020, Direksi juga mengadakan 6 (enam) rapat resmi dengan Dewan Komisaris:

Name
Number of Attendance
%
Garibaldi Thohir 3 50
Christian Ariano Rachmat 6 100
Chia Ah Hoo 6 100
Mohammad Syah Indra Aman 5 83
Julius Aslan 6 100

PT Adaro Energy Tbk's BoD members are:

Citizenship

Indonesian

Age

55 as at 31 December 2020

Education History

  • Bachelor of Business Administration, University of Southern California, USA
  • MBA, Northrop University, California, USA

Legal Basis of Appointment at PT Adaro Energy, Tbk

Deed No. 62 of April 18, 2008, and re-appointed based on Deed No.82 of April 25, 2016

Career History

 
  • Work Experience
  • Founder, PT Wahana Ottomitra Multiartha (1997)
  • Concurrent Position
  • President Director, PT Adaro Energy, Tbk
  • President Director, PT Adaro Strategic Investments
  • President Director, PT Adaro Strategic Lestari
  • President Director, PT Adaro Strategic Capital
  • President Director, PT Viscaya Investments
  • President Director, PT Dianlia Setyamukti
  • Steering Comittee, Adaro Bangun Negeri Foundation
  • President Commissioner, PT Alam Tri Abadi
  • President Commissioner, PT Adaro Indonesia
  • President Commissioner, PT Bhakti Energi Persada
  • President Commissioner, PT Maruwai Coal
  • President Commissioner, PT Kalteng Coal
  • President Commissioner, PT Sumber Barito Coal
  • President Commissioner, PT Juloi Coal
  • President Commissioner, PT Lahai Coal
  • President Commissioner, PT Ratah Coal
  • President Commissioner, PT Pari Coal
  • President Commissioner, PT Mustika Indah Permai
  • President Commissioner, PT Bukit Enim Energy
  • President Commissioner, PT Adaro Power
  • President Commissioner, PT Adaro Persada Mandiri
  • President Commissioner, PT Agri Multi Lestari
  • President Commissioner, PT Rehabilitasi Lingkungan Indonesia
  • President Commissioner, PT Adaro Tirta Mandiri
  • Commissioner, Indonesia Stock Exchange
  • Commissioner, PT Merdeka Gold Copper
  • Director, PT Trinugraha Thohir Holding
  • President Commissioner, PT PT Wahanaartha Harsaka
  • President Director, PT Surya Esa Perkasa Tbk,
  • President Director, PT Trinugraha Food Industry

Training and Competency Development

None

Affiliated Relationship

Affiliated with the controlling shareholders of PT Adaro Energy Tbk.

Domicile

Jakarta

Share Ownership

6.18%

Citizenship

Indonesian

Age

48 as at 31 December 2020

Education History

  • Bachelor’s degree in Industrial Engineering, Northwestern University, Illinois, USA

Legal Basis of Appointment at PT Adaro Energy, Tbk

Deed No. 62 of April 18, 2008, , and re-appointed based on Deed No.82 of April 25, 2016

Career History

 
  • Work Experience
  • Business analyst, A.T. Kearney (1995)
  • Supply chain manager, PT Toyota Astra Motors (1996 to 1998)
  • Concurrent Position
  • Vice President Director, PT Adaro Energy Tbk
  • Director, PT Adaro Strategic Invetments
  • Director, PT Adaro Strategic Lestari
  • Director, PT Adaro Strategic Capital
  • Director, PT Vascaya Investments
  • Director, PT Dianlia Setyamukti
  • Director, Coaltrade Services International Ltd
  • Director, Orchard Maritime Limited
  • Director, Adaro Capital Limited
  • Director, Kestrel Coal Resources Pty Ltd
  • Commissioner, PT Alam Tri Abadi
  • Commissioner, PT Adaro Indonesia
  • Commissioner, PT Bhakti Energi Persada
  • Commissioner, PT Maruwai Coal
  • Commissioner, PT Kalteng Coal,
  • Commissioner, PT Sumber Barito Coal
  • Commissioner, PT Juloi Coal
  • Commissioner, PT Lahai Coal
  • Commissioner, PT Ratah Coal
  • Commissioner, PT Pari Coal
  • Commissioner, PT Mustika Indah Permai
  • President Commissioner, PT Jasapower Indonesia
  • President Commissioner, PT Adaro Jasabara Indonesia
  • President Commissioner, PT Adaro Mining Technologies
  • Commissioner, PT Adaro Power
  • Commissioner, PT Adaro Tirta Mandiri
  • Director, PT Triputra Investindo Arya

Training and Competency Development

None

Affiliated Relationship

Affiliated with the controlling shareholders of PT Adaro Energy Tbk.

