Board of Commissioners

 

The Board of Commissioners (“BoC”) is a company’s organ which is responsible for performing general and/or specific supervision in accordance with the company’s Articles of Association, providing advice to the Board of Directors, as well as ensuring effective implementation of the company’s GCG.

 

Board of Commissioners Charter

The BoC has carried out duties, responsibilities, and authorities in accordance with the Board of Commissioners Charter. BoC Charter is a company document incorporated to manifest the BoC’s commitment and to serve as the BoC’s guidelines for applying the GCG. The guidelines are in-line with the company’s Articles of Association, the GCG principles, as well as all applicable rules and regulations.

The BoC Charter has been effective since 2022 and it is reviewed periodically according to GCG principles, capital market rules and regulations, and other applicable provisions.

Download  Board of Commissioners Charter .

 

Diversity

Diversity and inclusion are essential parts of the company. This is in line with Adaro Group’s Meritocracy and Respect values in IMORE, which requires everyone to treat one another with respect, appreciate differences, and gives equal opportunities.

In the nomination process for members of the Board of Commissioners, the company does not differentiate any gender, race, ethnicity, nationality or cultural background. Upon appointment and while serving, members of the Board of Commissioners are required to fulfil legal requirements as well as competency and independence requirements.

Legal requirements include possessing good character, moral and integrity; legally competent; committed to comply with laws and regulations; and possessing the knowledge and/or expertise needed by the company. Meanwhile, competency and independence requirements include demonstrating good behavior, experience and competence necessary for performing duties and other qualifications as determined in the applicable laws and regulations and the Articles of Association; appointed based on considerations of expertise, integrity, leadership, experience, honesty, good behavior, and strong dedication to improve and develop the company; and carrying out duties without any conflict of interests.

The nomination process for members of the Board of Commissioners is stated in the Board of Commissioners Charter.

 

Board of Commissioners Composition

The composition and number of the BoC members are determined by the GMS by considering the company’s condition and the diversity of BoC members’ skills, knowledge, and experience.  The recommendations or proposals for the appointment and/or replacement of BoC members to GMS shall be made by the company’s Nomination and Remuneration function, whose roles are carried out by the BoC.

The Board of Commissioners of PT Adaro Minerals Indonesia Tbk consists of six members: four representatives of major shareholders and two independent commissioners. This composition is in accordance with the Articles of Association, Financial Services Authority Regulation No. 33/POJK.04/2014 concerning Directors and Board of Commissioners of Issuers or Public Companies (“POJK 33/2014”), as well as the Board of Commissioners Charter, which stipulates that at least 30% of the members of the Board of Commissioners are Independent Commissioners. In accordance with POJK 33/2014, Independent Commissioners must meet the following requirements:

  1. Not a person working or having authority and responsibility to plan, lead, control, or supervise the company’s activities within the last 6 (six) months, except for the reappointment as the Company’s independent commissioner for the next term of office;
  2. Not holding the company’s shares directly or indirectly;
  3. Not having an affiliation relationship with any member of the BoC, BoD and major shareholders of the company; and
  4. Not having any business relationship with the company directly or indirectly.

 

Currently, none of PT Adaro Minerals Indonesia Tbk’s BoC members hold a position as director or commissioner in more than two other public companies. This practice complies with the provision of POJK 33/2014 and PT Adaro Minerals Indonesia Tbk’s BoC Charter.

 

Composition of the Board of Commissioners of PT Adaro Minerals Indonesia Tbk is as follows: