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.
Board Of Directors Membership
The 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
All current members of the Board of Directors were appointed based on the Deed of PT M Cash Integrasi Tbk Company Meeting Resolutions No. 134 dated 13 July 2022 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.
Board Of Directors 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.
Board Of Directors Duties and Responsibilities
Duties and responsibilities of the Company's Board of Directors, namely:
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.
The Company's Board of Directors has carried out their duties and responsibilities properly and effectively during 2022. 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 2021 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.
In addition to carrying out general and collegial duties and responsibilities, the Board of Directors also carries special responsibilities such as implementing sustainability governance.
Board Of Directors Meetings
The Board of Directors is required to hold internal meetings at least 1 time every 2 months. In 2022, the Board of Directors held 12 Board of Directors meetings.
Board Of Directors Performance Assessment
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.
Procedures for Determining Remuneration for the Board Of Director
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 Rp7.9 billion in salary and other short-term allowances, including the salary and allowances for the Board of Commissioners for the year ended 31 December 2022.
Ownership of Shares by Members of the Board of Board of Commissioners and Directors
The Company requires any member of the Board of Commissioner or the Board of Director who owns shares in any public company, either directly or indirectly, to report their shareholding or any changes thereto to Financial Services Authority. This report must be submitted at the latest within 10 days from the date of their shareholding or any changes thereto, in line with the pertinent Financial Services Authority regulation.
Assessment of Committee Performance that Supports the Implementation of the Duties of the Board of Directors
Until December 31, 2022, the committee or supporting unit for implementing the duties of the Board of Directors is only the Internal Audit Unit. The President Director constantly monitors and supervises the performance of the Internal Audit Unit and conducts assessments based on key performance indicators (KPI). In 2022, the President Director assessed that the Internal Audit Unit had carried out its duties and responsibilities well and effectively, primarily related to the Company's internal control system and risk management system. The assessment results are then submitted to the Board of Commissioners as evaluation material for the following year.
*Source: PT M Cash Integrasi Tbk. Annual Report 2022