Domicile

Jakarta

Share Ownership

0.06%

Citizenship

Malaysian

Age

62 as at 31 December 2020

Education History

  • Bachelor’s Degree in Civil Engineering, University of Windsor, Canada

Legal Basis of Appointment at PT Adaro Energy, Tbk

Deed No. 62 of April 18, 2008, and re-appointed again based on Deed No.82 of April 25, 2016

Career History

 
  • Concurrent Position
  • Director, PT Adaro Energy Tbk
  • Director, PT Alam Tri Abadi
  • Director, PT Viscaya Investments
  • President Director, PT Adaro Indonesia
  • President Commissioner, PT Paramitha Cipta Sarana
  • President Commissioner, PT Semesta Centramas
  • President Commissioner, PT Laskar Semesta Alam
  • President Director, PT Maruwai Coal
  • President Director, PT Kalteng Coal
  • President Director, PT Sumber Barito Coal
  • President Director, PT Juloi Coal
  • President Director, PT Lahai Coal
  • President Director, PT Ratah Coal
  • President Director, PT Pari Coal
  • President Director, PT Saptaindra Sejati
  • Director, Kestrel Coal Resources Pty ltd
  • Director, Adaro Australia Pty Ltd

Training and Competency Development

None

Affiliated Relationship

None

Domicile

Jakarta

Share Ownership

0.03%

Citizenship

Indonesia

Age

53 as at 31 December 2020

Education History

  • Bachelor’s Degree in Law, University of Indonesia, Indonesia
  • LLM (Master of Laws), University of Washington, USA

Legal Basis of Appointment at PT Adaro Energy, Tbk

Deed No. 126 of 20 April 2011, and re-appointed based on Deed No.82 of April 25, 2016

Career History

 
  • Work Experience
  • Lawyer, Minang, Warman, Sofyan SH & Associates
  • Lawyer, Lubis, Ganie & Surowidjojo
  • Concurrent Position
  • Director, PT Adaro Energy Tbk
  • Director, PT Alam Tri Abadi
  • Trustee, Adaro Bangun Negeri Foundation
  • Commissioner, PT Adaro Indonesia
  • Commissioner, PT Paramitha Cipta Sarana
  • Commissioner, PT Semesta Centramas
  • Commissioner, PT Laskar Semesta Alam
  • Commissioner, PT Maruwai Coal
  • Commissioner, PT Kalteng Coal
  • Commissioner, PT Sumber Barito Coal
  • Commissioner, PT Juloi Coal
  • Commissioner, PT Lahai Coal
  • Commissioner, PT Ratah Coal
  • Commissioner, PT Pari Coal
  • Commissioner, PT Mustika Indah Permai
  • Commissioner, PT Saptaindra Sejati
  • Commissioner, PT Jasapower Indonesia
  • Commissioner, PT Adaro Jasabara Indonesia
  • Commissioner, PT Adaro Mining Technologies
  • President Commissioner, PT Adaro Logistics
  • President Commissioner, PT Indonesia Bulk Terminal
  • President Commissioner, PT Sarana Daya Mandiri
  • President Commissioner, PT Indonesia Multi Purpose Terminal
  • President Commissioner, PT Puradika Bongkar Muat Makmur
  • President Commissioner, PT Maritim Barito Perkasa
  • President Commissioner, PT Harapan Bahtera Internusa
  • Commissioner, PT Barito Galangan Nusantara
  • Commissioner, PT Adaro Power
  • Commissioner, PT Adaro Persada Mandiri
  • Commissioner, PT Agri Multi Lestari
  • Commissioner, PT Rehabilitasi Lingkungan Indonesia
  • President Commissioner, PT Alam Sukses Lestari
  • President Commissioner, PT Hutan Amanah Lestari
  • Commissioner, PT Adaro Tirta Mandiri
  • President Commissioner, PT Trimitra Tirta Sarana
  • Director, Coaltrade Services International Pte Ltd
  • Director, Adaro Capital Limited
  • Director, Kestrel Coal Resources Pty Ltd
  • Director, Adaro Australia Pty Ltd

Training and Competency Development

None

Affiliated Relationship

None

Domicile

Jakarta

Share Ownership

0

Citizenship

Indonesian

Age

57 as at 31 December 2020

Education History

  • Bachelor’s Degree in Electrical Engineering, National Institute of Science and Technology, Indonesia.

