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 http://matahari.co.id/en/managements/board-of-commisioners/203
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.
Board of Commissioners' Meetings
The Board of Commissioners is required to meet at least once every 2 (two) months, in compliance with OJK Regulation No. 33/POJK.04/2014 and the BoC Charter. Additional interim meetings may be convened if necessary. The BoC Charter provides for attendance at BoC meetings via telecommunications media such as teleconferencing or video conferencing if a member is unable to physically attend a meeting.
The Corporate Secretary, on behalf of the Chairman of the Board of Commissioners, shared the Board meeting schedules for 2019 and 2020 with the members on 24 Oct 2018 and 23 Oct 2019, respectively. Notice of any other meetings is sent by the Chairman or by two other Commissioners.
Binding decisions may only be taken at a BoC meeting if the quorum requirements are met; i.e., more than 50% of the members of the Board of Commissioners are present at the meeting, or in the case of joint meetings, when more than 50% of the Board of Commissioners and the Board of Directors attend. Each Board member has one vote and may represent one other member by proxy if so requested.
The Board of Commissioners held 10 meetings in 2019, with an average attendance of 100%. A quorum was achieved at all the meetings.