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 [G-03]

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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Criteria for Appointment of the Board of Commissioner [G-06]

The criteria for the appointment of the Board of Commissioners are based on the Board of Commissioners Charter and include:
1. Having good character, morals and integrity
2. Being legally competent
3. Never having been declared bankrupt
4. Never having been a member of a Board of Commissioners found guilty of causing a company to go 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
8. In addition to the above requirements, an Independent Commissioner must meet additional criteria in accordance with applicable regulations

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Board Of Commisioners Membership

The Company’s Board of Commissioner is composed of 3 members, i.e. 1 President Commissioner, 1 Independent Commissioner and 1 Commissioner. As per 31 December 2024, the composition of the Board of Commissioners of the Company was as follows:

1. Nirmal Rajaram – President Commissioner 
2. Fauzi Sjam – Independent Commissioner
3. Diaz Hendropriyono – Commissioner

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All current members of the BOC were appointed based on the Deed of PT M Cash Integrasi Tbk’s 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 Commissioners 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 Commissioners: Diaz Hendropriyono and appointed Raymond Loho as a commissioner of the Company. As a result, the composition of the Board of Commissioners is now as follows:

 

1. Nirmal Rajaram – President Commissioner 

2. Fauzi Sjam – Independent Commissioner

3. Raymond Loho – Commissioner
 

Term of Office of the Board of Commissioners

The term of office of members of the Board of Commissioners is appointed for a period of 5 (Five) years from the date of appointment until the closing of the 5th (Fifth) Annual GMS and can be reappointed without prejudice to the right of the GMS to dismiss at any time in accordance with applicable provisions. This provision also applies to Independent Commissioners who are appointed in accordance with the GMS decision.

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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. Supervising the implementation of the Company's annual work plan
2. Monitoring the Company's activities and, if the Company shows significant signs of decline, immediately reporting to the General Meeting of Shareholders (GMS) with suggestions for corrective actions
3. Providing opinions and suggestions to the GMS on other matters deemed important for the Company's management
4. Performing additional supervisory duties as determined by the GMS
5. Providing feedback on the Board of Directors' periodic reports and when necessary, on the Company's progress

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

The provisions regarding multiple positions held by the Board of Commissioners are regulated in the Board of Commissioners Charter, which allows members to hold more than one position under the following conditions:
1. A member of the Board of Commissioners may concurrently serve as a member of the Board of Directors in no more than two (2) publicly listed companies or issuers
2. A member of the Board of Commissioners may concurrently serve as a member of the Board of Commissioners in no more than two (2) publicly listed companies or issuers
3. If a member of the Board of Commissioners does not concurrently serve as a member of the Board of Directors, they may hold a position as a member of the Board of Commissioners in up to four (4) publicly listed companies or issuers
4. A member of the Board of Commissioners may concurrently serve as a member of up to five (5) committees in publicly listed companies or issuers where they hold a position as a member of the Board of Directors or Board of Commissioners
5. If an Independent Commissioner serves on the Audit Committee, they may only be reappointed to the Audit Committee for one (1) additional term
6. Holding multiple positions is permitted only if it does not violate the Company's Articles of Association and applicable regulations

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To avoid conflicts of interest arising from multiple positions and to uphold independence and professionalism, each member of the Board of Commissioners must adhere to the following ethical principles:
1. A Commissioner must avoid situations where their personal interests may conflict with their obligations to the Company
2. A Commissioner who has a conflict of interest or a potential conflict of interest with the Company must immediately report it to the President Commissioner and other members of the Board of Commissioners, providing all relevant information in the report. The President Commissioner must also share relevant information regarding the conflict of interest with the Board of Directors
3. Any transaction in which a commissioner has a conflict of interest must be approved by the Board of Commissioners and comply with applicable regulations regarding affiliated parties and/or conflict of interest transactions
4. A Commissioner with a conflict of interest must not be involved in the decision-making process related to that conflict

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Independence of the Board of Commissioners [G-01]

In carrying out its duties and responsibilities, the Board of Commissioners acts independently, among other things, using the methods as stated in the Board of Commissioners Charter. The Board of Commissioners always upholds the principle of independence and prioritizes the interests of the company above its own interests. The Company's Independent Commissioner has signed a Declaration of Commitment to Act Independently. One of the items listed is a commitment to always maintain independence and integrity which influences the activities of the company’s operational management and supervision functions.

