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27-Nov-2020 16:20
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Board of Directors' Members

Organization and Membership
In compliance with POJK No. 33 which stipulates that:
1. Board of Directors should consist of at least 2 members;
2. 1 member of the Board of Directors shall be appointed as President Director.

As of December 31, 2016, the number of members in Indocement’s Board of Directors was 9 members, consisting of 1 President Director, 1 Vice President Director, and 6 Directors and 1 Independent Director.

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

Board of Directors’ Requirements
The General Criteria for members of Indocement’s Board of Directors 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 financial
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 Directors’ Appointment, Dismissal, Resignation and Term of Service
Proposed appointment, termination and replacement of members of the Board of Directors must be submitted and approved by the GMS after considering the recommendation of the Board of Commissioners and the Nomination and Remuneration Committee. Similarly to the Board of Commissioners, the Board of Directors serves for a period of three years or until the close of the third Annual GMS after the date of appointment, without prejudice to the GMS authority to dismiss one or more members of the Board of Directors at any time before the term expires.

The term of service of the Directors 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 Director under prevailing legislations.

Members of the Board of Directors may resign from their office before their term ends by submitting their resignation to the Company. The Company is obliged to conduct a GMS to decide on the resignation of members of the Board of Directors no later than 90 days after receipt of the resignation in question.

The GMS may appoint a person to fi the post of a member of the Board of Directors who has been removed from office or to fill a vacant post of member of the Board of Directors due to resignation, death or no longer qualified as a member of the Board of Directors based on the prevailing legislation.

Structure, Number, and Composition of Board of Directors
The composition and number of members of the Board of Directors are determined by the GMS with due regards to the Company’s vision, mission, and strategic plans to enable effective, appropriate, and fast decision making, and can act independently.
The composition of Indocement’s Board of Directors as per December 31, 2019, consists of nine members, with the following structure:

Independence of the members of the Board of Directors
The independence of each member of the Board of Directors of Indocement is as illustrated in the affiliate relationship table as follows:

Board of Directors' Profiles

Christian Kartawijaya, President Director
Indonesian citizen, age 53, domiciled in Jakarta, has served as the President Director of Indocement since May 1, 2014, and was re-elected as President Director at the Annual General Meeting of the Company on June 4, 2018. Previously, he was the Director of Finance and Deputy Director of Finance until 2010. He received his degree in Civil Engineering from Trisakti University in 1989, his Master of Business Administration degree in Finance from San Diego State University, San Diego, California in 1994, and M.A.C.E., SWBTS, Fort Worth, Texas, United States of America in 2013. He has affiliation relationship with members of Board of Commissioners, Board of Directors and Controlling Shareholders.

Franciscus Welirang, Vice President Director
Indonesian citizen, age 68, domiciled in Jakarta, joined Indocement in 1992 and has served as the Vice President Director of Indocement since May 10, 2011, and was re-elected as Vice President Director at the Annual General Meeting of the Company on June 4, 2018. Currently, he also serves as a Director for PT Indofood Sukses Makmur Tbk., Commissioner for PT Indofood CBP Sukses Makmur Tbk., and PT Unggul Indah Cahaya Tbk., Chairman of the Indonesian Wheat Flour Mills Association (APTINDO) and the Indonesia Public Listed Association (AEI) for 2014 – 2017 period, Head of the Permanten Committee on Food Security at the Indonesia Chamber of Commerce and Industry, Deputy Chairman of The Employers’ Association of Indonesia, Advisory Board Member of The Nature Conservancy Indonesia, Member of National Steering Committee Global Enviroment Fund, Co-Chair of Advisory Board Association of Philanthropy Indonesia, and Advisory Board member of the of the Indonesia Association of Food Technology. Previously, he served as the Vice Chairman of the National Consumer Protection Agency (2009- 2013) and President Commissioner of PT Bursa Efek Surabaya (2001-2007). He received his Diploma degree in Chemical Engineering from South Bank Polytechnic, London, England, in 1974. He is not having affiliation relationship with members of Board of Commissioners, Board of Directors and Controlling Shareholders.

