Investors

Laporan Keuangan
Pengumuman Perusahaan
Dividen
Rapat Pemegang Saham
ESG
Layanan Investor
Tata Kelola
Menjalankan Bisnis Secara Etis
Prinsip GCG
Kebijakan Perusahaan
Dewan dan Komite
Dewan Komisaris
Komite Audit
Komite Nominasi dan Remunerasi
Direksi
Sekretaris Perusahaan
Tim Manajemen

Council-Committee

Board of Commissioners

The Board of Commissioners supervises the management of the Company by providing oversight, guidance, and advice to the Board of Directors. Each member of the Board of Commissioners acts independently in fulfilling their duties and responsibilities to the Company. No Commissioner has family, financial, managerial, and/or shareholding relationships with 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 Charter and Rules of Procedure of the Board of Commissioners of PT Matahari Department Store Tbk ('Board of Commissioners Charter') dated December 7, 2015, and in accordance with Law No. 40/2007 concerning Limited Liability Companies and POJK 33/2014, the duties and responsibilities of the Board of Commissioners include:

  1. Overseeing the implementation of the duties and responsibilities of the Board of Directors, the management of the Company or the Company's business, and providing advice to the Board of Directors, including in joint meetings with the Board of Directors.
  2. Performing duties and responsibilities to oversee the Company in good faith, with full responsibility, and with due diligence.
  3. Establishing an Audit Committee.
  4. Performing Nomination and Remuneration functions. In performing these functions, the Board of Commissioners may establish a Nomination and Remuneration Committee.
  5. Evaluating the performance of committees that assist in the execution of their duties and responsibilities at the end of the fiscal year.
  6. Each member of the Board of Commissioners is jointly and severally liable for losses incurred by the Company due to fault or negligence of the members of the Board of Commissioners in carrying out their duties. However, members of the Board of Commissioners cannot be held accountable for such losses if they can prove that:
    • a. the loss was not caused by fault or negligence;
    • b. they have carried out management in good faith, with full responsibility, and with due diligence for the benefit and in accordance with the aims and objectives of the Company;
    • c. they had no conflict of interest, directly or indirectly, in the management that caused the loss; and
    • d. they have taken action to prevent the occurrence or continuation of the loss.
  7. Together with the Board of Directors, proposing to the GMS the appointment of a Public Accountant to audit the Company's books.
  8. Reviewing, studying and responding to periodic reports and Annual Reports prepared by the Board of Directors, and approving and signing the Annual Report.
  9. Accountability for the execution of duties to shareholders in the GMS.
  10. Together with the Board of Directors, preparing a code of conduct applicable to all members of the Board of Commissioners, members of the Board of Directors, employees/workers, and supporting elements of the Company.
  11. Documenting all minutes of meetings of the Board of Commissioners, joint meetings of the Board of Commissioners with the Board of Directors, and committee meetings under the Board of Commissioners.
  12. Examining and approving business plans and corporate plans.
  13. Ensuring the implementation of the principles of Good Corporate Governance (GCG) at all levels or organizational structures, and overseeing, evaluating, and improving the effectiveness of Good Corporate Governance practices within the Company.

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

  1. Provide temporary dismissal to members of the Board of Directors by stating the reasons and notifying the concerned members of the Board of Directors in writing, and managing the Company under certain circumstances for a certain period specified in the UUPT, Articles of Association, and/or GMS resolutions.
  2. Under certain conditions, the Board of Commissioners is obliged to convene the Annual General Meeting of Shareholders and other GMS in accordance with its authority as stipulated in the laws and regulations and articles of association.

Duties and Responsibilities of the President Commissioner

The President Commissioner has the following specific additional duties:
  1. Coordinating and chairing meetings of the Board of Commissioners; and
  2. Leading the Board of Commissioners in performing the duties and responsibilities of the Board of Commissioners in accordance with applicable laws and regulations.

Structure and Composition of the Board of Commissioners

The current composition of the Board of Commissioners is as follows: page.

Audit Committee

As a supporting body to the Board of Commissioners, the Audit Committee carries out duties and responsibilities to assist the Board of Commissioners in performing its oversight function, with a focus on controlling the Company's internal control system, the quality of financial reports, and the effectiveness of internal audit functions. In addition, the Audit Committee is also responsible for reviewing the Company's business risks and ensuring compliance with applicable laws and regulations in Indonesia.

Audit Committee Charter

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

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

Independence of Audit Committee Members

All members and the chairman of the Audit Committee are independent parties whose appointments are based on capacity, educational qualifications, and professional background. They have no family or business relationship with members of the Board of Commissioners or Directors, or major shareholders, and have no financial relationship with the Company other than the compensation they receive for performing 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, concerning the Establishment and Guidelines for the Implementation of the Work of the Audit Committee.

Structure and Composition of the Audit Committee

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

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

Nomination and Remuneration Committee

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

Nomination and Remuneration Committee Charter

The Nomination and Remuneration Committee has a Charter established on June 22, 2020. The Charter serves as a work guideline for the Committee in carrying out its duties and responsibilities and is available on the Company's website at the following link page.

