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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Board of Directors Charter [G-03]

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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Criteria for Appointment of Directors [G-06]

The criteria for the appointment of the Board of Directors are based on the Board of Directors Charter and include:
1. Having good character, morals and integrity
2. Being legally competent
3. Never having been declared bankrupt
4. Within five (5) years prior to appointment and during tenure, has never served as a member of the Board of Directors who was found guilty of causing a company to be declared bankrupt
5. Never having been convicted of a criminal offense that caused financial harm to the state and/or was related to the financial sector
6. Committing to compliance with laws and regulations
7. Possessing the knowledge and expertise required by the Company and the capital market

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Board Of Directors Membership

The Company’s Board of Directors is composed of 5 members, namely 1 President Director and 4 Directors. As of December 31, 2024, 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

5. Stanley Tjiandra - Director

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All current members of the Board of Directors were appointed based on the Deed of PT M Cash Integrasi Tbk Company Meeting Resolutions No. 144 dated 19 June 2024 for a term of 5 years, until 2027 which refers to the Deed of Articles of Association of PT M Cash Integrasi No. 1 dated June 1, 2010. There are changes to the composition of the Board of Directors that will occur after the 2024 financial year, this is based on the results of the Extraordinary GMS on 31 January 2025. This meeting approved the resignation requests of one member of the Board of Directors: Mr. Mohammad Anis Yunianto. As a result, the composition of the Board of Commissioners is now as follows:

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1. Martin Suharlie – President Director
2. Suryandy Jahja – Director
3. Rachel Stephanie Marsaulina Siagian – Director

4. Stanley Tjiandra - Director

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Term of Office of Directors

The term of office of members of the Board of Directors is appointed for a period of 5 (Five) years from appointment until the closing of the 5th (Fifth) Annual GMS and can be reappointed without reducing the rights of the GMS.

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Board Of Directors Duties and Responsibilities

Duties and responsibilities of the Company's Board of Directors, namely:
1. Responsible for managing and overseeing the Company’s operations in the best interests of the Company, in line with achieving the Company’s goals and objectives
2. Required to carry out their duties and responsibilities with good faith, full responsibility and due care, while adhering to applicable laws and regulations and the Company's Articles of Association
3. Lead, manage and control the Company in accordance with its goals and objectives, always striving to improve the Company's efficiency and effectiveness
4. Administer, maintain and manage the Company’s assets
5. Prepare an annual work plan that includes the Company’s annual budget and submit it to the Board of Commissioners for approval before the start of the upcoming fiscal year

6.​ Each member of the Board of Directors is jointly and severally liable for any losses incurred by the Company due to errors or negligence in performing their duties. However, Directors are not liable for Company losses if they can prove that:
a. The loss was not due to their error or negligence
b. They managed the Company in good faith, responsibly and with due care in the interests of the Company and in line with its goals and objectives
c. They had no direct or indirect conflict of interest related to the management actions that caused the loss
d. They took appropriate actions to prevent the occurrence or continuation of the loss
7. The Board of Directors has the right to represent the Company both in and out of court in all matters and circumstances, bind the Company to other parties and vice versa and execute all actions related to management and ownership, in compliance with applicable laws and regulations in the Indonesian capital market

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Conccurent Positions and Conflict of Interest [2-15], [G-09]

The provisions regarding multiple positions held by the Board of Directors are regulated in the Board of Directors Charter, which allows members to hold more than one position under the following conditions:
1. A member of the Board of Directors may serve on a maximum of 1 (One) other Issuer or Public Company
2. A member of the Board of Commissioners may serve on a maximum of 3 (Three) other Issuers or Public Companies
3. A committee member may serve on a maximum of 5 (Five) committees at Issuers or Public Companies where they also hold a position as a member of the Board of Directors or the Board of Commissioners

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To prevent conflicts of interest arising from multiple positions and to uphold independence and professionalism, each member of the Board of Directors must adhere to the following ethical principles:
1. Each member of the Board of Directors must always avoid situations where their personal interests may conflict with their duties within the Company
2. Each member of the Board of Directors must immediately report any conflict of interest or potential conflict of interest with the Company to the President Director and other members of the Board of Directors, providing all relevant information in the report

3. A Director with a conflict of interest must not be involved in the decision-making process related to the matter in which they have a conflict of interest

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Independence of the Board of Directors [G-01]

The company does not have an Independent Director. Therefore, the Board of Directors always upholds the principle of independence and prioritizes the interests of the Company over its own interests and works and behaves with high integrity.

