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Board of Commisioners

The Board of Commissioners supervises the management of the Company by exercising oversight, guiding and advising the Board of Directors. Each member of the Board of Commissioners acts independently in fulfilling their duties and responsibilities to the Company. None of the Commissioners have any familial, financial, management and/or shareholding relationships with any other members of the Board of Commissioners or with members of the Board of Directors. The Board of Commissioners is accountable to the shareholders.

Structure and Membership

According to Matahari’s Board of Commissioners’ Charter, the Board must have at least two members, including the President Commissioner and at least one Independent Commissioner. Per 31 December 2019, the Board had five members, of whom two are independent. The current composition of the Board of Commissioners is shown in here.

The legal basis for the appointment of the present Board members is Notarial Deed No. 56 of Ir. Nanette Cahyanie Handari Adi Warsito, SH dated 26 April 2019. Notice of the change in the Company’s data was received and recorded by the Ministry of Law and Human Rights (MOLHR) via Letter No. AHUAH.01.03-0272220 dated 23 May 2019 and recorded in the Company Register pursuant to No. AHU-0083709.AH.01.11 dated 23 May 2019.

Duties and Responsibilities

In accordance with the Company’s Articles of Association, Decree No. 40/2007 on Limited Liability Companies and the Guideline and Standard Operating Procedure of the Board of Commissioners of PT Matahari Department Store Tbk (“BoC Charter”) dated 7 December 2015, the duties and responsibilities of the Board of Commissioners include:

  1. Supervising the implementation of tasks and responsibilities of the Board of Directors, management of the Company or the Company’s business, and advising the Board of Directors, among others in a collective Meeting with the Board of Directors.
  2. Executing duties and responsibilities to supervise the Company in good faith, full of responsibility, and prudence.
  3. Establishing an Audit Committee.
  4. Performing the functions of Nomination and Remuneration. In carrying out these functions, the Board of Commissioners may establish a Nomination and Remuneration Committee.
  5. Evaluating the performance of the committees which assist the performance of its tasks and responsibilities at the end of fiscal year.
  6. Each member of the Board of Commissioners is responsible jointly and severally for the losses of the Company due to errors or omissions of the members of the Board of Commissioners in carrying out its duties. However, members of the Board of Commissioners cannot be held accountable for damages if they can prove that:
    • a. such loss is not caused by a fault or negligence;
    • b. they have made arrangements in good faith, full of responsibility, and prudence for the benefit and in accordance with aims and purposes of the Company;
    • c. they do not have a conflict of interest, either directly or indirectly, for the management which causes losses; and
    • d. they have taken action to prevent such loss arising or continuing.
  7. Collectively with the Board of Directors, suggesting to the GMS the appointment of a Public Accountant to audit the books of the Company.
  8. Researching, studying and responding to regular reports and Annual Reports prepared by the Board of Directors, and approving and signing the Annual Report.
  9. Being held accountable for the performance of its duties to the shareholders in the GMS.
  10. With the Board of Directors, drawing up a code of conduct which applies to all members of the Board of Commissioners and Board of Directors, employees/workers, and supporting elements of the Company.
  11. Documenting all minutes of the Board of Commissioners’ meetings, joint meetings of the Board of Commissioners and Board of Directors and meetings of Committees under the Board of Commissioners.
  12. Inspecting and approving the business plan and corporate plan.
  13. Ensuring the implementation of Good Corporate Governance (GCG) principles at all levels or structures of the organization, and supervising, evaluating and enhancing the effectiveness of Good Corporate Governance practices in the Company.

The authority of the Board of Commissioners allows them to, among other matters:

  1. Suspend members of the Board of Directors by stating the reasons and notifying the relevant members of the Board of Directors in writing, and undertaking the management of the Company in certain circumstances for a certain period of time, which is defined by the Company Law, the Articles of Association and/or resolutions of the GMS.
  2. Under certain conditions, the Board of Commissioners shall hold an Annual General Meeting of Shareholders and other GMS in accordance with its authority as stipulated in the laws and regulations and the articles of association.

Audit Committee

The Audit Committee has the task of assisting the Board of Commissioners and monitoring functions, primarily related to the internal control system, financial statements and the external auditors, and review the Company's financial information and the implementation of examinations by the internal auditor

Audit Committee Members

In accordance with OJK Regulation No. 55/POJK.04/2015 dated 23 December 2015 regarding the Establishment and Working Guidelines of Audit Committees, as well as the Company’s Audit Committee Charter, the Audit Committee consists of at least three members, including at least one Independent Commissioner of the Company who acts as Committee Chairman, and other external parties who are not related to the Company in any way.

