Board of Commissioners - PT Sinar Mas Agro Resources and Technology Tbk (PT SMART Tbk)

Board of Commissioner

The Board of Commissioners (BOC) is an organ of the company that supervises the Board of Directors (BOD) policies and advises the BOD in exercising its management duties.The BOC works in accordance with the company’s Board of Commissioner Charter and the Code of Conduct. The BOC Charter sets out the binding guidelines for every BOC member to perform their duties and responsibilities effectively and in accordance with good corporate governance principles.

In general, the main duties of the BOD are as follows:

Overseeing management policies and executions as well as providing advice to the BOD;
Establishing any committees to support the effectiveness of their duties execution as well as evaluating the performance of each committee;
Holding Annual General Meeting (AGM) and other General Meeting of Shareholders (GMS) in accordance with the prevailing laws and regulations as well as the company’s Articles of Association; and
Taking over the management of the company temporarily in the case the company has no BOD members.

Based on Articles of Association, the BOC shall consist of at least three members, whose appointment and dismissal are carried out through the GMS. The BOC’s service tenure is five years and shall end at the closing of the fifth AGM after the date of the appointment. The BOC member whose tenure has ended, could be reappointed or replaced through the GMS after considering the recommendation from Nomination and Remuneration Committee. An Independent Commissioner who has served for two terms of tenure could be re-appointed for the following terms after he/she declares his/her independency to the GMS.

As resolved at the AGM on 15 Juli 2020, the BOC consists of seven members who hold their position until 2025 AGM. Three of the BOC members are Independent Commissioners. This follows the regulations of the Financial and Services Authority (OJK) and Indonesia Stock Exchange, which require more than 30 percent of BOC members to be Independent Commissioners.

The members of BOC currently are as follow:

Franky Oesman Widjaja

President Commissioner

Muktar Widjaja

Vice President Commissioner

Rafael Buhay Concepcion, Jr.

Vice President Commissioner

Prof. Dr. Susiyati B. Hirawan

Independent Commissioner

Prof. Dr. Teddy Pawitra

Independent Commissioner

Ardhayadi, SE., MA

Independent Commissioner

Ir. Lukmono Sutarto

Commissioner

Age	65 years
Citizenship	Indonesian
Appointment	Annual General Meeting of Shareholders (AGM) on 15 July 2020
Other positions	Member of Nomination and Remuneration Committee of the Company (since 2015) President Commissioner of PT Dian Swastatika Sentosa Tbk (since 2011) President Commissioner of PT Plaza Indonesia Realty Tbk (since 2001) President Commissioner of PT Purimas Sasmita (since 2002) Chairman (since 2000) and Chief Executive Officer (since 1996) of Golden Agri-Resources Ltd. (GAR)
Education	Bachelor of Commerce, Universitas Aoyama Gakuin, Jepang (1979)
Organisational positions	Co-Chairman of Partnership for Indonesia Sustainable Agriculture (PISAgro) Member of Grow Asia Business Council Member of World Economic Forum (WEF): Global Agenda Trustee for World Food Security and Agriculture Sector Vice Chairman Coordinator for Economic Affairs of the Indonesian Chamber of Commerce and Industry (KADIN) Member of the Advisory Board of the Indonesian Palm Oil Association (GAPKI) Member of the Advisory Board of the Indonesian Food Beverage Entrepreneurs Association (GAPMMI) Member of the Advisory Board of the Indonesian Listed Companies Association (AEI) Member of the Advisory Council of the Employers’ Association of Indonesia (APINDO) Chairman of the Board of Trustees of Prasetiya Mulya Foundation
Work experiences	Member of Board of Directors of PT SMART Tbk (1991-2003) Member of Board of Directors of PT Purimas Sasmita (1992-2002) Member of Board of Directors or Board of Commissioners of PT Duta Pertiwi Tbk (1985-2015) Member of Board of Commissioners of PT Bumi Serpong Damai Tbk (1997, 2000-2015) Vice President Commissioner of PT Puradelta Lestari Tbk (1996-2016) Director of PT Plaza Indonesia Realty Tbk (1983-2001)
Affiliation	Mr Muktar Widjaja, Vice President Commissioner PT Purimas Sasmita, majority shareholder GAR, controlling shareholder