Independence of the Nomination and Remuneration Committee

All members of the Nomination and Remuneration Committee carry out their duties and responsibilities professionally and independently, free from the intervention of any party, and in accordance with applicable laws and regulations. In addition, in accordance with POJK 34/2014, committee members have no family relationships, business relationships, and relationships with other members of the Board of Commissioners, members of the Board of Directors, or major shareholders as required in POJK 34/2014.

Composition and Structure of the Nomination and Remuneration Committee

In accordance with OJK Regulation No. 34/POJK.04/2014 ("POJK 34/2014") dated December 8, 2014, the Nomination and Remuneration Committee consists of 3 (three) members. The Committee is chaired by one of the Independent Commissioners who acts as Chairman, and its members include another Commissioner and a human resources manager.

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

Board of Directors

The Board of Directors is the organ of the Company that has the full authority and responsibility for the management of the Company for the benefit of the Company, in accordance with the Company's aims and objectives and represents the Company, both in and out of court in accordance with the provisions of the Company's Articles of Association.

Each member of the Board of Directors has specific duties based on their expertise and experience. In addition, the Board of Directors is also assisted by the Management Board to support the Company's day-to-day management, decision-making, and strategic execution. The Board of Directors is assisted by the Management Board.

Duties and Responsibilities

As stipulated in the Board of Directors Standard Operational Guidelines and Procedures (Board of Directors Charter) dated 7 December 2015, the duties and responsibilities of the Board of Directors include the following:

  1. To carry out duties and responsibilities regarding the management of the Company in good faith, with full responsibility and prudence in accordance with the aims and objectives of the Company as stipulated in the Articles of Association.
  2. To convene Annual GMS and other GMS as stipulated in statutory regulations and the Company's Articles of Association.
  3. To prepare and maintain a list of shareholders, a special register, minutes of GMS, and minutes of Board of Directors meetings.
  4. To prepare and maintain the Company's annual report and other financial documents.
  5. To support the effective performance of its duties and responsibilities, the Board of Directors may form committees and is required to evaluate the performance of these committees (if formed) at the end of each fiscal year.

Duties and Responsibilities of the Board of Directors

As determined in the Charter, the Board of Directors carries out the following duties and responsibilities:
  • To carry out duties and responsibilities regarding the management of the Company in good faith, with full responsibility and prudence in accordance with the aims and objectives of the Company as stipulated in the Articles of Association.
  • To convene Annual GMS and Extraordinary GMS as referred to in statutory regulations and the Company's Articles of Association.
  • To prepare and maintain a list of shareholders, a special register, minutes of GMS, and minutes of Board of Directors meetings.
  • To prepare and maintain the Company's annual report and other financial documents.
  • To support the effective performance of its duties and responsibilities, the Board of Directors may form committees and is required to evaluate the performance of these committees (if formed) at the end of each fiscal year.

The Board of Directors Charter is as follows: page.

Structure and Composition of the Board of Directors

The current composition of the Board of Directors is as follows: page.

Management Team

Matahari's Board of Directors is supported by a Management Board consisting of senior management professionals who are experts in their respective fields.
The Management Board carries out certain managerial duties and responsibilities for and on behalf of the Board of Directors. These duties and responsibilities 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 implementation. Good governance is ensured by clear lines of control and authority between the Board of Commissioners and the Board of Directors and the Management Board.

Duties and Responsibilities

The duties and responsibilities of the Management Board include:

  1. To develop detailed operational and strategic implementation plans, in line with the Company's goals and objectives, for approval by the Board of Directors and Board of Commissioners.
  2. To develop detailed annual financial plans to reflect the operational and strategic plans.
  3. To manage the Company's financial and human resources to execute the agreed plans.
  4. To provide regular, detailed, and timely updates to the Board of Directors and Board of Commissioners on the progress of the implementation of the agreed plans.
  5. To record and archive minutes of General Meetings of Shareholders.
  6. To follow up on all audit findings and recommendations from the Audit Committee, external auditors, and other authorities.
  7. To ensure the implementation of GCG principles in all Matahari operations throughout the organization.
  8. To communicate Matahari's strategic human resource policies to employees at all levels, using media accessible to employees.
  9. To maintain integrity in all reporting and performance of duties and other responsibilities to shareholders.
  10. To protect the interests of all shareholders in an ethical manner and in compliance with applicable laws and regulations.

Structure and Composition of the Management Team

A brief profile of the Management Team members can be found on the following link page.

Corporate Secretary

The Corporate Secretary plays an important role as a mediator between the Company and its 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 capital markets, and ensuring adequate information flow.

Based on the Company's Board of Directors Decree regarding the Appointment of Corporate Secretary dated September 18, 2023, Mr. Susanto was appointed as Corporate Secretary, replacing Mrs. Miranti Hadisusilo who resigned from her position as the Company's Head of Legal Division and Corporate Secretary.

The profile of the Corporate Secretary can be seen below