As of 20 September 2021, the composition of the Audit Committee is as follows:

Name Position Legal Basis of Appointment Period
Roy Nicholas Mandey Chairman
(Vice President Commissioner - Independent)
BoC Resolution
No. 03/Dekom-MDS/IX/2021
dated 20 September 2021
2021-2024
Peter Chambers Member
(Independent)
BoC Resolution
No. 03/Dekom-MDS/IX/2021
dated 20 September 2021
2021-2024
Hasan M. Soedjono Member
(Independent)
BoC Resolution
No. 03/Dekom-MDS/IX/2021
dated 20 September 2021
2021-2024

Independence of the Audit Committee Members

All the members and the chairman of the Audit Committee are independent parties whose appointment is based on their capacity, educational qualifications and professional background. They have no family or business affiliation with any member of the Board of Commissioners or Board of Directors, or any major shareholder, and no financial connection to the Company other than the compensation they receive for carrying out their duties as members of the Audit Committee and (in the case of the Chairman) the Board of Commissioners. These specifications comply with the provisions of OJK Regulation No. 55/POJK.04/2015 dated December 23, 2015 regarding the Establishment and Guidelines for the Work Implementation of the Audit Committee.

Audit Committee Charter

Matahari’s Audit Committee Charter was adopted on 22 June 2020. The Charter outlines the general and specific duties of the Audit Committee, covering the following areas:

  • • Structure of the Audit Committee;
  • • Qualifications for Audit Committee Membership;
  • • Duties and Responsibilities;
  • • Authority and Objectives;
  • • Audit Committee Meetings;
  • • Reporting;
  • • Term of Office.;

The Audit Committee Charter can be found on our website at Links

Audit Committee Duties and Responsibilities

The Audit Committee serves the following purpose:

  • • To ensure the Company’s compliance with the prevailing laws, regulations and corporate policies and procedures;
  • • To enhance the efficiency and effectiveness of the implementation of corporate policies and procedures and of the protection of the Company’s assets;
  • • To ensure reliable and accurate financial statements as a tool to measure the achievement of corporate goals

As specified in the Audit Committee Charter, the Audit Committee
carries out the following main duties:

  1. To give opinions to the BoC on reports or information provided by the BoD to the BoC.
  2. To identify matters that need the BoC’s attention.
  3. To carry out other respective duties of the BoC, covering among others:
    • • To review financial information to be released by the Company, such as financial statements, projections, and other related reports regarding financial information.
    • • To thoroughly check and verify the Company’s compliance with capital market laws and regulations and other laws and regulations relevant to the Company’s activities.
    • • To provide an independent opinion when the dissenting opinion occurs between the management and accountant for the service rendered.
    • • To give recommendations to the BoC regarding the appointment of the External Auditor based on independence, scope of work and fee.
    • • To thoroughly check and verify the implementation of examinations carried out by the Internal Auditors and the implementation of follow-up by the Company’s BoD in relation to the Internal Auditor’s findings.
    • • To review and report to the BoC the various risks faced by the Company and the implementation of risk management activities by the BoD, if the Company does not have a risk review function under the Commissioners.
    • • To review any decision that relates to accounting processes and financial reporting.
    • • To review and give advice to the BoC in relation to the potential of conflict of interest.
    • • To investigate any indications of a mistake in the resolution of the BoD meetings or any irregularity in implementing the resolutions of the BoD meetings. Such investigation can be conducted by the Audit Committee or independent party appointed by the Audit Committee on the Company’s expense.
    • • To check and report to the BoC complaints related to the Company.
    • • To report the implementation of risk management and the potential risks faced by the Company.
    • • To safeguard the confidentiality of the Company’s confidential documents, data and information.

Independency of the Audit Committee

The Audit Committee members shall meet the independency requirements as stipulated in POJK 55/2015. All members of the Audit Committee are professionals in their field and selected based, among others, on integrity, competence, experience and knowledge in financial matters. They have no family or business affiliation with any member of the Board of Commissioners or Board of Directors, or any major shareholder, and no financial connection to the Company other than the compensation they
receive for carrying out their duties as members of the Audit Committee and (in the case of the Chairman) the Board of Commissioners.

Audit Committee Authority

To be able to execute these tasks effectively, the Audit Committee is authorised to access to all financial reports, internal audit findings and minutes from Board of Directors’ meetings, as well as information and records on the Company’s staff, funds, assets and other resources. The Audit Committee is also authorised to communicate directly and indirectly with Management, the Company’s staff, the Internal Audit Unit and the External Auditor, as necessary.

