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
In compliance with capital market regulations that require at least 30% of the members to be independent, the Company’s Board of Commissioners has three Independent Commissioners (one of whom is the President Commissioner) out of a total of nine Commissioners. This requirement is specified in Chairman of BAPEPAM Circular No. SE-03/PM/2000 dated May 5, 2000; and IDX Rule No I-A dated July 19, 2004.
The appointment, composition, roles, responsibilities and process of the Company’s Board of Commissioners are all compliant with the provisions of OJK Rule No. 33/ POJK.04/2014 dated December 8, 2014, regarding the Boards of Directors and Boards of Commissioners of Public Companies.
Pursuant to Article 16 clause 7 of the Company’s Articles of Association, members of the Board of Commissioners are appointed and dismissed by the General Meeting of Shareholders, effective as of the date specified at the GMS that appointed them until the closing of the third Annual GMS after the date of appointment, and may be reappointed for the subsequent period, without prejudicing the right of the GMS to dismiss them at any time.
On May 26, 2016, the Shareholders appointed Johannes Jany as a Commissioner.
The composition of the Board of Commissioners is intended to ensure a balance of the knowledge, expertise, professional experience and background necessary to support the effective supervision of the Company, and members of the Board of Commissioners are appointed on this basis. Candidates for the Board of Commissioners are assessed and evaluated without regard to gender, racial/ ethnic background or religion, or the initial source of recommendation.
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
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
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.
Board of Commissioners' Meetings
The Board of Commissioners maintains regular and open communication between all the members by holding quarterly meetings. Interim meetings may also be convened whenever deemed necessary.
The Board meeting schedules for 2016 and 2017 were decided and distributed to the members by the Corporate Secretary (on behalf of the Chairman) on October 9, 2015 and October 6, 2016, respectively. For all other meetings, notice is given by the Chairman of the Board of Commissioners or by two other Commissioners. Joint Board meetings are chaired by the Chairman or by a Commissioner chosen by the other members during the meeting. One other member is responsible for recording the minutes of each meeting.
A quorum is reached when more than 50% of all members of the Board of Commissioners are in attendance or, in the case of joint meetings, when more than 50% of the Board of Commissioners and Board of Directors are present. Each Board member has one vote and is allowed to represent one other member by proxy if so instructed.
Attendance at meetings in 2016 averaged 100%, ensuring that a quorum was achieved at all the meetings. In compliance with OJK Rule No. 33/ POJK.04/2014, which requires the Board of Commissioners to meet at least once every 2 (two) months, the Board of Commissioners held 7 meetings in 2016.
The Board of Commissioners’ meetings were held on 13 January 2016, 29 January 2016, 26 February 2016, 28 April 2016, 24 June 2016, 4 August 2016, and 19 December 2016.
The agendas of each meeting pertained to the matters within the Board’s responsibilities, such as strategic direction, results, corporate governance, approval of proposed investment and other strategic issues.