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Company Introduction for the Board of Commissioners

The Company conducts an orientation program for newly appointed members of the Board of Commissioners to provide an overview of its business activities, future corporate plans, work guidelines and other responsibilities of the Board of Commissioners. To enhance their understanding, the Company also provides supporting documents, including the Annual Report, Corporate Work Plan and Budget, Articles of
Association, Long-Term Corporate Plan and other relevant materials. In 2024, the Company conducted an orientation program for Mr. Nirmal Rajaram and Mr. Fauzi Sjam, who were newly appointed as President Commissioner and Commissioner Independent, respectively. As part of the program, the Company provided explanations regarding its business segments and presented the annual report.

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The Board of Commissioners Competency Development Program [G-05]

To increase the competency and knowledge of the Board of Commissioners and in line with the Board of Commissioners development program, the Company always updates the knowledge of the Board of Commissioners through training activities, workshops, seminars, conferences or in the form of work visits and comparative studies (Benchmark). In 2024, the Board of Commissioners did not participate in any training programs, as the Company’s primary focus for the year was on business development.

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Task Execution

The Board of Commissioners has carried out its duties and responsibilities as outlined below:
1. The Board of Commissioners is responsible for overseeing and supervising management policies, the overall administration of the Company and its business operations, while also providing guidance to the Board of Directors
2. Under certain conditions, the Board of Commissioners must convene the Annual General Meeting of Shareholders (AGMS) and other General Meetings of Shareholders (GMS) as per its authority
3. Members of the Board of Commissioners must perform their duties and responsibilities with integrity, accountability and due diligence
4. To support the execution of its duties and responsibilities, the Board of Commissioners must establish an Audit Committee and may form other committees as needed
5. The Board of Commissioners must evaluate the performance of the committees assisting in the execution of its duties and responsibilities at the end of each fiscal year

 

Board Of Commissioners Meetings

Meeting Policy

The Board of Commissioners is required to hold a Board of Commissioners meeting at least once every 2 months. Meanwhile, joint meetings of the Board of Commissioners and the Board of Directors are held periodically at least once every 4 (Four) months. In 2024, the Board of Commissioners held 10 Board of Commissioners meetings which consists of 6 internal meetings of the Board of Commissioners and 3 joint meetings of the Board of Commissioners and Directors.​

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

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. 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 Commissioners and submits it to the Board of Commissioners for approval at the General Meeting of Shareholders (GMS)

b. The Nomination and Remuneration Committee conducts performance evaluations based on predetermined criteria or indicators
c. The performance evaluation results from the Nomination and Remuneration Committee are reported to the Board of Commissioners for review before being recorded in the Board of Commissioners’ meeting minutes
d. The Board of Commissioners’ performance report is presented as part of the Board of Commissioners’ supervisory duties report
e. Shareholders, through the GMS, assess the Board of Commissioners’ performance and decide whether to extend or terminate the tenure of its members

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2. Assessment Criteria:
a. Execution of supervisory duties and responsibilities
b. Compliance with applicable laws and regulations
c. Attendance and participation in meetings

3. Assessor Party
The assessment of the Board of Commissioners is conducted by a committee appointed by the Board of Commissioners, namely the Nomination and Remuneration Committee

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Performance Assessment of Supporting Committees under the Board of Commissioners

The performance assessment of 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 in implementing its roles and responsibilities. The Board of Commissioners also carries out assessments through meetings with these committees on a regular and periodic basis, by discussing the duties and responsibilities of each Committee. Throughout 2024, the Board of Commissioners assesses that the Audit Committee and the Nomination and Remuneration Committee have carried out their duties well and effectively in accordance with applicable regulations. These committees have also provided optimal input and recommendations to the Board of Commissioners regarding matters that need attention in carrying out their supervisory function.

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Independent Commissioners [G-01]

Independent Commissioners are members of the Board of Commissioners who come from outside the Issuer or Public Company and fulfill the requirements as Independent Commissioners in accordance with OJK Regulation Number 33/POJK.04/2014 concerning Directors and Board of Commissioners of Issuers or Public Companies including:
1. Not a person who works or has the authority and responsibility to plan, lead, control or supervise company activities within the last 6 (Six) months, except for reappointment as an Independent Commissioner
2. Do not own shares, either directly or indirectly, in the Company
3. Does not have any direct or indirect business relationships related to the Company's business activities
4. Has no affiliation with the Company, members of the Board of Commissioners, members of the Board of Directors or Controlling Shareholders of the Company

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The existence of an Independent Commissioner in the Company as of 31 December 2024, the Independent Commissioner is held by Mr. Fauzi Sjam who was appointed based on the Deed of Decree of the Shareholders of PT M Cash Integration Tbk No. 144 dated 19 June 2024 made before Christina Dwi Utami, S.H., M. Hum., M.Kn., Notary in Jakarta.