Meeting Frequency and Attendance

According to the Audit Committee Charter, and in compliance with OJK Regulation No. 55/POJK.04/2015, meetings should be held at least once every quarter, and should be attended by more than half the members. Every meeting must be minuted and reported to the BoC.
In 2020, the Audit Committee met 5 times with an attendance rate of 100%.

Audit Committee Statement on the Effectiveness of the Internal Control System

The Audit Committee found the Company’s internal controls to be performing effectively in 2020. This assessment was based on the Committee’s own tests of the internal control system, including financial and operational controls, risk management and compliance, as well as discussions with management and the internal and external auditors.

Audit Committee Report for 2020

In compliance with the regulation as stipulated in the BapepamLK’s regulation No. IX.I.5, Chairman of Bapepam’s Decree No. Kep-29/PM/2004 jo Kep-643/BL/2012 jo. OJK Regulation No. 55/POJK.04/2015 dated 29 December 2015 regarding Establishment And Guidelines Implementation of The Audit Committee’s Performance, the Indonesia Stock Exchange Regulation No. I-A regarding the Registration of Shares and Equity-like Securities Issued by Listed Companies dated 20 January 2014 and Financial Services Authority’s Regulation No. 13/POJK.03/2017 dated 27 March 2017 regarding The Application of Public Accountant Services and Public Accountant Firm in Financial Services Activities, we as the Audit Committee of the Company has performed the following:

  1. Review of the Company’s Financial Statements and other financial information for one year period ended on 31 December 2020.
  2. Review of the independency and objectivity of the External Auditor.
  3. Review of the adequacy of the examination conducted by the External Auditor to ensure that all of the Company’s critical risks have been covered and adequately addressed, to include:
    • a. Areas where the internal control system is critical;
    • b. Potential areas to increase profitability and cost efficiency;
    • c. Areas with high risk of authority abuse;
    • d. Areas sensitive to misconduct; and
    • e. Operational, financial, and information technology aspects.
  4. Evaluation of the appointment of the External Auditor recommended by the Audit Committee and jointly approved by the Board of Directors and Board of Commissioners.
  5. Review of the effectiveness of the Company’s internal control.
  6. Review of the Company’s compliance with the capital market and other laws relevant to its activities.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is tasked with assisting the Board of Commissioners in reviewing and updating policies related to the nomination and remuneration of the Board of Directors, Management Team, and employees, as well as providing input regarding its implementation.

Structure and Membership

The Company has adjusted the composition of Nomination and Remuneration Committee to comply with OJK Rule No. 34/ POJK.04/2014, dated December 8, 2014, regarding the Nomination and Remuneration Committee. The Nomination and Remuneration Committee comprises an Independent Commissioner as the chairman, one member of the Company’s Board of Commissioners, and one member of the Company's Board of Commissioners (Independent).
As of 10 September 2021, the composition of the Nomination and Remuneration Committee is as follows:

Name Position Legal Basis of Appointment Period
Bianca Cheo Hui Hsin Chair
(Independent Commissioner)
BoC Resolution
No. 02/Dekom-MDS/IX/2021
dated 10 September 2021
2021-2024
Andy Adhiwana Member
(Commissioner)
BoC Resolution
No. 02/Dekom-MDS/IX/2021
dated 10 September 2021
2021-2024
David Fernando Audy Member
(Independent Commissioner)
BoC Resolution
No. 02/Dekom-MDS/IX/2021
dated 10 September 2021
2021-2024

Duties and Responsibilities

As stated in the Nomination and Remuneration Committee Charter dated 22 June 2020, the duties of the Nomination and Remuneration Committee include the following:

  1. Related to the Nomination function:
    • To carry out the following procedures:
      • Prepare the nomination process of the members of the Board of Directors and/or Board of Commissioners;
      • Prepare policies and criteria required for the nomination process of candidates for the Board of Directors and/or Board of Commissioners;
      • Assist the Board of Commissioners to evaluate the performance of the Board of Directors and/or Board of Commissioners;
      • Prepare competence development programs for members of the Board of Directors and/or Board of Commissioners; and
      • Review and propose candidates who meet the requirements as members of the Board of Directors and/or Board of Commissioners to the Board of Commissioners for submission to the General Meeting of Shareholders (“GMS”).
    • To give recommendations to the Board of Commissioners on the following matters:
      • Composition of the members of the Board of Directors and/or Board of Commissioners;
      • Policies and criteria which are required for the nomination process;
      • Performance assessment policies with respect to members of the Board of Directors and/or Board of Commissioners.
    • To assist the Board of Commissioners in assessing the performance of members of the Board of Directors and/or Board of Commissioners based on the agreed criteria;
    • To give recommendations to the Board of Commissioners on competence development programs for members of the Board of Directors and/or Board of Commissioners; and
    • To propose candidates who meet requirements as members of the Board of Directors and/or Board of Commissioners to the Board of Commissioners for submission to the GMS.
  2. Related to the Remuneration process:
    • To carry out the following procedures:
      • Prepare the remuneration structure for members of the Board of Directors and/or Board of Commissioners;
      • Prepare policies on remuneration for members of the Board of Directors and/or Board of Commissioners;
      • Calculate the amount of remuneration for members of the Board of Directors and/or Board of Commissioners.
    • To give recommendations to the Board of Commissioners on the following matters:
      • Remuneration structure;
      • Remuneration policies; and
      • Amount of remuneration.
    • To assist the Board of Commissioners in assessing the conformity between performance and the remuneration received by each member of the Board of Directors and/or Board of Commissioners;
    • In recommending remuneration policies, the Committee must consider at least the formula based on the performance, market competitiveness and financial capacity of the Company.

Board of Directors

As specified in the Articles of Association, the Board of Directors is responsible for the overall management of the business in the best interests of its shareholders and stakeholders and coordinating the Company’s activities so as to ensure the achievement of its strategic objectives. With regard to the day-to-day management of the Company, decision making and strategic execution, the Board of Directors is supported by the Board of Management. The Board of Directors has the authority to represent the Company in public, including in a court of law.
The appointment, composition, roles, responsibilities and processes of the Company’s Board of Directors comply with the provisions of OJK Regulation No. 33/ POJK.04/2014, dated December 8, 2014, regarding the Boards of Directors and Boards of Commissioners of Public Companies.

Duties and Responsibilities

As specified in the Guideline and Standard Operating Procedure of the Board of Directors (the ‘BoD Charter’) dated 7 December 2015, the duties and responsibilities of the Board of Directors include the following:

  1. Performing duties and responsibilities with regard to the Company’s management in good faith, and with full responsibility and prudence in accordance with aims and purposes of the Company as stipulated in the Articles of Association.
  2. Holding the Annual GMS and other GMS as set out in the laws and regulations and the Articles of Association of the Company.
  3. Preparing and maintaining the list of shareholders, special list, minutes of the GMS and minutes of meetings of the Board of Directors.
  4. Preparing and maintaining the Company’s annual reports and other financial documents.
  5. In order to support the effective execution of its duties and responsibilities, the Board of Directors may establish committees and is required to evaluate the performance of said committees (if established) at the end of each fiscal year.

The authorities of the Board of Directors include:

  1. Managing the Company in accordance with policies considered appropriate, in accordance with aims and purposes stipulated in the Articles of Association of the Company.
  2. Representing the Company inside and outside the court, unless:
  3. there is a litigation between the Company and relevant members of the Board of Directors; and
  4. the relevant Board of Directors members has a conflict of interest with the Company.
  5. The Board of Directors is not authorized to file for bankruptcy of the Company to a District Court prior to obtaining GMS approval.

The Company’s Articles of Association state that the following actions require the written approval of the Board of Commissioners:

  1. Borrowing or lending certain amounts of monies on behalf of the Company, which amount will be determined by a meeting of the Board of Commissioners from time to time (excluding the debit of certain amounts of monies from the existing credit facilities and in the ordinary course of the Company’s business activities);
  2. Purchasing/selling or receiving/releasing immovable assets owned by the Company, except for the purpose of the Company’s business activities;
  3. Encumbering or pledging immovable assets owned by the Company;
  4. Investing or divesting capital in other companies; and
  5. Assigning, releasing rights in respect of, or pledging up to 50% of the Company’s assets in one financial year in a transaction or a series of transactions.

Board of Directors’ Meetings

As stated in OJK Regulation No. 33/POJK.04/2014 and the BoD Charter, the Board of Directors must meet at least once every month to discuss matters that require their immediate attention and to agree on appropriate solutions. Additional meetings may be convened if deemed necessary. The Corporate Secretary, acting on behalf of the Chairman of the Board of Directors, sent the Board meeting schedules for 2019 and 2020 to the members on 24 October 2018 and 23 October 2019, respectively.