Age	68 years
Citizenship	Indonesian
Appointment	Annual General Meeting of Shareholders (AGM) on 15 July 2020
Other positions	President Commissioner of PT Bumi Serpong Damai Tbk (since 2007) President Commissioner of PT Duta Pertiwi Tbk (since 2007) President Commissioner of PT Puradelta Lestari Tbk (since 2001) Executive Director (since 2018) and President (since 2000) of GAR
Education	Bachelor of Commerce, Concordia University, Canada (1976)
Work experiences	Member of Board of Directors of PT SMART Tbk (1992-2008) Member of Board of Directors of PT Duta Pertiwi Tbk (1988-2007) Vice President Director of PT Bumi Serpong Damai Tbk (2006-2007) Vice President Commissioner of PT Dian Swastika Sentosa Tbk (2011-2013) Commissioner of PT Sinar Mas Multiartha Tbk (1985-2005)
Affiliation	Mr Franky Widjaja, President Commissioner GAR, controlling shareholder

Age	56 years
Citizenship	Filipino
Appointment	Annual General Meeting of Shareholders (AGM) on 15 July 2020
Other positions	Member of Nomination and Remuneration Committee of the Company (since 2015) Executive Director (since 2002) and Chief Financial Officer (since 2013) of GAR
Education	Master in Business Management, the Asian Institute of Management, the Philippines (1992) Bachelor of Science in Economics, the University of the Philippines (1988)
Work experiences	Joined the Company in 1997, appointed as a Director in 2004, subsequently appointed as a Commissioner of the Company in 2008 Pilipinas Shell Petroleum Corporation, the Philippines (1992-1997) San Miguel Corporation, the Philippines (1989-1990)
Affiliation	GAR, controlling shareholder

Age	76 years
Citizenship	Indonesian
First Appointment	Annual General Meeting of Shareholders (AGM) on 15 May 2008
Latest Appointment	AGM on 15 July 2020
Other positions	Independent Commissioner (since 2007) and Chairman of Audit Committee (since 2012) of PT Duta Pertiwi Tbk Independent Commissioner (since 2007) and Chairman of Audit Committee (since 2013) of PT Bumi Serpong Damai Tbk Independent Commissioner (since 2013) and Chairman of Audit Committee (since 2015) of PT Puradelta Lestari Tbk Lecturer for the undergraduate and postgraduate (magister and doctoral) degrees, Faculty of Economy and Business, University of Indonesia (since 1972)
Education	Active Professor, Faculty of Economics, University of Indonesia, Jakarta (2006) Doctor of Philosophy in School of Public Policy, University of Birmingham, United Kingdom (1990) Master of Social Science in Development Administration, University of Birmingham, United Kingdom (1982) Diploma in Development of Finance, United Birmingham, United Kingdom (1980) Bachelor in Corporate Economics, Faculty of Economics, University of Indonesia , Jakarta (1972)
Organisational positions	Member of Indonesian Bachelor of Economics Association (ISEI) Member of the University of Indonesia Alumni Association Board Member of the Professors of University of Indonesia
Work experiences	Chairman of the Audit Committee of the Company (2010-2020) Independent Commissioner (2009-2013) and Chairman of the Audit Committee (2010-2013) of PT Dian Swastatika Sentosa Tbk President Commissioner of PT Rekayasa Industri (2004-2010) Member of the Board of Commissioners of PT Danareksa (2004-2008), PERUM PERUMNAS (1999-2004), and PT Pupuk Sriwijaya (1999-2004) Deputy of Economics, Secretary to the Vice President of the Republic of Indonesia (2000-2007) General Director of Financial Institution, Finance Ministry of the Republic of Indonesia (1998-2000) Commissioner of PT (Persero) ASABRI (1993-2008) Head of Bureau of Regional Financial Analysis, Finance Ministry of the Republic of Indonesia (1992-1998) Lecturer, Tarumanagara University, STEKPI (1975-1980), and State Administrative Agency (1990-2000)
Independency statement	Mrs Susiyati B. Hirawan does not have any direct or indirect ownership in the Company’s share; is not affiliated with the Company, the members of the Board of Commissioners or the Board of Directors, or the controlling or majority shareholder of the Company; does not have any direct or indirect business relationship that is related to the Company’s business activities

