board of directors
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.
The Company’s BOD is composed of three members, i.e. one President Director and four Directors.
As per 31 December 2019, the composition of the BOD of the Company was as follows:
1. Martin Suharlie – President Director
2. Suryandy Jahja – Director
3. Rachel Stephanie Marsaulina Siagian – Director
4. Marwan Suharlie – Director *
5. Mohammad Anis Yunianto – Director
* Director as of March 2020 has passed away
All current members of the BOD were appointed pursuant to the Deed of Statement of Resolution of the Shareholders of PT M Cash Integrasi No. 72 on 11 August 2017, for a term of office of five years, until 2022, pursuant to the Deed of Articles of Association of PT M Cash Integrasi No. 1 dated 1 June 2010.
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 OJK, the IDX, as well as other relevant regulator's reports 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.
The primary functions of each member of the BOD are as follows:
The President Director shall implement all of the Company’s policies in accordance with the Company’s Articles of Association
and the guidelines from the GMS and the BOC; coordinate and supervise all of the Company’s activities; determine the vision, mission, and direction of the Company’s development with the assistance of other members of the BOD; plan and lead and control the Company’s core operational policies; and represent the Company in dealing with external parties. The Directors shall supervise the associated entities of the Company; coordinate and plan and analyze the Company’s finances in order to be able to provide input on the Company’s finances to top management in the business decision-making process; make material decisions regarding investments and various types of funding; control the financial function; coordinate all of the Company’s strategic policies and marketing-related activities; supervise the actions of the marketing division in subsidiaries; and represent the Company in dealing with external parties, insofar as such dealings are related to their scope of work. The Independent Director shall coordinate all managerial activities as well as plan, implement, and control the Company’s infrastructure related policies; act as a liaison between the Company and external parties as well as with the internal policies related to the implementation of GCG; carry out the communications function and be responsible for delivering information on corporate actions to the relevant regulators; coordinate all of the Company’s activities that are related to business development; and represent the Company in dealing with external parties insofar as such dealings are related to their scope of work.
The Company’s BOD has established a BOD Charter to provide a basic guideline for the BOD in the conduct and execution of its duties and responsibilities. The BOD Charter was ratified on 15 November 2017.
The BOD is required to conduct a BOD meeting at least once every two months. In 2019 the BOD conducted 12 BOD meetings. BOD Performance Assessment The BOD’s performance is evaluated based on: attendance of each member in meetings of the BOD and joint meetings with the BOC; implementation of recommendations from the BOC, as well as implementation of duties as stipulated in the BOD Charter. Assessment is carried out by the shareholders at the GMS.
Procedures for Determining Remuneration for the BOD
Remuneration for the BOD is determined at the Annual GMS, with the shareholders delegating its authority to the BOC to determine the remuneration for each member of the BOD. The BOD 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.
*Source : PT M Cash Integrasi Tbk. Annual Report 2019