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INTP:IJ Rp. 12,450 altimage 2.68%
22-Oct-2020 15:47
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INTP:IJ Rp. 12450 altimage 2.68%
22-Oct-2020 15:47

Board of Commissioners’ Organization and Membership

As of May 21, 2019, the number of members in Indocement’s Board of Commissioners was 6 members, consisting of 1 President Commissioner, 3 Commissioners, and 2 Independent Commissioners including 2 Vice President Commissioners. The total number of Indocement’s Commissioners does not exceed the total number of members of Indocement’s Board of Directors.

The membership composition is also in accordance with the provisions of the Board Charter stated below:
• Board of Commissioners shall consist of at least 5 members;
• One members of the Board of Commissioners shall be appointed President Commissioner and two other members appointed Vice President Commissioners;
• The number of Independent Commissioner shall be at least 30% of the total members of the Board of Commissioners.

The Board Charter also sets the nationality of the Board of Commissioners’ members, namely that Indocement’s Board of Commissioners’ members can be made up from Indonesian and foreign citizens who meet the requirements to become a member of the Board of Commissioners as set out in the Board Charter and other applicable provisions.

Board of Commissioners’ Requirements
The General Criteria for members of Indocement’s Board of Commissioners are:
1. Have a good behavior, morals and integrity;
2. Is a competent legal person capable of performing legal actions;
3. Within 5 years prior to their appointment and during their term of service:
   a. has never been declared bankrupt;
   b. has not been a member of a Board of Directors and/or a Board of Commissioners of a company which was found guilty of causing the said company to become bankrupt;
   c. has never been punished for criminal actions which caused losses to the country and/or related to the financial sector; and
   d. has never been appointed as a member of a Board of Directors and/or a Board of Commissioners of a company, which during their term of service:
      i) did not convene an annual GMS;
     ii) had his/her statement of responsibility as a member of the Board of Directors and/or a Board of Commissioners of such company rejected by the GMS or failed to submit a statement of responsibility as a member of a Board of Directors and/or a Board of Commissioners of such company;
    iii) caused the Company to fail to fulfill its obligation in submitting reports and/ or annual reports to Otoritas Jasa Keuangan;
4. Commits to complying with the laws and regulations;
5. Has the requisite ability, knowledge, skills, experience and/or expertise required by the Company.

Board of Commissioners Appointment, Dismissal, Resignation and Term of Service
Based on the Board Charter, the appointment, termination and replacement of the Board of Commissioners’ members must be submitted and approved by the GMS after considering the recommendation of the Board of Commissioners and the Nomination and Remuneration Committee.

Commissioners serve for a period of three years or until the close of the third Annual General Meeting after the date of appointment, without prejudice to the GMS authority to dismiss one or more members of the Board of Commissioners at any time before the term expires.

The term of service of the Commissioners ends upon:
1. Resignation;
2. Deceased;
3. The term of service expires;
4. Dismissal by the GMS;
5. No longer meets the requirements to serve as a Commissioner under prevailing legislations.

The GMS may appoint another person to fill the post of a dismissed Commissioner and the GMS can appoint a commissioner to fill a vacant post of Commissioner.

Board of Commissioners profiles (as of Company's AGMS, May 21, 2019)

Kevin Gluskie, President Commissioner
Australian citizen, age 52, President Commissioner of Indocement since May 31, 2016 based on the decision of Annual General Meeting dated May 22, 2017. Currently, he also serves as member of the Managing Board of HeidelbergCement Group for Asia Pacific regions. He studied civil engineering at the University of Tasmania (Australia) and holds an MBA from the University of Sydney. He has affiliation relationship with members of Board of Commissioners, Board of Directors, and Controlling Shareholders.

Tedy Djuhar, Vice President Commissioner / Independent Commissioner
Indonesian citizen, age 68, joined Indocement in 1985 and has served as the Company’s Vice President Commissioner/Independent Commissioner since May 10, 2011 and was re-elected as Vice President Commissioner/ Independent Commissioner at the Annual General Meeting of the Company dated June 4, 2018. Currently, he also serves as Non-Executive Director of First Pacific Company Ltd., Hong Kong. He received his Bachelor’s degree in Economics in 1975 from the University of New England, Australia and Executive Master of Business Administration degree from Cheung Kong Graduate School of Business, People’s Republic of China in 2014. He is not having affiliation relationship with members of Board of Commissioners, Board of Directors, and Controlling Shareholders.

Simon Subrata, Vice President Commissioner / Independent Commissioner
Indonesian citizen, age 55. Vice President Commissioner / Independent Commissioner since May 22, 2017. Previously, until 2000, he was a Corporate Finance of the Company and Directors of several subsidiaries of the Company, and until 2005, he was partner in Ernst & Young Public Accountant Firm. Currently, he also serves as CFO of the Jakarta Archbishop Strada School Foundation and Senior Partner Gan Kapital Group. He has a degree in Economics from Faculty of Economics from University of Indonesia. He is not having affiliation relationship with members of Board of Commissioners, Board of Directors, and Controlling Shareholders.

 

Dr. Lorenz Naeger, Commissioner
German citizen, age 59, domiciled in Mannheim, has served as Commissioner of Indocement since December 2, 2004, and was re-elected as Commissioner at the Annual General Meeting of the Company on June 4, 2018. Currently, he also serves as the Chief Financial Officer of HeidelbergCement Group. He studied Business Administration at the University of Regensburg (Germany), University of Swansea (Wales), and University of Mannheim (Germany). He graduated in 1986 as Diplom-Kaufmann (an academic degree in Business Economics) from the University of Mannheim. He received his Doctorate and qualification as a Certified Tax Advisor in 1991. He has affiliation relationship with members of Board of Commissioners, Board of Directors, and Controlling Shareholders.

Dr. Bernd Scheifele, Commissioner
German citizen, age 61, has served as a Commissioner of Indocement since February 23, 2005, and was re-elected as Commissioner at the Annual General Meeting of the Company on June 4, 2018. Currently, he also serves as Chairman of the Managing Board of HeidelbergCement as of February 1, 2005. He started his career as an attorney in the Gleiss Lutz Hootz Hirsch law firm, where he worked from 1988 to 1994. He studied law at the University of Freiburg and University of Dijon, and received his Master’s Degree in Law (LLM) in 1984 from the University of Illinois, United States of America. He has affiliation relationship with members of Board of Commissioners, Board of Directors, and Controlling Shareholders.

Dr. Albert Scheuer, Commissioners
German citizen, age 62, previously served as the President Commissioner of the Indocement since May 14, 2008, Currently, he also serves as member of Managing Board of HeidelbergCement Group. He received a Diploma in Mechanical Engineering in 1982 and a Doctorate degree in Mechanical Engineering in 1987 from the Technical University of Clausthal, Germany. He has affiliation relationship with members of Board of Commissioners, Board of Directors, and Controlling Shareholders.

 

Indocement, a producer of Semen Tiga Roda Cement and Semen Rajawali