The Board of Commissioners (BoC) is a company’s organ which is responsible for performing general and/or specific supervision in accordance with the company’s Articles of Association, providing advices to the Board of Directors, as well as ensuring effective implementation of the company’s GCG.
Legal basis
The Board of Commissioners’ establishment and appointment refer to several regulations, such as Law No. 40 of 2007 on Limited-liability company and FSA Regulation No. 33/POJK.04/2014 of December 8, 2014 on the BoD and BoC of Issuers or Public Companies (“POJK 33”).
BoC Charter
The BoC has carried out duties, responsibilities and authorities in accordance with the Board of Commissioners Charter. BoC Charter is a company document incorporated to manifest the BoC’s commitment and to serve as the BoC’s guidelines for applying the GCG. The guidelines are in-line with the company’s Articles of Association, the GCG principles, as well as all applicable rules and regulations.
The BoC Charter has been effective since 2015 and it is reviewed periodically according to GCG principles, capital market rules and regulations, and other applicable provisions. The BoC Charter was last updated in June 2019.
Download BoC Charter
Concurrent position of the BoC
BoC members can concurrently serve as:
- a BoD member of not more than 2 (two) other issuers or public companies; and
- a BoC member of not more than 2 (two) other issuers or public companies.
As at December 31 st , 2023, none of AEI’s BoC members had held a position as director or commissioner in more than two other public companies. This practice complies with the provision of POJK 33 and AEI’s BoC Charter.
BoC composition
The composition and number of the BoC members are determined by the GMS by considering the company’s condition and the diversity of BoC members’ skills, knowledge and experience.
The recommendations or proposals for the appointment and/or replacement of BoC members to GMS shall be made by the company’s Nomination and Remuneration function, whose roles are carried out by the BoC.
In 2023, all members of the BoC were reappointed based on the resolution of the Annual GMS of May 11 th , 2023, for the term of service as of the closure of this Annual GMS until the closure of the Annual GMS of 2028.
The composition of the company’s Board of Commissioners 2023 :
|
Name |
Position |
Basis of Appointment |
|
Edwin Soeryadjaya |
President Commissioner | Presiden Komisaris |
Annual GMS May 11th, 2023 |
|
Ir. Theodore Permadi Rachmat |
Vice President Commissioner | Wakil Presiden Komisaris |
Annual GMS May 11th, 2023 |
|
Arini Saraswaty Subianto |
Commissioner | Komisaris |
Annual GMS May 11th, 2023 |
|
Mohammad Effendi |
Independent Commissioners | Komisaris Independen |
Annual GMS May 11th, 2023 |
|
Budi Bowoleksono |
Independent Commissioner | Komisaris Independen |
Annual GMS May 11th, 2023 |
Term of office of BoC members
- BoC members are appointed by GMS for a term of office starting from the date as determined by the GMS which appoints them until the closure of the fifth AGMS from the date of appointment, without prejudice to the right of the GMS to dismiss at any time.
- Every BoC member may be reappointed for the next term of office.
- Independent Commissioners may be appointed to hold the position for more than 2 (two) terms of office as long as they declare their independency.
Duties, responsibilities and authority of the BoC
- The BoC is responsible for supervising the policies and performance of the company’s management and business in general, and providing advice for the BoD;
- In certain circumstances, BoC must hold AGMS and other GMS within their authority;
- BoC members must carry out their duties and responsibilities in good faith, and with full responsibility and prudence;
- BoC must set up an audit committee and other committees to support the effective performance of their duties and responsibilities.
|
Citizenship |
Indonesian |
|
Age |
74 as at 31 December 2023 |
|
Education History |
Bachelor’s degree in business administration, University of Southern California, USA |
|
Legal Basis of Appointment at PT Adaro Energy Indonesia Tbk. |
Deed No. 62 of 18 April 2008, and re-appointed based on Deed No. 44 of 22 May 2023 |
|
Career History |
|
|
|
|
Concurrent Position |
|
|
Training and Competency Development |
None |
|
Affiliated Relationship |
Affiliated with the controlling shareholders of PT Adaro Energy Indonesia Tbk. |
|
Domicile |
Jakarta |
|
Share Ownership |
3.29% |
|
Citizenship |
Indonesian |
|
Age |
80 as at 31 December 2023 |
|
Education History |
Bachelor’s degree in mechanical engineering, Bandung Institute of Technology, Indonesia |
|
Legal Basis of Appointment at PT Adaro Energy Indonesia Tbk. |
Deed No. 62 of 18 April 2008, and re-appointed based on Deed No. 44 of 22 May 2023 |
|
Career History |
|
|
|
|
Concurrent Position |
|
|
Training and Competency Development |
None |
|
Affiliated Relationship |
Affiliated with the controlling shareholders of PT Adaro Energy Indonesia Tbk. |
|
Domicile |
Jakarta |
|
Share Ownership |
2.54% |
|
Citizenship |
Indonesian |
|
Age |
53 as at 31 December 2023 |
|
Education History |
· Bachelor of Fine Arts degree in Fashion Design from Parsons School of Design, USA · Master’s degree in business administration from Fordham University Graduate School of Business Administration, USA |
|
Legal Basis of Appointment at PT Adaro Energy Indonesia Tbk. |
Deed No. 167 of 23 April 2018, and re-appointed based on Deed No. 44 of 22 May 2023 |
|
Career History |
|
|
|
|
Concurrent Position |
|
|
Training and Competency Development |
None |
|
Affiliated Relationship |
Affiliated with the controlling shareholders of PT Adaro Energy Indonesia Tbk. |
|
Domicile |
Jakarta |
|
Share Ownership |
0.25% |
|
Citizenship |
Indonesian |
|
Age |
69 as at 31 December 2023 |
|
Education History |
Bachelor’s degree in electrical engineering, Bandung Institute of Technology, Indonesia |
|
Legal Basis of Appointment at PT Adaro Energy Indonesia Tbk. |
Deed No. 9 of 11 June, 2019 and re-appointed based on Deed No. 44 of 22 May 2023 |
|
Career History |
|
|
|
|
|
|
Training and Competency Development |
|
|
Affiliated Relationship |
None |
|
Domicile |
Jakarta |
|
Share Ownership |
0 |
|
Citizenship |
Indonesian |
|
Age |
64 as at 31 December 2023 |
|
Education History |
Krisnadwipayana University, Indonesia |
|
Legal Basis of Appointment at PT Adaro Energy Indonesia Tbk. |
Extraordinary General Meeting of Shareholders dated 9 February 2022, and re-appointed based on Deed No. 44 of 22 May 2023 |
|
Career History |
|
|
|
|
|
|
Affiliated Relationship |
N/A |
|
Domicile |
Jakarta |
|
Share Ownership |
0 |