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Environment
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Governance
Conducting Business Ethically
GCG Principles
Company policy
Board and Committee
board of Commissioners
Audit Committee
Nomination and Remuneration Committee
Board of Directors
Company Secretary
Management Team

Board-Committees

Board of Commissioners

The Board of Commissioners supervises the management of the Company by exercising oversight, guiding and advising the Board of Directors. Each member of the Board of Commissioners acts independently in fulfilling their duties and responsibilities to the Company. None of the Commissioners have any familial, financial, management and/or shareholding relationships with any other members of the Board of Commissioners or with members of the Board of Directors. The Board of Commissioners is accountable to the shareholders.

Duties and Responsibilities

Based on the Company's Articles of Association and the Guideline and Standard Operating Procedure of the Board of Commissioners of PT Matahari Department Store Tbk ('BoC Charter') dated 7 December 2015, and in accordance with Law No. 40/2007 on Limited Liability Companies and POJK 33/2014, the duties and responsibilities of the Board of Commissioners consist of:

  1. Supervising the implementation of tasks and responsibilities of the Board of Directors, management of the Company or the Company's business, and advising the Board of Directors, among others in a collective Meeting with the Board of Directors.
  2. Executing duties and responsibilities to supervise the Company in good faith, full of responsibility, and prudence.
  3. Establishing an Audit Committee.
  4. Performing the functions of Nomination and Remuneration. In carrying out these functions, the Board of Commissioners may establish a Nomination and Remuneration Committee.
  5. Evaluating the performance of the committees which assists the performance of its tasks and responsibilities at the end of the fiscal year.
  6. Each member of the Board of Commissioners is responsible jointly and severally for the losses of the Company due to errors or omissions of the members of the Board of Commissioners in carrying out its duties. However, members of the Board of Commissioners cannot be held accountable for damages if they can prove that:
    • a. such loss is not caused by a fault or negligence;
    • b. they have made arrangements in good faith, full of responsibility, and prudence for the benefit and in accordance with the aims and purposes of the Company;
    • c. they do not have a conflict of interest, either directly or indirectly, for the management which causes losses; and
    • d. they have taken action to prevent such loss arising or continuing.
  7. Collectively with the Board of Directors, suggest to the GMS the appointment of a Public Accountant to audit the books of the Company.
  8. Researching, studying and responding to regular reports and Annual Reports prepared by the Board of Directors, and approving and signing the Annual Report.
  9. Being held accountable for the performance of its duties to the shareholders in the GMS.
  10. With the Board of Directors, drawing up a code of conduct which applies to all members of the Board of Commissioners and Board of Directors, employees/workers, and supporting elements of the Company.
  11. Documenting all minutes of the Board of Commissioners' meetings, joint meetings of the Board of Commissioners and Board of Directors and meetings of Committees under the Board of Commissioners.
  12. Inspecting and approving the business plan and corporate plan.
  13. Ensuring the implementation of Good Corporate Governance (GCG) principles at all levels or structures of the organization, and supervising, evaluating and enhancing the effectiveness of Good Corporate Governance practices in the Company.

The authority of the Board of Commissioners allows them to, among other matters:

  1. Suspend members of the Board of Directors by stating the reasons and notifying the relevant members of the Board of Directors in writing, and undertaking the management of the Company in certain circumstances for a certain period of time, which is defined by the Company Law, the Articles of Association and/or resolutions of the GMS.
  2. Under certain conditions, the Board of Commissioners shall hold an Annual General Meeting of Shareholders and other GMS in accordance with its authority as specified in the laws and regulations and the articles of association.

Duties and Responsibilities of President Commissioner

The President Commissioner carries out particular additional duties as follows:
  1. Coordinating and chairing the meetings of the Board of Commissioners; and
  2. Lead the Board of Commissioners in carrying out the duties and responsibilities of the Board of Commissioners in accordance with the prevailing laws and regulations.

