board of COMMISIONERS
The establishment of the Board of Commissioners (BOC) and the appointment of members of the BOC 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 Board of Directors and Board of Commissioners of Issuers or Public Companies.
The Company’s BOC is composed of three members, i.e. one President Commissioner, one Commissioner, and one Independent Commissioner. As per 31 December 2020, the composition of the BOC of the Company was as follows:
1. Isaac Sjahrir Djauhari Jenie – President Commissioner
2. Ipung Kurnia – Commissioner
3. Himawan Leenardo – Independent Commissioner
All current members of the BOC 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. The latest amendment is based on the Deed of the Minutes of the Extraordinary General Meeting of Shareholders of the Limited Liability Company PT M Cash Integrasi Tbk No. 42 dated 10 November 2020.
BOC Duties and Responsibilities
The BOC’s duties are to supervise, advise and provide direction to, as well as examine every decision and policy implemented by the BOD. The BOC has the authority to suspend any member of the BOD, and also to carry out management of the Company in specific circumstances and within specific time frames.
The duties of the BOC as stated in the Company’s Articles of Association are, among others:
1. Conduct supervision and be accountable for the supervision of management policies and the general course of business of the Company.
2. Establish an audit committee and other committees (as necessary) in order to allow an effective execution of its duties and responsibilities as the BOC.
3. Evaluate the performance of committees that assist the execution of the BOC’s duties and responsibilities at the end of every year.
The Company’s BOC has established a BOC Charter to provide a basic guideline for the BOC in its conduct and execution of its duties and responsibilities. The BOC Charter was ratified on 15 November 2017.
The BOC is required to conduct a BOC meeting at least once every two months. In 2020 the BOC conducted 6 BOC meetings.
BOC Performance Assessment
The BOC’s performance is evaluated based on: attendance of each member in meetings of the BOC and joint meetings with the BOD; provision of guidance to and performance supervision of the BOD, as well as implementation of duties as stipulated in the BOC Charter. Assessment is carried out by the shareholders at the GMS.
Procedures for Determining Remuneration for the BOC
Remuneration for the BOC is determined at the Annual GMS. The BOC is entitled to receive an honorarium in the form of salary, allowances, and facilities in line with the Company’s financial performance in past years, their stated duties and responsibilities, adjusted to correspond to remuneration for executives in similar industries. The BOC receives Rp7 billion in salary and other short-term allowances, including the salary and allowances for the BOD for the year ended 31 December 2020.
BOC Committees’ Performance Assessment
The BOC evaluates the performance of the committees under the BOC by comparing the committees’ actual achievements and performance against their roles and responsibilities, as stated in the annual work plan and budget of the committees.