Legal Basis of Appointment at PT Adaro Energy, Tbk

Deed No. 95 of April 19, 2013, and re-appointed based on Deed No.82 of April 25, 2016

Career History

 
  • Work Experience
  • Marketing Director, PT Astra Honda Motor, 2009
  • Human Resources Director, PT Astra Honda Motor, 2007
  • Human Resources Director, PT Astra Agro Lestari Tbk, 2006
  • Human Resources Director, Bank Permata, 2004
  • Corporate Human Resources Chief, PT Astra International Tbk, 2001
  • Management Trainee, PT Astra International Tbk
  • Concurrent Position
  • Director, PT Adaro Energy Tbk
  • Commissioner, PT Alam Tri Abadi
  • Trustee, Adaro Bangun Negeri Foundation
  • Commissioner, PT Adaro Indonesia
  • Commissioner, PT Maruwai Coal
  • Commissioner, PT Kalteng Coal
  • Commissioner, PT Sumber Barito Coal
  • Commissioner, PT Juloi Coal
  • Commissioner, PT Lahai Coal
  • Commissioner, PT Ratah Coal
  • Commissioner, PT Pari Coal
  • President Commissioner, PT Saptaindra Sejati
  • Commissioner, PT Adaro Mining Technologies
  • Commissioner, PT Adaro Logistics
  • Commissioner, PT Indonesia Bulk Terminal
  • Commissioner, PT Puradika Bongkar Muat Makmur
  • Commissioner, PT Maritim Barito Perkasa
  • Commissioner, PT Harapan Bahtera Internusa
  • Commissioner, PT Barito Galangan Nusantara
  • Commissioner, PT Adaro Power

Training and Competency Development

None

Affiliated Relationship

None

Domicile

Jakarta

Share Ownership

0,05%

Citizenship

Indonesia

Age

50 as at 31 December 2020

Education History

Bachelor’s Degree in Accounting, Atma Jaya Catholic University, 1994

Legal Basis of Appointment at PT Adaro Energy, Tbk

Appointed by AE Board of Director, 1 December 2018

Career History

 
  • Work Experience
  • Auditor, Public Accounting Firm Prasetio, Utomo & Co
  • Concurrent Position
  • Director, PT Alam Tri Abadi
  • Director, PT Dianlia Setyamukti
  • Commissioner, PT Adaro Indonesia
  • Commissioner, PT Paramitha Cipta Sarana
  • Commissioner, PT Semesta Centramas
  • Commissioner, PT Laskar Semesta Alam
  • Commissioner, PT Bhakti Energi Persada
  • Commissioner, PT Maruwai Coal
  • Commissioner, PT Kalteng Coal
  • Commissioner, PT Sumber Barito Coal
  • Commissioner, PT Juloi Coal
  • Commissioner, PT Lahai Coal
  • Commissioner, PT Ratah Coal
  • Commissioner, PT Pari Coal
  • Commissioner, PT Saptaindra Sejati
  • Commissioner, PT Jasapower Indonesia
  • Commissioner, PT Adaro Jasabara Indonesia
  • Commissioner, PT Adaro Mining Technologies
  • Commissioner, PT Adaro Logistics
  • Commissioner, PT Indonesia Bulk Terminal
  • Commissioner, PT Sarana Daya Mandiri
  • Commissioner, PT Indonesia Multi Purpose Terminal
  • Commissioner, PT Puradika Bongkar Muat Makmur
  • Commissioner, PT Maritim Barito Perkasa
  • Commissioner, PT Harapan Bahtera Internusa
  • Commissioner, PT Barito Galangan Nusantara
  • Commissioner, PT Adaro Power
  • Commissioner, PT Adaro Persada Mandiri
  • Commissioner, PT Agri Multi Lestari
  • Commissioner, PT Rehabilitasi Lingkungan Indonesia
  • Commissioner, PT Adaro Tirta Mandiri
  • Commissioner, PT Trimitra Tirta Sarana
  • Director, Adaro Australia Pty Ltd

Training and Competency Development

None

Affiliated Relationship

None

Domicile

Jakarta

Share Ownership

0

Last modified on May 29, 2021, 5:32 pm | 72031