The establishment of the BOD and the appointment of members of the BOD of the Company are in accordance with the provisions in the Company’s Articles of Association and OJK Regulation (POJK) No. 33/POJK.04/2014 on the Board of Directors and Board of Commissioners of Issuers or Public Companies.

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BOD MembershipThe Company’s Board of Directors is composed of 4 members, namely 1 President Director and 3 Directors. As of July 13, 2022, the composition of the Company’s Board of Directors is disclosed as follows.

1. Martin Suharlie – President Director
2. Suryandy Jahja – Director
3. Rachel Stephanie Marsaulina Siagian – Director
4. Mohammad Anis Yunianto –  Director

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All current members of the BOD were appointed pursuant to the Deed of Statement of Meeting Resolutions of PT M Cash Integrasi No. 134 on 13 July 2022, for a term of office of five years, until 2027, pursuant to the Deed of Articles of Association of PT M Cash Integrasi No. 1 dated 1 June 2010. 

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BOD Duties and Responsibilities
In accordance with the provisions in the Company’s Articles of Association, the main duties and responsibilities of the BOD are as follows:
1. Be fully responsible for the management of the Company.
2. Manage the Company in accordance with the authority and responsibilities accorded to it, as stipulated in the Articles of Association and the prevailing regulations.
3. Implement GCG principles in every business activity of the Company.
4. Follow up audit findings and recommendations from the internal audit unit and external auditors, the Financial Services Authority, Indonesia Stock Exchange, as well as other relevant regulators’ report of supervision.
5. Represent the Company in and outside of a court of law.
6. Reserve the right to form committees to ensure effective execution of its duties and responsibilities, and evaluate said committees’ performance at the end of every year.

7. Each Director must be collectively responsible for any of the Company’s losses, except if:
a. The losses incurred by the Company were not due to their oversight or error;
b. They have with goodwill acted responsibly and prudently in managing the Company;
c. There is no conflict of interest (either direct or indirect) in the management action that has resulted in the loss;
d. Actions have been taken to prevent or to stop said losses from occurring.

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BOD Charter
.In carrying out its duties and responsibilities, the Board of Directors is guided by the Charter. The charter was enacted on November 15, 2017.

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BOD Meetings
The BOD is required to conduct a BOD meeting at least once every two months. In 2021 the BOD conducted 12 BOD meetings.

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BOD Performance Assessment

The performance assessment of the Board of Directors is based on the implementation of the duties and responsibilities of the Board of Directors as the party responsible for executing the Company’s operations. Each Board of Directors is also assessed based on attendance at internal Board of Directors meetings and joint meetings with the Board of Commissioners, as well as the implementation of guidance or recommendations given by the Board of Commissioners and the Audit Committee after audit findings. Assessment is carried out by the shareholders at the GMS.

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Procedures for Determining Remuneration for the BOD 

Remuneration for the Board of Directors is determined at the Annual GMS, with the shareholders delegating its authority to the Board of Commissioners to determine the remuneration for each member of the Board of Directors. The Board of Directors is entitled to receive honorarium in the form of salary, allowances, and facilities in line with the Company’s financial performance in the past years, their stated duties and responsibilities, adjusted to correspond with remuneration for executives in similar industries. The Board of Directors received a total of Rp6.4 billion in salary and other short-term allowances, including the salary and allowances for the Board of Commissioners for the year ended 31 December 2021

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