Age	87 years
Citizenship	Indonesian
First Appointment	Annual General Meeting of Shareholders (AGM) on 20 June 2002
Latest Appointment	AGM on 15 July 2020
Other positions	Chairman of the Nomination and Remuneration Committee of the Company (since 2015) Independent Commissioner (since 2008) and Chairman of the Nomination and Remuneration Committee (since 2015) of PT Bumi Serpong Damai Tbk Independent Commissioner (since 2003) and Chairman of the Nomination and Remuneration Committee (since 2015) of PT Duta Pertiwi Tbk Independent Commissioner of PT Puradelta Lestari Tbk (since 2013) Professor, Postgraduate Programme in Management, Widya Mandala Catholic University, Surabaya (since 2012)
Education	PhD in Economics (Cum Laude), Airlangga University, Surabaya (in cooperation with Erasmus University, Rotterdam) (1985) Master of Business Administration, University of Minnesota, USA (1965) Bachelor of Economics and Business, Airlangga University, Surabaya (1963)
Organisational positions	Member of American Marketing Association (since 1988)
Work experiences	President Director of PT Swadayanusa Kencana Raharja (2001-2022) Adjunct Professor, Postgraduate Programme in Management, Faculty of Economics and Business, University of Indonesia (1990-2019) Chairman of the Audit Committee of PT Bumi Serpong Damai Tbk (2008-2012), PT Duta Pertiwi Tbk (2003-2011), and the Company (2002-2010) Independent Commissioner of PT Pabrik Kertas Tjiwi Kimia Tbk (2002-2007) and PT Indah Kiat Pulp & Paper Tbk (2002-2007) President Commissioner of Bank Internasional Indonesia (1999-2000) Professor, Faculty of Economics, Tarumanagara University (1992-1999) President Director of several companies under Mercedes Benz Indonesia, namely PT Stars Engines Indonesia (1984-1994), PT Lima Satrya Nirwana (1984-1987), PT German Motors Manufacturing (1979-1994), and PT Star Motors Indonesia (1970-1994) Director of PT Gading Mas, Surabaya (1966-1969) Assistant in Public Accountant Drs. Utomo & Mulia (1965-1966)
Independency statement	Mr Teddy Pawitra does not have any direct or indirect ownership in the Company’s share; is not affiliated with the Company, the members of the Board of Commissioners or the Board of Directors, or the controlling or majority shareholder of the Company; does not have any direct or indirect business relationship that is related to the Company’s business activities

Age	71 years
Citizenship	Indonesian
First and Latest appointment	Annual General Meeting of Shareholders (AGM) on 15 July 2020
Other positions	Chairman of the Audit Committee of the Company (since 2020) Independent Commissioner and Chairman of Audit Committee of PT Asuransi Jiwa Sinarmas MSIG (since 2014)
Education	Master of Arts Development Banking, American University, Washington, USA (1986) Bachelor of Economics, major in Accounting, Gadjah Mada University, Yogyakarta (1976) Certified in Risk Governance Professional (CRGP)
Organisational positions	Member of Board Advisory of Economics and Business Faculty, Gadjah Mada University Member of Board Executive of Indonesian Board of Commissioners and Directors
Work experiences	He pursued his carreer in Bank Indonesia as: Deputy Governor (2007-2012) Director of Private and Foreign Banks Supervision Directorate (2007) Head of Europe Region Representative Office in London, United Kingdom (2004-2007) Director of Internal Finance Directorate (2003-2004) Director of State-Owned Banks Audit Directorate (2002-2003) Regional Head of Central Java and Yogyakarta (2001-2002) Director of State-Owned Banks Supervision Directorate (2000-2001) Deputy Director of Private Banks Supervision, Indonesian Banking Restructuring Agency (1997-2000) Technical Team for Restructuring and Recapitulation of National Private Banking (1998-2000) Deputy Director of Private Commercial Banks Supervision (1997-2000)
Independency statement	Mr Ardhayadi does not have any direct or indirect ownership in the Company’s share; is not affiliated with the Company, the members of the Board of Commissioners or the Board of Directors, or the controlling or majority shareholder of the Company; does not have any direct or indirect business relationship that is related to the Company’s business activities.