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 13 July 2022, the composition of the BOC of the Company was as follows:
1. Himawan Leenardo – President Commissioner (Independent Commissioner)
2. Ipung Kurnia – Commissioner
3. Diaz FM Hendropriyono – Commissioner
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.
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 Board of Commissioner’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 2021 the BOC conducted 6 BOC meetings.
BOC Performance Assessment
The performance of the BOC is evaluated based on the implementation of its duties and responsibilities to supervise as well as provide advice, suggestions, and recommendations related to business activities executed by the BOD. In addition, each member of the BOC is assessed based on attendance at internal meetings of the BOC and joint meetings with the BOD. 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 received Rp6.4 billion in salary and other short-term allowances, including the salary and allowances for the BOD for the year ended 31 December 2021.
BOC Committees’ Performance Assessment
The performance appraisal of the committees under the BOC is carried out directly by the BOC 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 2021, the Board of Commissioners assessed that the Audit Committee and the Nomination and Remuneration Committee executed their duties effectively and adequately.