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Corporate governance

BOARD OF DIRECTORS

The Board of Directors is responsible for managing the Company towards achieving its vision and mission in accordance with the Articles of Association and existing laws and regulations.

The Board of Directors manages day-to-day operations and steers the Company towards its stated goals, objectives and business activities. It is responsible for managing the business of the Company and appointing principal senior management.

Currently, the composition of the Board of Directors is as follows :

  • Lucas Kurniawan,  President Director.
  • Geetha Govindan, Vice President Director.
  • Naga Waskita, Legal Director.
  • Nopri Pitoy, Finance Director
  • Aloysius D'Cruz, Agronomy Technical and R&D Director

The duties and responsibilities of each member of the Board of Directors are  as follows:

Members of the Board of Directors are jointly and severally liable for the Board’s actions. They are responsible for the management of the Company for the interest of the Company in accordance with the purpose and objectives of the Company, the Articles of Association of the Company, the prevailing laws and regulations and the principles of good corporate governance. The Board of Directors is accountable to the shareholders through the GMS. The Board of Directors is entitled to consult and seek advice from the Board of Commissioners at any time. If the Board of Directors does not share the view of the Board of Commissioners on its advice or recommendations, the two boards will discuss the matter together. The Directors who are entitled and empowered to act for and on behalf of the Board of Directors and represent the Company are the President Director together with a Director who is responsible for a subject under his/her authority, or a Deputy President Director together with a Director who is responsible for a subject under his/her authority.

The main duties of the Board of Directors are as follows:

  1. to lead, manage and direct the Company in line with the objectives of the Company and to continuously improve the efficiency and effectiveness of the Company.
  2. to control, maintain and manage the assets of the Company.
  3. to draw up annual working plan comprising the annual budget of the Company, which shall be delivered to the Board of Commissioners for its approval prior to the commencement of the relevant financial year.

In addition, each member of the Board of Directors has specific duties and responsibilities which are specified in their respective job descriptions. These are as follows:

  • President Director: Co-ordinates, supervises and leads the Company’s management and ensures that all the Company’s business activities are executed in accordance with the vision, mission and values of the Company; monitors and reviews the Company’s risk management, internal control system, corporate governance for the interests of the minority shareholders and other stakeholders and compliance with regulations; and leads the Legal, Human Resources, Engineering and Corporate Communication departments.
  • Independent/Finance Director: Leads the Finance department to ensure that the Company complies with all reporting, accounting and audit requirements imposed by capital market regulations and prepares an annual budget, other budgets and financial plans of the Company; and leads the Business Development, Business Process, Investor Relations, Information & Communication Technology and Supply Chain Management departments.
  • Sustainability Director: Plans, coordinates, directs, controls, implements and evaluates operational tasks with respect to Community Involvement and Development, Conservation and Sustainability Compliance and Stakeholder Relations.
  • Operations Director: Plans, coordinates, directs, controls, implements and evaluates agronomic aspects and overall operational processes of our agribusinesses.
  • Legal Director: Plans, coordinates, directs, controls, implements and evaluates matters related to legal affairs, as well as licensing and permits. He is also responsible for the Corporate Secretary function in addition for goverment relations for region 1 & 2.

The Criteria for The Board of Directors

Those who can be appointed as members of the Board of Directors are individuals who meet the requirements at the time of appointment and during the response:

a. Have good character, morals and integrity;

b. Proficient in performing legal acts;

c. Within 5 (five) years prior to appointment and during term of office:

  1. Never been declared bankrupt;
  2. Has never been a member of the Board of Directors responsible on behalf of a company declared bankrupt;
  3. Never failed because of committing a crime that caused losses to the state and / or related to the financial sector; and
  4. Has never been a member of the Board of Directors as long as:

- Never held an Annual General Meeting of Shareholders (“GMS”);

- His accountability as a member of the Board of Directors has been accepted by the GMS or has never given accountability as a member of the Board of Directors to the GMS;

- Has caused a company that obtained a license, approval or registration from OJK to fail to fulfill its obligation to submit an annual report and / or financial report to OJK.

d. Have a commitment to comply with laws and regulations;

e. Have knowledge and / or expertise in the fields required by the Company; and

f. Fulfilling other requirements based on the prevailing laws and regulations.

Appointment, Dismissal and Term of Office Of the Board of Director

The current Board complies with the Company’s Articles of Association, which states that the Board of Directors must comprise a president director and at least one director. Directors are appointed by the shareholders at a general meeting of shareholders based on the recommendations of the Nomination and Remuneration Committee. The directors are appointed for a term that runs until the fifth AGMS following his or her appointment, and may be reappointed for a further term. However, the general meeting of shareholders reserves the right to dismiss a director at any time during his or her term.

Actions Requiring Board of Commissioners’ Approval

The Board of Directors is authorized to carry out corporate actions for and on behalf of the Company. However, they must seek the prior approval of the Board of Commissioners for certain corporate actions, including:

  • The acquisition of a new business, including approval of any subsidiary’s acquisition of a new business;
  • The acquisition or sale of assets or properties representing more than 5% of the Company’s total assets;
  • Approval of the acquisition of new assets or properties by a subsidiary whose value more than USD 500,000 (five hundred thousand US Dollars) or its equivalent in Rupiah currency;
  • Approval of the transfer or encumbrance is more than 50% of the total net assets or property of a subsidiary;
  • Changes in the Company’s business plan or budget and spend on capital and operational expenditures (if beyond the approved annual budget), including approval of any change in the annual business plans and/or annual budgets of the subsidiary and approval of the capital and operational expenditures (if beyond the approved annual budget) of the subsidiary of the Company, in value more than USD 100,000 (one hundred thousand US Dollars) or its equivalent in Rupiah currency;
  • Approval of the appointment and dismissal of any member of a subsidiary’s Board of Directors or Commissioners or its auditor;
  • Obtaining loans and other financial facilities from banks by the Company, including obtaining loans and other financial facilities from banks by a subsidiary, in value more than USD 500,000 (five hundred thousand US Dollars) or its equivalent in Rupiah currency;
  • Entry into any material contract other than in the ordinary course of business;
  • Approval of the signing of any material contract other than in the ordinary course of business of a subsidiary of the Company
  • Entry into an agreement with a director, commissioner or shareholder of the Company (or their affiliates) other than on bona fide arms-length terms; and
  • Approval of any amendment to a subsidiary’s articles of association or other constitutional documents or a merger, acquisition, consolidation and spin-off of a subsidiary or a bankruptcy, liquidation, winding up or dissolution of a subsidiary.

 

Board of Directors Charter


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