The General Meeting of Shareholders (“GMS”) is the highest decision making forum for the company’s shareholders. The GMS is the shareholders’ platform to rightfully obtain information, voice opinions, ask questions, and cast votes related to the company’s business interest. For a public company, the arrangement of GMS is stipulated by the company’s article of association and the Regulation of Financial Services Authority No.15/POJK.04/2020 concerning the Planning and Organizing General Meeting of Shareholders of Public Company ("POJK 15") and the Regulation of Financial Services Authority No. 16/POJK.04/2020 on the Implementation of General Meeting of Shareholders of Publicly Listed Companies by Electronic Means ("POJK 16").
2020 Annual General Meeting of Shareholders
AE’s 2020 Annual GMS (“AGMS”) was held on May 20, 2020 at Menara Karya, Jl. HR Rasuna Said, Blok X-5, Kav. 1-2, Jakarta 12950
Following the Gubernatorial Regulation No. 33 of 2020 on on the Implementation of Large-Scale Social Limitation in the Handling of Corona Virus Disease 2019 (Covid-19) within the Special Capital Region of Jakarta and the Special Condition as determined by the Financial Services Authority by way of its letter No. S-124/D.04/2020 on the Special Condition in the Implementation of the General Meetings of Shareholders of Publicly Listed Companies by Electronic Means, the Meeting was held electronically whereby physical attendance limitation applied to some shareholders or shareholders’ proxies, in compliance with article 9 of POJK 16
The AGMS was attended by valid shareholders or shareholder proxies composing 24,044,227,620 shares or 75.17% of 31,985,962,000 shares of AE and by the members of the Board of Commissioners and the Board of Directors attending the Meeting, either by physical attendance of by proxies:
Board of Commissioners
| Edwin Soeryadjaya | President Commissioner |
| Ir. Theodore Permadi Rachmat | Vice President Commissioner |
| Dr. Ir. Raden Pardede | Independent Commissioner |
| Mohammad Effendi | Independent Commissioner |
Board of Directors
| Garibaldi Thohir | President Director |
| Chia Ah Hoo | Director |
| Mohammad Syah Indra Aman | Director |
| Julius Aslan | Director |
The Company’s Chief Financial Officer, Lie Luckman, also attended the Meeting. The Company’s Commissioner Arini Saraswaty Subianto and Vice President Director Christian Ariano Rachmat were unable attend the AGMS due to an engagement that could not be postponed or represented.
The AGMS was led by AE’s Independent Commissioner, Mohammad Effendi, who was appointed by the BoC based on the BoC’s Decision dated May 18, 2020.
The Company’s shareholders were given the opportunity to raise questions by sending the questions relevant to the Meeting’s Agenda through email to corsec@adaro.com. The questions considered relevant to the Meeting Agenda would be read in the Meeting. Furthermore, prior to making the resolutions, the Meeting Chairperson offered the opportunity to the shareholders or their proxies who were physically present to submit questions and/or opinions on the Meeting agenda being discussed. On the First Agenda there was a question from 1 (one) shareholder, while on the other agenda, there were no shareholders or shareholders’ proxies who asked questions. All questions raised by the shareholders were answered and explained by the BoD member(s) and recorded.
The Company’s shareholders may granted authority by electronic means to attend and raise votes in the Meeting through KSEI’s Electronic General Meeting System or eASY KSEI at https://akses.ksei.co.id provided by PT Kustodian Sentral Efek Indonesia (“KSEI”). The shareholders or shareholders’ proxies who physically attended the Meeting may submit votes by filling out the voting cards provided.
The resolutions were made under deliberation for consensus mechanism; however, in the case that any of the shareholders or shareholders’ proxies disagreed or abstained, the resolutions were made by voting through the collection of voting cards.
The vote counting process and procedures were stipulated in the AGMS procedure and read by the Meeting Chairman at the beginning of the AGMS. AE appointed Notary Humberg Lie, S.H., S.E., Mkn, and the Company’s share registrar, PT Ficomindo Buana Registrar, as independent parties to count and/or validate the votes at the AGMS. The vote count was recorded in the summary minutes of the AGMS.
The summary minutes of the AGMS, which includes the schedule and procedures for final dividend payment as the implementation of the second agendum of the AGMS, was announced two working days after the AGMS in the IDX website and AE website on May 27, 2020.
The 2020 Summary Minutes of the AGMS can be found on the table below.