BoD meetings are chaired by the President Director. Binding decisions may only be taken at the meeting if it fulfils the provisions for a quorum, i.e. more than 50% of the members of the Board of Directors are present. A quorum was reached in all the BoD meetings in 2019.

The Board of Directors is also required to hold joint meetings with the Board of Commissioners at least once every four months. The schedule and agendas of the Joint Meetings in 2019 are shown on table below.
The Board of Directors held 12 meetings in 2019.

Board of Management

Matahari’s Board of Directors is supported by a Board of Management comprising senior management professionals who are experts in their respective fields.
The Board of Management carries out specific managerial duties and responsibilities for and on behalf of the Board of Directors. These include but are not limited to the development of the Company’s operational, strategic and financial plans and the day-to-day management of their execution. Good governance is assured by the clear lines of control and authority that exist between the Boards of Commissioners and Directors and the Board of Management.

Duties and Responsibilities

The duties and responsibilities of the Board of Management are to, among other matters:

  1. Develop detailed operational and strategic implementation plans, in line with the Company’s goals and objectives, for the approval of the Board of Directors and Board of Commissioners.
  2. Develop detailed annual financial plans to reflect the operational and strategic plans.
  3. Manage the Company’s financial and human resources to execute the agreed plans.
  4. Provide regular, detailed and timely updates to the Board of Directors and Board of Commissioners on the progress of the execution of the agreed plans.
  5. Record and archive minutes of the General Meeting of Shareholders.
  6. Follow up on any audit findings and recommendations from the Audit Committee, the external auditor and other authorities.
  7. Ensure the implementation of GCG principles in all of Matahari’s operations across the entire organization.
  8. Communicate Matahari’s strategic human resource policies to employees at all levels, using media that are easily accessible by employees.
  9. Maintain integrity in all reporting and the discharge of other duties and responsibilities to the shareholders.
  10. Protect the interests of all the shareholders in an ethical manner and in compliance with existing laws and regulations.

The Board of Management held a total of 46 meetings in 2019. Average attendance was 100%.
Brief profiles of the members of the Board of Management are presented here.

Corporate Secretary

Matahari’s Corporate Secretary is the Company’s primary point of contact for the financial regulatory authorities, investors, analysts and the public, and is responsible for ensuring that the Company’s compliance obligations under the prevailing laws and requirements of the regulatory authorities are met.

The Corporate Secretary is Miranti Hadisusilo, who was appointed on October 15, 2010, pursuant to Decision of the Board of Directors of PT Matahari Department Store Tbk 103/MDS/X/2010 regarding the Appointment of the
Corporate Secretary.

On December 8, 2014, the Financial Services Authority (Otoritas Jasa Keuangan – OJK ) issued a new rule, OJK Regulation No. 35/POJK .04/2014 regarding the Corporate Secretary. The appointment, role and responsibilities of the Company’s corporate secretary are fully compliant with the provisions of the new rule.

Duties and Responsibilities

As specified in the Company’s Articles of Association and in compliance with OJK Regulation No. 35/POJK.04/2014 and, the Corporate Secretary’s duties and responsibilities include:

  1. Monitoring developments in the capital market, particularly changes in the laws and regulations;
  2. Advising the Board of Directors on compliance with the provisions of Law No. 8/1995 concerning the Capital Market and its implementing regulations, and other relevant legislation;
  3. Serving as the key point of contact between the Company, the Financial Services Authority (OJK) and the public on the disclosure of information relevant to the Company’s status as a public company (such as information on the Company’s financial and operational performance and activities);
  4. Facilitating the recording and archiving of the minutes of all general meetings of shareholders and Board meetings;
  5. Ensuring that the relevant authorities receive all the reports public company is legally required to provide, such as quarterly reports, management reports and annual reports.

Programs and Implementation

In 2019, the Corporate Secretary undertook the following key activities, among others:

  1. Oversaw the preparation and dissemination of material information about the Company to the OJK, investors, analysts and the general public, and served as their principal point of contact with the Company;
  2. Maintained a regular dialogue with external stakeholders and ensured that information on Matahari’s performance, operations and other relevant issues was disclosed to the public in a timely manner;
  3. Ensured that the minutes of meetings of the Board of Commissioners, Board of Directors and Board of Management were recorded, disseminated and archived in line with Company regulations and policy;
  4. Coordinated the organisation of the General Meeting of Shareholders;
  5. Provided 126 mandatory reports to the relevant authorities, including quarterly reports, management reports, and an annual report; and
  6. Coordinated the disbursement of funds for the Company’s Corporate Social Responsibility program.
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