board of directors
The Company’s Board of Directors has been established and its members have been appointed pursuant to the provisions in the Company’s Articles of Association and OJK Regulation No. 33/POJK.04/2014 on Board of Directors and Board of Commissioners of Issuers or Public Companies.
The Company’s Board of Directors has four members, namely: one President Director, three Directors. As of the end of 2019, the Company’s Board of Directors had the following members:
1. President Director : Abraham Theofilus
2. Director : Ivan Ekancono
3. Director : Andi Surja Boediman
4. Director : Isaac Sjahrir Djauhari Jenie
All members of the Board of Directors of the Company were appointed based on the Deed of Resolution of Shareholders of PT NFC Indonesia No. 167 dated 17 Dec 2019, for a term of office of five years up to the year 2023.
BOD Duties and Responsibilities
As stipulated in the Company’s Articles of Association, the primary duties and responsibilities of the Directors are as follows:
1. Be fully responsible for the management of the Company.
2. Be obliged to manage the Company in accordance with its authority and responsibilities as stipulated in the Articles of Association and applicable laws and regulations.
3. Must implement GCG principles in every business activity of the Company.
4. Must follow up on audit findings and recommendations from internal and external audit work units, OJK, IDX, and/or other relevant regulatory oversight results.
5. Represent the Company both inside and outside a court of law.
6. May form a committee to support the effectiveness of the implementation of its duties and responsibilities, and must evaluate the performance of the committee at the end of the financial year.
7. Each member of the Board of Directors is jointly and severally liable for the Company’s losses, except:
- Losses not for their mistakes or omissions;
- They have shown good faith, full of responsibility and prudence in management;
- There is no conflict of interest (direct/indirect) for management actions that cause losses;
- They have taken action to prevent the onset or continuing loss.
The functions of each member of the Board of Directors are as follows:
1. The President Director is in charge of carrying out all Company policies in accordance with the Articles of Association and instructions from the GMS and the Board of Commissioners; coordinating and supervising all activities carried out by the Company; determining the vision, mission and direction of the Company’s development, with the assistance of other members of the Board of Directors; planning, leading, and controlling the key policies of Company operations; and representing the Company in external engagements.
2. A Director is tasked with supervising associated companies; coordinating and carrying out financial planning and analysis to be able to provide input from the financial side for the leadership of the Company in making business decisions; making important investment decisions and various financing moves; controlling financial functions; coordinating all strategic policies and activities related to the Company’s marketing; overseeing the implementation of marketing divisions in subsidiaries; and representing the Company in external engagements in matters related to their scope of work.
The Company’s Board of Directors has formulated a Board of Directors Charter to provide a general guideline for the Board of Directors to perform its full range of duties and responsibilities. This Board of Directors Charter was ratified on 16 April 2018.
The Board of Directors is required to convene a meeting at least once every month. In addition, the Board of Directors is required to convene a joint meeting with the Board of Commissioners at least once every four months.
In 2019, the Board of Directors convened 12 meetings of the Board of Directors, with an overall attendance rate of 100%.
The performance of the Board of Directors is evaluated based on: the attendance of each member of the Board of Directors at meetings and joint meetings with the Board of Commissioners; implementation of guidance provided by the Board of Commissioners; and implementation of duties as stated in the Board of Directors Charter. This evaluation is conducted by the shareholders at the GMS.
Procedures for Determining BOD's Remuneration
Remuneration for the Board of Directors is determined at the Annual GMS by the shareholders that delegate their authority to the Board of Commissioners to determine the remuneration of each member of the Board of Directors.
The Board of Directors is entitled to receive remuneration for their services, in the form of salary, benefits, and other facilities, in line with the Company’s revenue in prior years, their roles and responsibilities, and considerations of executives’ pay grades prevailing in similar industries.
The Board of Directors received salaries and other short-term benefits amounting to Rp4,2 billion—a figure that included salaries and short-term benefits for the Board of Directors—for the year ended 31 December 2019.
Ownership of Shares by Members of the BOD & BOC
The Company requires any member of the BOD or the BOC who owns shares in any public company, either directly or indirectly, to report their shareholding or any changes thereto to OJK. 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 OJK regulation.
*Source : PT NFC Indonesia Tbk. Annual Report 2019