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Company Introduction for the Board of Directors

The Company conducts an orientation for newly appointed members of the Board of Directors to provide an overview of its business activities, future corporate plans, work guidelines and other responsibilities of the Board of Directors. In addition to the Company's presentation, the orientation includes the distribution of supporting documents such as the Annual Report, Corporate Work Plan, Articles of Association, Long-Term Corporate Plan and other relevant materials. In 2024, with the appointment of a new Director, Mr. Stanley Tjiandra, the Company conducted an orientation for the Board of Directors.

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Directors' Competency Development Program [G-05]

To develop the competence and knowledge of the Board of Directors, the Company always updates the knowledge of the Board of Directors through training activities, workshops, seminars, conferences or in the form of work visits and comparative studies (Benchmarks) which are
useful in increasing the effectiveness of the Board of Directors' functions.

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Task Execution

The Company's Board of Directors has carried out their duties and responsibilities properly and effectively during 2024. The duties and responsibilities that have been realized are described as follows:
1. Prepare the Company's Annual Work Plan and Budget (RKAT)
2. Prepare the Company's Long Term Plan (RJP)
3. Meet the Company's performance targets through the Company's strategy that has been set at the beginning of the year
4. Manage the Company's assets and finances
5. Holding 12 internal meetings of the Board of Directors and 6 joint meetings with the Board of Commissioners
6. Organizing the Annual GMS and Extraordinary GMS for the 2022 financial year
7. Supervise and improve internal business processes
8. Applying GCG principles in every business activity and
9. Implementation of other duties related to the management of the Company

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In addition to carrying out general and collegial duties and responsibilities, the Board of Directors also carries special responsibilities such as implementing sustainability governance.

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Board Of Directors Meetings

Meeting Policy

The Board of Directors is required to hold internal meetings at least 1 time every month and this can be done at any time depending on the level of need. In 2024, the Board of Directors held 15 Board of Directors meetings consisting of 12 internal meetings of the Board of Directors and 3 joint meetings with the Board of Commissioners.

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Board Of Directors Performance Assessment [2-18], [G-04]

The performance assessment of the Board of Directors is carried out based on the implementation of the duties and responsibilities of the Board of Directors as the party responsible for implementing the Company's operations. Each Board of Directors is also assessed based on attendance at internal Board of Directors meetings or joint meetings with the Board of Commissioners and the implementation of directives or recommendations given by the Board of Commissioners and the Audit Committee on the follow-up to audit findings. The Shareholders carry out this assessment at the time of the GMS. The performance assessment is based on the following procedures and criteria:
1. Performance Assessment Procedure:
a. The Nomination and Remuneration Committee develops a performance measurement and evaluation system for the Board of Directors and submits it to the Board of Commissioners for approval at the General Meeting of Shareholders (GMS)

b. The Nomination and Remuneration Committee conducts a performance evaluation based on predetermined criteria or indicators
c. The performance evaluation results from the Nomination and Remuneration Committee are submitted to the Board of Commissioners for review
d. The Board of Commissioners reviews the Board of Directors’ performance evaluation, considering the recommendations from the Nomination and Remuneration Committee
e. The Board of Commissioners presents the Board of Directors’ performance evaluation review to shareholders at the GMS
f. Shareholders, through the GMS, assess the Board of Directors’ performance evaluation report provided by the Board of Commissioners and decide whether to extend or terminate the tenure of the Board of Directors’ members

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2. Evaluation Criteria:
a. Board of Directors' Performance Report
b. Attendance and Engagement of the Board of Directors in meetings
c. Compliance with applicable laws and regulations
d. Follow-up on audit findings from the Audit Committee, Internal Audit and External Auditors
 

3. Assessor Party
The performance assessment of the Board of Directors is initially conducted by the Nomination and Remuneration Committee, followed by the Board of Commissioners and the General Meeting of Shareholders (GMS) as the final evaluators and decision-makers.

 

Assessment of the Performance of Committees that Support the Implementation of Directors Duties

As of December 31, 2024, the Company does not have a committee to support the execution of the Board of Directors duties: Therefore, this information cannot be presented. However, the Board of Directors is supported by the Corporate Secretary and the Internal Audit Unit, which facilitate the smooth execution of its responsibilities. The President Director continuously monitors and supervises the performance of the Corporate Secretary and the Internal Audit Unit, evaluating them. In 2024, the President Director assessed that both the Corporate Secretary and the Internal Audit Unit effectively fulfilled their duties and responsibilities in accordance with their respective work guidelines.​