The Company’s Board of Commissioners 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.

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BOC Membership

The Company’s Board of Commissioners has five members, namely: one President Commissioner, two Commissioner, and two Independent Commissioner. 

On 31 December 2022, the Company’s Board of Commissioners had the following members:
President Commissioner : Martin Suharlie
Commissioner : Suryandy Jahja
Commissioner : Sebastian Togelang
Independent Commissioner : Bambang Irawan
Independent Commissioner : Artiko Samudro

Some members of the Board of Commissioners of the Company were appointed based on the Deed of Resolution of Shareholders of PT Distribusi Voucher Nusantara No. 64, dated 29 August 2018, for a term of office of five years up to the year 2023, in accordance with the Deed of the Articles of Association of PT Distribusi Voucher Nusantara No. 25, dated 29 September 2003.

Sebastian Togelang and Artiko Samudro were appointed based on a resolution of the Company’s General Meeting of Shareholders on 11 February 2020, as stipulated in the Deed of Resolution of Shareholders of the Company No. 48 dated 11 February 2020, drawn before Christina Dwi Utami, SH, MHum., MKn., Notary in Jakarta.

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BOC Duties and Responsibilities

The duties of the Board of Commissioners are to perform supervision, provide guidance and advisory services, as well as examine each key decision and policy taken by the Board of Directors. The Board of Commissioners has the authority to suspend any member of the Board of Directors temporarily and take over the management of the Company in certain circumstances and within a specific time frame.

The Board of Commissioners’ responsibilities as stated in the Company’s Articles of Association are among others:
1. Supervise and be responsible for the supervision of the management’s policies and general business direction.
2. Form an audit committee and other committees (when deemed necessary) to boost the efficacy of the Board of Commissioners’ implementation of its duties and responsibilities.

3. Perform mandatory evaluations of the performance of committees that assist the Board of Commissioners in carrying out its duties and responsibilities.

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BOC Charter

The Company’s Board of Commissioners has formulated a Board of Commissioners Charter to provide a general guideline for the Board of Commissioners to perform its full range of duties and responsibilities.  This Board of Commissioners Charter was ratified on 7 December 2018.

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BOC Meetings

The Board of Commissioners is required to hold Board of Commissioners meetings at least once every two months. In 2022, the Board of Commissioners convened 6 meetings of the Board of Commissioners.

 

BOC Performance Assessment

The performance of the Board of Commissioners is evaluated based on: the attendance of each member of the Board of Commissioners at the meetings and joint meetings with the Board of Directors; business guidance provided to the Board of Directors and supervision of
the Board of Directors’ performance; and implementation of duties as stated in the Board of Commissioners Charter. This evaluation is conducted by the shareholders at the GMS.

 

Procedures for Determining Remuneration for the BOC

Remuneration for the Board of Commissioners is determined at the Annual GMS. The Board of Commissioners 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 in similar industries.

The Board of Commissioners received salaries and other short-term benefits amounting to Rp 3,5 billion —a figure that also included salaries and short-term benefits for the Board of Directors—for the year ended 31 December 2022.

Board of Commissioners Committees Performance Assessment
The Board of Commissioners evaluates the performance of committees under the Board of Commissioners by comparing their actual performance against the predefined roles and responsibilities of the respective committees as stated in their annual work plan and budget.

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*Source : PT Distribusi Voucher Nusantara Tbk. Annual Report 2022

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