Structure and Composition of the Board of Commissioners

The current composition of the Board of Commissioners is the following page.

Audit Committee

As a supporting organ of the Board of Commissioners, the Audit Committee carries out duties and responsibilities to assist the Board of Commissioners in performing supervisory functions, focusing on control over the Company's internal control system, financial statements quality, and the effectiveness of internal audit functions. In addition, the Audit Committee is also responsible for reviewing the Company's business risks and ensuring the compliance with the prevailing rules and regulations in Indonesia.

Audit Committee Charter

Matahari's Audit Committee Charter was adopted on 22 June 2020. The Charter outlines the general and specific duties of the Audit Committee, covering the following areas:
  1. Structure of the Audit Committee;
  2. Qualifications for Audit Committee Membership;
  3. Duties and Responsibilities;
  4. Authority and Objectives;
  5. Audit Committee Meetings;
  6. Reporting;
  7. Terms of Office.;

The Audit Committee Charter is available on our website in the following page.

Independence of the Audit Committee Members

All the members and the chairman of the Audit Committee are independent parties whose appointments are based on their capacity, educational qualifications and professional background. They have no family or business affiliation with any member of the Board of Commissioners or Board of Directors, or any major shareholder, and no financial connection to the Company other than the compensation they receive for carrying out their duties as members of the Audit Committee and (in the case of the Chairman) the Board of Commissioners. These specifications comply with the provisions of OJK Regulation No. 55/POJK.04/2015 dated December 23, 2015 regarding the Establishment and Guidelines for the Work Implementation of the Audit Committee.

Structure and Composition of Audit Committee

As stated in the Audit Committee Charter, and in accordance with POJK 55/2015 dated 23 December 2015 concerning the Establishment and Charter of the Audit Committee, the Audit Committee consists of at least three members, including at least one Independent Commissioner as the Chairman, and other external parties who are not affiliated to the Company in any way.

The composition of the Audit Committee can be found on the following page.

Nomination and Remuneration Committee

As a supporting organ of the Board of Commissioners, Nomination and Remuneration is established to assist the effectiveness of the Board of Commissioners' duties and to ensure the diversity of the composition of the Board of Commissioners and Board of Directors. In addition, the Committee is also responsible for providing recommendations to the Boards in relation to the remuneration package of members of the Board of Commissioners and the Board of Directors.

Nomination and Remuneration Committee Charter

The Nomination and Remuneration Committee has a Charter which was adopted on 22 June 2020. The Charter serves as working guidelines for the Committee in performing its duties and responsibilities and is available on the Company's website on the following page .

Nomination and Remuneration Committee Independence

All members of the Nomination and Remuneration Committee carry out their duties and responsibilities professionally and independently, free from intervention from any party and in accordance with applicable laws and regulations. In addition, Pursuant to POJK 34/2014, the committee members do not have any familial or business relationships with any other members of the Board of Commissioners or members of the Board of Directors or any majority shareholder as required in POJK 34/2014.

Composition and Structure of the Nomination and Remuneration Committee

In accordance with POJK No. 34/POJK.04/2014 (“POJK 34/2014”) dated 8 December 2014, the Nomination and Remuneration Committee consists of 3 (three) members. The Committee is led by one of the Independent Commissioners who serves as the Chairman, and its members include one other Commissioner and a human resources manager.

The composition of the Nomination and Remuneration Committee can be found in the following page.

Board of Directors

The Board of Directors is the Company's organ with authority and full responsibility for managing the Company for the interests of the Company, in accordance with the Company's purposes and objectives and representing the Company, both inside and outside the court in accordance with the provisions of the Company's Articles of Association.

Each member of the Board carries out specific duties based on his/her expertise and experience. Moreover, the Board of Directors is also assisted by the Board of Management to support the Company's day-to-day management, decision making and strategic execution, the Board of Directors is assisted by the Board of Management.

