General Meeting of Shareholders (GMS) is the highest organ in the structure of corporate governance of the Company. GMS is a forum for shareholders to exercise their rights and responsibilities. In addition, the GMS also holds the power not delegated to the Board of Commissioners or Directors in accordance with the provisions set forth in the articles of association and prevailing regulations.
The Company’s general meeting of shareholders dated 24 June 2019 had the following resolutions:
Accepted and approved the Annual Report including Directors’ Report on the Company’s business activity and approval on the Company’s financial statements for the financial year ended 31 December 2018 and Board of Commissioners’ Supervisory Report for 2018, approved the Company’s financial statements for 2018 and fully acquited and discharged the Directors and Board of Commissioners in carrying out management and supervisory during the year ended 31 December 2018;
Approved profit attributable to owners of the parent company for the financial year ended 31 December 2018 amounting to IDR 123,337,297,768 and to provide reserve fund in accordance with article 70 of Law No. 40 Year 2007 for Limited Liability Company amounting to IDR 1,000,000,000 (one billion Rupiah);
Approved the appointment of Jacinta Mirawati CPA, accountant from Mirawati Sensi Idris Public Accounting Firm as Public Accounting Firm, which is registered in Financial Services Authority, to audit the consolidated financial statements of the Company for year 2019. If Jacinta Mirawati CPA is not available, then chose another partner from Mirawati Sensi Idris Public Accounting Firm to audit the consolidated financial statements of the Company and to authorize the Director of the Company to determine the honorium and other requirements relating to the appointment;
Dismissed Mr. Keith Roderick Reid from his role as Director as the Company with honor and expressed gratitude for his role and services when servicing the Company;
Appointed Mr. Robert Rafael Calzadilla as Director of the Company to replace Mr. Keith Roderick Reid, with the same service term as the remaining service term of the other Directors;
Therefore, the composition of member of Board of Commissioners and Directors of the Company was as follows:
BOARD OF COMMISSIONERS
President Commissioner : Jonathan Tahir
Vice President Commissioner : Timothy Thomas De Lessio
Commissioner : Zachary James Coughlin
Commissioner : Ronald Kumala Putra
Independent Commissioner : Drs. Aryanto Agus Mulyo
Independent Commissioner : Gn Hiang Lin
Independent Commissioner : Drs. Da’i Bachtiar, S.H
President Director : Ir. Wong Budi Setiawan
Vice President Director : Wilcy Wong
Director : James Alan Guntrip
Director : Robert Rafael Calzadilla
Director : Victoria Tahir *
Director : Harry Wangidjaja
Director : Susan Liwang
* Victoria Tahir is the same person as Dewi Victoria Riady
The dismissal and appointment were effective as of the closing of the meeting.
Assessment on BOC’s performance being done as follows:
BOC is required to submit BOC performance report to be evaluated by shareholders in GMS.
BOC’s performance is determined based on duties listed in prevailing regulations and article of association and shareholders’ mandate. Formal evaluation criteria are communicated openly to member of BOC since appointment date.
Evaluation result on overall BOC’s performance and for each member of BOC is a part of compensation and incentive scheme for member of BOC.
Performance evaluation result of each BOC serves as consideration for shareholders to dismiss and/or to re-appoint members of BOC. The performance evaluation result is as an assessment tool and to increase the effectiveness of BOC.
Meeting schedules for following year are distributed to all member of BOC before the end of the year, while the meeting agenda and other information are sent out before meeting being held.