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.

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Board Of Commisioners Charter

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

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Board Of Commisioners Membership

The Company’s Board of Commissioner is composed of 3 members, i.e. 1 President Commissioner concurrently as Independent Commissioner, and 2 Commissioners. As per 31 December 2022, the composition of the Board of Commissioners of the Company was as follows.

1. Himawan Leenardo – President Commissioner and Independent Commissioner
2. Ipung Kurnia – Commissioner
3. Diaz FM Hendropriyono – Commissioner

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All current members of the BOC 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. 

Board Of Commissioners Duties and Responsibilities

The Board of Commissioner’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 responsibilities of the Board of Commissioners as stated in the Company's Articles of Association, namely:
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 Board of Commissioners.
3. Evaluate the performance of committees that assist the execution of the Board of Commissioner’s duties and responsibilities at the end of every year.

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Task Execution

The Board of Commissioners has carried out its duties and responsibilities during 2022, which are described as follows.
1. Provide approval, advice, suggestions, and recommendations to the Board of Directors on strategic decisions;
2. Submit an analytical review of the Company's performance and submit a report on supervisory duties to Shareholders at the GMS;
3. Conducted internal meetings and joint meetings with the Board of Directors, 6 times each;
4. Conduct joint meetings with the Audit Committee with the agenda of discussing the evaluation of the Company's performance;
5. Evaluating the performance of the public accounting firm for the financial year 2021 and appointing a public accountant/public accounting firm on the recommendation of the Audit Committee.
In addition to carrying out general duties and responsibilities, the Board of Commissioners also carries special responsibilities to implement sustainability governance.

 

Board Of Commissioners Meetings

The Board of Commissioners is required to hold a Board of Commissioners meeting at least once every 2 months. In 2022, the Board of Commissioners held 6 Board of Commissioners meetings. 

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Board Of Commissioners Performance Assessment

The performance appraisal of the Board of Commissioners is carried out based on the implementation of the duties and responsibilities of the Board of Commissioners as a supervisor, provider of advice, suggestions, and recommendations related to business activities carried out by the Board of Directors. In addition, each member of the Board of Commissioners is assessed based on attendance at internal meetings of the Board of Commissioners or joint meetings with the Board of Directors. The Shareholders carry out this assessment at the time of the GMS.

 

Procedures for Determining Remuneration for the Board Of Commissioners

Remuneration for the Board of Commissioners is determined at the Annual GMS. The Board of Commissioners 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 Board of Commissioners receives Rp7.9 billion in salary and other short-term allowances, including the salary and allowances for the BOD for the year ended 31 December 2022.

 

Board Of Commissioners Committees’ Performance Assessment

The performance appraisal of the committees under the Board of Commissioners is carried out directly by the Board of Commissioners and assisted by the Nomination and Remuneration Committee. The assessment is based on the performance of each committee on the implementation of roles and responsibilities. Throughout 2022, the Board of Commissioners assessed that the Audit Committee and the Nomination and Remuneration Committee had carried out their duties effectively and adequately.

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