Duties and Responsibilities

As specified in the Guideline and Standard Operating Procedure of the Board of Directors (the 'BoD Charter') dated 7 December 2015, the duties and responsibilities of the Board of Directors include the following:

  1. Performing duties and responsibilities with regard to the Company's management in good faith, and with full responsibility and prudence in accordance with the aims and purposes of the Company as specified in the Articles of Association.
  2. Holding the Annual GMS and other GMS as set out in the laws and regulations and the Articles of Association of the Company.
  3. Preparing and maintaining the list of shareholders, special list, minutes of the GMS and minutes of meetings of the Board of Directors.
  4. Preparing and maintaining the Company's annual reports and other financial documents.
  5. In order to support the effective execution of its duties and responsibilities, the Board of Directors may establish committees and is required to evaluate the performance of said committees (if established) at the end of each fiscal year.

Duties and Responsibilities of the Board of Directors

As specified in the Charter, the Board of Directors carries out the following duties and responsibilities:
  • Performing duties and responsibilities with regard to the Company's management in good faith, and with full responsibility and prudence in accordance with the aims and purposes of the Company as specified in the Articles of Association.
  • Holding the Annual GMS and extraordinary GMS as set out in the laws and regulations and the Articles of Association of the Company.
  • Preparing and maintaining the list of shareholders, special list, minutes of the GMS and minutes of meetings of the Board of Directors.
  • Preparing and maintaining the Company's annual reports and other financial documents.
  • In order to support the effective execution of its duties and responsibilities, the Board of Directors may establish committees and is required to evaluate the performance of said committees (if established) at the end of each fiscal year.

The Board of Directors Charter is the following page.

Structure and Composition of the Board of Directors

The current composition of the Board of Directors is the following page.

Board of Management

Matahari's Board of Directors is supported by a Board of Management consisting of senior management professionals who are experts in their respective fields.
The Board of Management carries out specific managerial duties and responsibilities for and on behalf of the Board of Directors. These include but are not limited to the development of the Company's operational, strategic and financial plans and the day-to-day management of their execution. Good governance is guaranteed by the clear lines of control and authority that exist between the Boards of Commissioners and Directors and the Board of Management.

Duties and Responsibilities

The duties and responsibilities of the Board of Management are to, among other matters:

  1. Develop detailed operational and strategic implementation plans, in line with the Company's goals and objectives, for the approval of the Board of Directors and Board of Commissioners.
  2. Develop detailed annual financial plans to reflect the operational and strategic plans.
  3. Manage the Company's financial and human resources to execute the agreed plans.
  4. Provide regular, detailed and timely updates to the Board of Directors and Board of Commissioners on the progress of the execution of the agreed plans.
  5. Record and archive minutes of the General Meeting of Shareholders.
  6. Follow up on any audit findings and recommendations from the Audit Committee, the external auditor and other authorities.
  7. Ensure the implementation of GCG principles in all of Matahari's operations across the entire organization.
  8. Communicate Matahari's strategic human resource policies to employees at all levels, using media that are easily accessible by employees.
  9. Maintain integrity in all reporting and the discharge of other duties and responsibilities to the shareholders.
  10. Protect the interests of all the shareholders in an ethical manner and in compliance with existing laws and regulations.

Management Team Structure and Composition

Brief profiles of Management Team members can be found on the following page.

Corporate Secretary

The Corporate Secretary plays a key role as a mediator between the Company and shareholders, regulators and other stakeholders. The Corporate Secretary is also responsible for monitoring regulatory changes and updates, advising the Board of Directors on compliance with regulations and standards related to the Company's business and the capital market, and ensuring adequate information flow.

Pursuant to Decree of the Board of Directors of the Company regarding the Appointment of Corporate Secretary dated 18 September 2023, Mr. Susanto was appointed as the Corporate Secretary, replacing Mrs. Miranti Hadisusilo who stepped down from her position as the Company's Director of Legal Division and Corporate Secretary.

The Corporate Secretary's profile can be seen below