The BoD is collegially responsible for managing the company and represent the company in and out of the court of law. The BoD must prioritize AEI’s interests in accordance with its purposes and objectives by complying with the applicable laws and regulations and its Articles of Association. In carrying out its roles, the BoD reports to the GMS as the form of accountability over managing the company in accordance with the corporate governance principles.
Legal bases
The legal bases of the establishment and appointment of the company’s BoD are, among others, Law No. 40 of 2007 on Limited-liability company and the FSA Regulation No. 33/POJK.04/2014 of December 8th, 2014 on the Board of Directors and Board of Commissioners of Issuers or Public Companies (“POJK 33”).
BoD Charter
Considering its important role in leading and managing the company, AEI’s BoD formulated the BoD Charter based on the prevailing laws and regulations and the Articles of Association. This charter serves as the guidance for the BoD members in carrying out their duties in an efficient, transparent, and competent manner.
Download BoD Charter
Concurrent position of the BoD
The company’s BoD members can concurrently serve as:
- a BoD member of not more than 1 (one) other issuer or public company;
- a BoC member of not more than 3 (three) other issuers or public companies; and/or
- a committee member of not more than 5 (five) committees at the issuer or public company where he/she also holds a position as a BoD or BoC member.
As at the end of 2023, none of AEI’s BoD members held a position as director at more than two other public companies and/or as a commissioner at more than three other public companies. This practice complies with the provision of POJK 33 and AEI's BoD Charter.
BoD composition
The composition of the company’s BoD is determined by taking into account the company’s condition and the decision-making effectiveness in order to achieve the company’s objectives.
The company’s BoD consists of 6 (six) members. The company also has a Chief Financial Officer, who is responsible for the planning and monitoring on the company’s financial condition, including the preparation of financial statements and the work plans & budgets, as well as coordinating the activities related to the auditor.
In 2023, all members of the BoD were reappointed based on the resolution of the Annual GMS of May 11th, 2023, for the term of service as of the closure of this Annual GMS until the closure of the Annual GMS of 2028.
The composition of the company’s Board of Directors 2023:
Name |
Position |
Basis of Appointment | Dasar Pengangkatan |
Garibaldi Thohir |
President Director |
Annual GMS May 11th, 2023 |
Christian Ariano Rachmat |
Vice President Director |
Annual GMS May 11th, 2023 |
Michael William P. Soeryadjaya |
Director |
Annual GMS May 11th, 2023 |
Mohammad Syah Indra Aman |
Director |
Annual GMS May 11th, 2023 |
Julius Aslan |
Director |
Annual GMS May 11th, 2023 |
Iwan Dewono Budiyuwono |
Director |
Annual GMS May 15th,2024 |
Term of office of BoC members
- The BoD members are appointed by GMS for a term of office starting from the date as determined by the GMS which appoints them until the closure of the fifth AGMS from the date of appointment, without prejudice to the right of the GMS to dismiss at any time.
- Every BoD member may be reappointed for the next term of office.
Duties, responsibilities and authorities of the BoD
- The BoD is responsible for carrying out the management for the company’s interest according to its purposes and objectives as stated in its Articles of Association.
- In performing its duties and responsibilities on the company’s management, the BoD must conduct AGMS and other GMS as stipulated by the applicable laws and regulations and the company’s Articles of Association.
- Each BoD member must carry out their duties in good faith, and with full responsibility and prudence.
The BoD’s duties, authority, and responsibilities are explained in more details in the Articles of Association and stated in the BoD Charter.
