board of directors
The Company's Board of Directors has been established and its members have been appointed pursuant to the provisions in the Company's Articles of Association and OJK Regulation No. 33/POJK.04/2014 on Board of Directors and Board of Commissioners of Issuers or Public Companies. Board of Directors Composition The Company's Board of Directors has four members, namely: one President Director, two Directors, and one Unaffiliated Director.
As at end of 2022, the Company's Board of Directors had the following members:
President Director : Abraham Theofilus
Director : Ivan Ekancono
Director : Didik Meiko
All members of the Board of Directors of the Company were appointed based on the Deed of Resolution of Shareholders of PT NFC Indonesia No. 197 dated 20 Jul 2020, for a term of office of five years up to the year 2025.
Duties and Responsibilities
As stipulated in the Company's Articles of Association, the primary duties and responsibilities of the Directors are as follows:
1. Be fully responsible for the management of the Company
2. Be obliged to manage the Company in accordance with its authority and responsibilities as stipulated in the Articles of Association and applicable laws and regulations.
3. Must implement GCG principles in every business activity of the Company.
4. Must follow up on audit findings and recommendations from internal and external audit work units, OJK, IDX, and/or other relevant regulatory oversight results.
5. Represent the Company both inside and outside the court.
6. May form a committee to support the effectiveness of the implementation of its duties and responsibilities,and must evaluate the performance of the committee at the end of the financial year.
7. Each member of the Board of Directors is jointly and severally liable for the Company's losses, except:
• Losses not for their mistakes or omissions;
• They have shown a good faith full of responsibility and prudence in the management;
• There is no conflict of interest (direct/indirect) for the management action that cause losses;
• They have taken actions to prevent the onset or continuing loss.
The functions of each member of the Board of Directors are as follows:
1. The President Director is in charge of carrying out all of the Company's policies in accordance with the Articles of Association and instructions from the GMS and the Board of Commissioners; coordinating and supervising all activities carried out by the Company; determining the vision, mission and direction of the Company's development with the assistance of other members of the Board of Directors; planning, leading, and controlling the key policies of the Company's operations; and representing the Company in external engagements.
2. Director is tasked with supervising associated companies; coordinating and carrying out financial planning and analysis to be able to provide input from the financial side for the leadership of the Company in making business decisions; making important investment decisions and various financing; controlling financial functions; coordinating all strategic policies and activities related to the Company's marketing; overseeing the implementation of marketing divisions in subsidiaries; and representing the Company in external engagements in matters related to their scope of work.
3. Independent Director is in charge of coordinating all managerial activities and planning, implementing and controlling policies related to the Company's infrastructure; acting as a liaison between the Company and external parties and internal policies relating to the implementation of GCG; carrying out the communication function and are responsible for delivering information on corporate actions to interested regulators; coordinate all activities related to business development; and representing the Company in external engagements in matters related to their scope of work.
The Company's Board of Directors has formulated a Board of Directors Charter to provide a general guideline for the Board of Directors to perform its full range of duties and responsibilities. This Board of Directors Charter was ratified on 16 April 2018.
The Board of Directors is required to convene a meeting for at least once every month. In addition, the Board of Directors is required to convene a joint meeting with the Board of Commissioners at least once every four months. In 2020, the Board of Directors convened 12 meetings of the Board of Directors, with overall attendance rate of 100%.
BOD Performance Assestment
The performance of the Board of Directors is evaluated based on: the attendance of each member of the Board of Directors at the meetings and joint meetings with the Board of Commissioners; implementation of guidance provided by the Board of Commissioners; and implementation of duties as stated in the Board of Directors Charter. This evaluation is conducted by the shareholders at the GMS.
Procedures for Determining Remuneration for the BOD
Remuneration for the BOD is determined at the Annual GMS, with the shareholders delegating its authority to the BOC to determine the remuneration for each member of the BOD. The BOD is entitled to receive honorarium in the form of salary, allowances, and facilities in line with the Company’s financial performance in the past years, their stated duties and responsibilities, adjusted to correspond with remuneration for executives in similar industries. The BOD received a total of Rp3.6 billion in salary and other short-term allowances, including the salary and allowances for the BOC for the year ended 31 December 2020.
Ownership of Shares by Members of the BOD & BOC
The Company requires any member of the BOD or the BOC who owns shares in any public company, either directly or indirectly, to report their shareholding or any changes thereto to OJK. This report must be submitted at the latest within 10 days from the date of their shareholding or any changes thereto, in line with the pertinent OJK regulation.
Assessment of Committee Performance that Supports the Implementation of the Duties of the Board of Directors
As of the end of 2020, all supporting bodies for the Board of Directors have been formed as divisions, departments or work units. The company has not faced any urgency as a reason to form a committee under the Board of Directors. Meanwhile, the performance appraisal of each division, department and work unit is carried out using the KPI achievement as the evaluation criteria from the Board of Directors