Hasan Imer, Director
Turkish citizen, age 66, domiciled in Jakarta, has served as a Director of Indocement since September 1, 2008, and was re-elected as a Director at the Annual General Meeting of the Company on June 4, 2018. He previously worked as a Projects and Investment Manager at Akçansa’s Çanakkale Plant (HeidelbergCement Group) Turkey, in 1988, where his last position was Manager of Plant and Second Kiln Line Project. He was also the Asian Regional Coordinator for the HeidelbergCement Technology Center, Germany, in 2001-2004. He received his Bachelor of Science degree in Mechanical Engineering in 1979 from Yildiz Technical University, Istanbul, Turkey. He has affiliation relationship with members of Board of Commissioners, Board of Directors and Controlling Shareholders.

Ramakanta Bhattacharjee, Director
Bangladeshi citizen, age 54, domiciled in Jakarta, has served as a Director of Indocement since November 27, 2012, and was re- elected as a Director at the Annual General Meeting of the Company on June 4, 2018. Prior to joining Indocement, he served as the Deputy Managing Director, HeidelbergCement Bangladesh Ltd. He received his Bachelor of Science degree in electrical and electronic engineering from Chittagong University of Engineering and Technology in 1988 and his Master degree in Business Administration & Management in 1994 from Southeastern University, London, England. He has affiliation relationship with members of Board of Commissioners, Board of Directors and Controlling Shareholders.

Troy Dartojo Soputro, Director
Indonesian citizen, age 55, domiciled in Jakarta, has served as a Director of Indocement since December 4, 2015, based on a resolution of the Extraordinary GMS, dated December 4, 2015  and was re- elected as a Director at the Annual General Meeting of the Company on June 4, 2018. Previously he was the Sales and Marketing Division Manager for Indocement. He received his degree in Civil Engineering from Universitas Atmajaya, Yogyakarta in 1988 and his Master of Business Administration from University of Portland, Oregon, United State of America in 1991. He is not having affiliation relationship with members of Board of Commissioners, Board of Directors and Controlling Shareholders.

David Jonathan Clarke, Director
British citizen, age 46 domiciled in Tangerang. He serves as Director of Indocement since January 1, 2017 replaced Tju Lie Sukanto, based on a resolution of the Extraordinary GMS, dated December 2, 2016. Previously he was Director of Tax and Treasury of Hanson UK and later become a Finance Director of Hanson UK. He spent his early career with the accountants PwC, before moving to BDO Stoy Hayward LLP as senior tax manager. He received his master degree of Accounting and Finance from Aberystwyth University in 1996 and a chartered accountant. He has affiliation relationship with members of Board of Commissioners, Board of Directors and Controlling Shareholders.

Oey Marcos, Director
Indonesian citizen, age 47. He joined Indocement in 2002. He previously worked as a General manager of Finance & Accounting at Sugar Group Companies in Lampung, external auditor at Public Accountant Firm Prasetio, Utomo & Co. (member of Arthur Andersen) and holding various managerial positions in Indocement and in addition as Director and Commissioner in several subsidiaries. He holds a degree in Economics majoring in Accounting in 1994 from Trisakti University, and a Master of Management degree in Strategic Business from Institute of Business and Management Prasetia Mulya, Jakarta in 2013. He is not having affiliation relationship with members of Board of Commissioners, Board of Directors and Controlling Shareholders.

Benny S. Santoso, Director
Indonesian citizen, age 62, domiciled in Jakarta, has served as a Director Indocement since June 15, 1994, and was re-elected as a Director at the Annual General Meeting of the Company on June 4, 2018. He also serves as the President Commissioner for PT Nippon Indosari Corpindo Tbk. He also serves as the Commissioner for PT Indofood Sukses Makmur Tbk., Non- Executive Director for First Pacifi  Co. Ltd., and as an Advisory Board member for the Philippines Long Distance Telephone Company (PLDT). He received his Business Diploma from Ngee Ann College, Singapore in 1981. He is not having affiliation relationship with members of Board of Commissioners, Board of Directors and Controlling Shareholders.

Juan Francisco Defalque, Director
Belgian citizen, age 56, domiciled in Singapore, has served as a Director of the Company since May 10, 2016 based on the decision of the Annual General Meeting dated May 10, 2016. Previously he was Head of Heidelberg Technological Center Indonesia until 2015. He also serves as Director of Manufacturing and Engineering, Director of HTC Asia-Pacific. He received his Master’s degree in Mining Engineering from the Catholic University of Louvain-la-Neuve, Belgium in 1987. 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