The BoD may set up committees to support the effective fulfillment of their duties and responsibilities. In the event that the Board of Directors forms a committee, the Board of Directors must evaluate the committee's performance at the end of each financial year
PT Adaro Energy Indonesia Tbk BoD members are:
Citizenship |
Indonesian |
Age |
58 as at 31 December 2023 |
Education History |
· Bachelor of Business Administration, University of Southern California, USA · MBA, Northrop University, California, USA |
Legal Basis of Appointment at PT Adaro Energy Indonesia Tbk. |
Deed No. 62 of April 18, 2008, and re-appointed based on Deed No. 44 of 22 May 2023 |
Career History |
|
|
|
|
|
Training and Competency Development |
None |
Affiliated Relationship |
Affiliated with the controlling shareholders of PT Adaro Energy Indonesia Tbk. |
Domicile |
Jakarta |
Share Ownership |
6.18% |
Citizenship |
Indonesian |
Age |
51 as at 31 December 2023 |
Education History |
· Bachelor’s degree in industrial engineering, Northwestern University, Illinois, USA |
Legal Basis of Appointment at PT Adaro Energy Indonesia Tbk. |
Deed No. 62 of April 18, 2008, and re-appointed based on Deed No. 44 of 22 May 2023 |
Career History |
|
|
|
|
|
Training and Competency Development |
None |
Affiliated Relationship |
Affiliated with the controlling shareholders of PT Adaro Energy Indonesia Tbk. |
Domicile |
Jakarta |
Share Ownership |
0.05% |
Citizenship |
Indonesian |
Age |
37 as at 31 December 2023 |
Education History |
Bachelor of Arts degree in Business Administration, Pepperdine University, USA |
Legal Basis of Appointment at PT Adaro Energy Indonesia Tbk. |
Extraordinary General Meeting of Shareholders dated 9 February 2022, and re-appointed based on Deed No. 44 of 22 May 2023 |
Career History |
|
|
|
Training and Competency Development |
None |
Affiliated Relationship |
Affiliated with the controlling shareholders of PT Adaro Energy Indonesia Tbk. |
Domicile |
Jakarta |
Share Ownership |
0 |
Citizenship |
Indonesia |
Age |
56 as at 31 December 2023 |
Education History |
· Bachelor’s degree in law, University of Indonesia, Indonesia · LLM (Master of Laws), University of Washington, USA |
Legal Basis of Appointment at PT Adaro Energy Indonesia Tbk. |
Deed No. 62 of April 18, 2008, and re-appointed based on Deed No. 44 of 22 May 2023 |
Career History |
|
|
|
|
|
Training and Competency Development |
None |
Affiliated Relationship |
None |
Domicile |
Jakarta |
Share Ownership |
0 |
Citizenship |
Indonesian |
Age |
60 as at 31 December 2023 |
Education History |
Bachelor’s degree in electrical engineering, National Institute of Science and Technology, Indonesia. |
Legal Basis of Appointment at PT Adaro Energy Indonesia Tbk. |
Deed No. 95 of April 19, 2013, and re-appointed based on Deed No. 44 of 22 May 2023 |
Career History |
|
|
|
|
|
Training and Competency Development |
None |
Affiliated Relationship |
None |
Domicile |
Jakarta |
Share Ownership |
0.03% |
Citizenship |
Indonesian |
Age |
63 as at 31 December 2023 |
Education History |
|
Legal Basis of Appointment at PT Adaro Energy Indonesia Tbk. |
Deed No. 8 June 4, 2024 |
Career History |
|
|
|
|
|
Training and Competency Development |
None |
Affiliated Relationship |
None |
Domicile |
Jakarta |
Share Ownership |
0 |
Citizenship |
Indonesia |
Age |
54 as at 31 December 2023 |
Education History |
Bachelor’s degree in accounting, Atma Jaya Catholic University, 1994 |
Legal Basis of Appointment at PT Adaro Energy Indonesia Tbk. |
Appointed by PT Adaro Energy Indonesia Tbk Board of Director, 1 December 2018 |
Career History |
|
|
Auditor, Public Accounting Firm Prasetio, Utomo & Co |
|
|
Training and Competency Development |
None |
Affiliated Relationship |
None |
Domicile |
Jakarta |
Share Ownership |
0 |