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.
The Board of Directors of the Company has five members, i.e. one President Director and four Directors.
On 31 December 2019, the composition of the Company’s Board of Directors was:
1. President Director : Raymond Loho
2. Director : Tati Ramawati
3. Director : Stanley
4. Director : Dian Kurniadi Suhardjo
5. Director : Arum Madarum
All members of the Board of Directors were appointed based on the Deed of Statement of Shareholders of PT Distribusi Voucher Nusantara No. 64 dated 29 August 2018, for a term of office of five years, up to 2023, referring to the Deed of Articles of Association of PT Distribusi Voucher Nusantara No. 25, dated 29 September 2003, and the deed of Articles of Association of PT Distribusi Voucher Nusantara No. 36 dated 21 May 2019.
BOD 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 a court of law.
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 each financial year.
7. Each member of the Board of Directors is jointly and severally liable for the Company's losses, except:
- Losses not attributable to their mistakes or omissions;
- They have shown good faith full of responsibility and prudence in management;
- There is no conflict of interest (direct/indirect) for the management actions that caused losses;
- They have taken actions to prevent the onset of 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. Each 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. The 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 being responsible for delivering information on corporate actions to interested regulators; coordinating all activities related to business development; and representing the Company in external engagements in matters relatedto 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 6 December 2018.
The Board of Directors is required to hold Board of Directors meetings for at least once every two months. In 2019, the Board of Directors convened 12 meetings of the Board of Directors.
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. An evaluation is conducted by the shareholders at the GMS.
Procedures for Determining Remuneration for the BOD
Remuneration for the Board of Directors is determined at the Annual GMS by the shareholders that delegate their authority to the Board of Commissioners to determine the remuneration for each member of the Board of Directors.
The Board of Directors is entitled to receive remuneration for their services, in the form of salary, benefits, and other facilities, in line with the Company’s revenue in prior years, their roles and responsibilities, and considerations of executives’ pay grades prevailing in similar industries.
The Board of Directors received salaries and other shortterm benefits amounting to Rp 1,1 billion —a figure that included salaries and short-term benefits for the Board
of Commissioners—for the year ended 31 December 2019.
*Source : PT Distribusi Voucher Nusantara Tbk. Annual Report 2019