Mandiri Tunggal Sejahtera’s Company Policy

This Company Policy only applies between Mandiri Tunggal Sejahtera, hereinafter referred to as “Company“, with all Company’s Stakeholders and Company’s Board of Commissioners. “Service” means all activities provided and facilitated by the Company in the Company’s business activities and / or on behalf of the Company. Other parties other than those mentioned are not entitled to obtain this Company Policy, unless permitted by the Company.

Independence Statement

The Board of Commissioners are committed to carrying out its duties and responsibilities, utilising rights and fulfilling its obligations independently without being hit by interests that could harm the Company and other stakeholders.

Composition of the Board of Commissioners and Advisory Board of Commissioners

Based on the General Meeting of Stakeholders (GMS) on May 1, 2019, the composition and structure of the Board of Commissioners and the Board of Commissioners’ Advisory Board during the 2019 financial year are:

Figure 1. composition and structure of the Board of Commissioners and Advisory Board of Commissioners

Description of the Board of Commissioners’ Duties, Authorities and Responsibilities

These roles, duties, authority and obligations of the Board of Commissioners are regulated in the Articles of Association. Every member of the Mandiri Tunggal Sejahtera’s Company Board of Commissioners must read and comply with these provisions. Obligations of the Board of Commissioners, including:

  1. Supervise management policies, generally manage both the Company and the Company’s business as well as advise the Board of Directors, including oversight of the implementation of the Company’s work plan and the provisions of the Articles of Association and the Decision of the General Meeting of Shareholders, as well as applicable legislation, to the interests of the Company and in accordance with the purposes and objectives of the Company.
  2. Carry out duties, authority, and responsibilities in accordance with the provisions of the Company’s Articles of Association and resolutions of the GMS.
  3. Research and review the annual reports prepared by the Directors and sign the report.
  4. Implement the interests of the Company by taking into account the interests of shareholders and being responsible to the GMS.
  5. Establish committees other than the Audit Committee – if deemed necessary – by taking into account the Company’s capabilities.

Implementation of Duties and Responsibilities of the Board of Commissioners

Throughout 2019, the Board of Commissioners has carried out its duties and responsibilities including:

  1. Supervise operational management with the Directors.
  2. Providing advice to the Directors.
  3. Make a visit to see directly the management of the Company.

Board of Commissioners Meeting

Board of Commissioners meetings are held through direct meetings with the Directors. The things generally discussed at the Board of Commissioners’ meetings include material on the performance and development of the company, both financially and operationally. This meeting also functions as a forum where each member has the right to voice his opinion in order to reach a collective decision.

Independent Commissioner

Based on Company Regulations, Independent Commissioners part of members of the Board of Commissioners. Independent Commissioners have the following appointment criteria:

  1. Not a person who works for Issuers and Public Companies and has the authority and responsibility to plan, lead, or control and supervise the activities of Issuers or Public Companies within the last 6 (six) months;
  2. Do not have shares directly or indirectly with the Issuer or Public Company;
  3. Has no Affiliation with the Issuer or Public Company, members of the Board of Commissioners, members of the Board of Directors or Major Shareholders of the Issuer and Public Company;
  4. Do not have a business relationship either directly or indirectly related to the business activities of the Issuer or Public Company.

Board of Commissioners Advisory Board

Based on Company Regulations, the Board of Commissioners Advisory Board is part of the Board of Commissioners. The Board of Commissioners’ Advisory Board has the following appointment criteria:

  1. Not a part of the Composition and Structure of the Board of Commissioners;
  2. Appointed as a representative of a body, group or entity that is related to coaching, development, prosperity of Company Services.

Directors

Company Directors are responsible Organ Organizations and act collectively as a whole. The position of each member of the Board of Directors and President Director is equal. The President Director acts as primus inter pares in coordinating the activities of the Board of Directors. The Board of Directors is the authorized organ of the Company, fully responsible and acts collectively as a whole for the management of the Company. The Board of Directors acts in the interests of the Company in accordance with the aims and objectives of the Company and represents the Company, both inside and outside the court in accordance with the provisions of the Articles of Association. Members of the Board of Directors are appointed and dismissed through a GMS for a certain period of time and can be appointed again

Independence Statement

Referring to article 10 paragraph (5) of the Company’s Articles of Association, the Board of Directors carries out its duties independently and there is no interference from other parties that are contrary to the laws and regulations. Between members of the Board of Directors and between members of the Board of Directors and members of the Board of Commissioners there is no family relationship, either direct family relations, or family relationships due to marriage.

Board of Directors Composition – Board of Directors Official

The official of the Board of Directors who is authorized in accordance with the GMS May 1, 2019 is Mr. Fransiscus.

Description of the Board of Directors’ Duties, Authorities and Responsibilities

In carrying out its duties to achieve the aims and objectives of the Company, the Board of Directors is fully responsible to the Shareholders. In accordance with the provisions contained in the Articles of Association of the Company, the main duties, authority and obligations of the Board of Directors include:

Carry out all actions relating to the management of the Company for the benefit of the Company and in accordance with the purposes and objectives of the Company and represent the Company both inside and outside the court.

The Board of Directors is authorized:

  1. Establish Company management policies.
  2. Regulate the surrender of the Board of Directors’ power to someone or several members of the Board of Directors to make decisions on behalf of the Board of Directors or represent the Company inside and outside the court.
  3. Regulate employment.
  4. Appoint and dismiss Company employees.
  5. Appoint and dismiss the Corporate Secretary.
  6. Take all other actions and actions regarding the management and ownership of the Company’s assets, as well as the Company’s relationship with other parties.
  7. In good faith and full responsibility, each member of the Board of Directors carries out duties for the interests and business of the Company by complying with applicable laws and regulations.

Board of Directors Meeting

Directors’ meetings are held through direct meetings of members of the Board of Directors. The things that are generally discussed at the Board of Directors meeting include material on the performance and development of the company, both financially and operationally. This meeting also functions as a forum where each member has the right to voice his opinion in order to reach a collective decision.

This policy is published, edited, last aired in accordance with the Usage Policy and the User Privacy Protection Policy Site on the official PopIt Snack® website dated Wednesday, 01 May 2019.