10 Consolidated Financial
Statements 09
Cross Reference of Annual Report
Award 2016 Criteria 08
Corporate Social Responsibility
07 Integrated Corporate
Governance 06
Corporate Governance
4. Appoint ARDAN ADIPERDANA as Commissioner of the Company. The expiration of the term of office of the appointed members of the Board of Directors is until the
adjournment of the fifth Annual GMS since the appointment, by considering the rules and regulations of the capital markets and without reducing the right of the GMS of the Company for dismissal at any time.
5. To transfer the appointment of WIMBOH SANTOSO who is appointed based on the resolution of the 2015 Extraordinary GMS of the Company from the President Commissioner of the Company to President
Commissioner and Independent Commissioner of the Company with the term of office of the remaining term of the office as set out in the resolution of the Extraordinary GMS.
Notes: Bank Mandiri did not continue the GMS resolution due to the unmet provision of six months cooling off period. Therefore, the concurrent position as President Commissioner and Independent
Commissioner shall not be effective.
6. With the dismissal, appointment and transfer of position of members of Board of Directors and members of Board of Commissioners, the composition of members of Board of Directors and Board of
Commissioners of the Company is as follows:
Board of Directors
President Director: Mr. Kartika Wirjoatmodjo; Vice President Director: Mr. Sulaiman A. Arianto;
Director : Mr. Ogi Prastomiyono; Director : Mr. Pahala N. Mansury;
Director : Mr. Hery Gunardi; Director : Mr. Tardi;
Director : Mr. Ahmad Siddik Badruddin; Director : Ms. Kartini Sally;
Director : Mr. Royke Tumilaar; Director : Mr. Rico Usthavia Frans;
Board of Commissioners
President CommissionerIndependent Commissioner : Mr. Wimboh Santoso; Deputy Chief Commissioner: Mr. Imam Apriyanto Putro;
Independent Commissioner : Ms. Aviliani; Independent Commissioner: Mr. Goei Siauw Hong.
Independent Commissioner: Mr. Bangun S. Kusmulyono; Independent Commissioner: Mr. Abdul Aziz;
Commissioner : Mr. Askolani; Commissioner : Mr. Suwhono;
Commissioner : Mr. Ardan Adiperdana.
7. To grant the power and authority to the Board of Directors of the Company with substituting right to perform all necessary acts in relation to the resolution of such agenda in accordance with the prevailing
laws and regulations, including preparation of a separate Notary Deed and announce the composition of the members of the Board of Directors and Board of Commissioners of the Company to the Ministry
of Justice and Human Rights, and ask the Financial Services Authority to perform Fit Proper Test to the candidates for the member of Board of Directors and Board of Commissioners of the Company following
the prevailing regulations.
Realization Year 2016
Previous AGMS Resolutions and Its Realization
1. AGMS March 6, 2015 Agenda
Resolutions Realization
Date Description
Approval of the Annual Report and Approval of
the Consolidated Financial Statements, Approval of
Report on Supervisory Duties of the Board of Commissioners
and Approval of the Annual Report on the Implementation
of Partnership and Environmental Development
Program for the fiscal year ending on December 31, 2014
1. To approve the Company’s Annual Report, including Report on Supervisory Duties conducted by BOC for the fiscal year ending
on December 31, 2014, and approve the Consolidated Financial Statements for the fiscal year ending on December 31, 2014 as
audited by the Public Accounting Form KAP TANUDIREDJA, WIBISANA Partners, with an “unqualified” opinion as reflected
in its report dated February 2, 2015, and with the approval of the Annual Report, the Report on Supervisory Duties by BOC and
the Consolidated Financial Statements for the fiscal year ending on December 31, 2014, the GMS fully released and discharged
volledig acquit et de charge all BOC and BOD members who held their offices during the aforementioned fiscal year to the
extent that their acts did not constitute criminal offenses and such acts were reflected in the Company’s Annual Report and
Consolidated Financial Statements.
2015 Implemented
03 Company at a Glance
04 Management Discussion and
Analysis on Companys Performance 05
Review of Business Support Function
01 Main Highlights
02 Management Report
Agenda Resolutions
Realization Date
Description
2. To approve the Annual Report on the Implementation of Partnership and Environmental Development Program for the
fiscal year ending on December 31, 2014 as audited by KAP TANUDIREDJA, WIBISANA Partners. With an “unqualified
opinion” as reflected in its report dated February 20, 2015, and with the approval of the Company’s Annual Report for
the said fiscal year and the approval of the Annual Report on the Implementation of Partnership and Environmental
Development Program for the same fiscal year, the GMS fully released and discharged volledig acquit et de charge all BOC
and BOD members from the management and supervision conducted during the fiscal year ending on December 31, 2014
to the extent that their acts did not constitute criminal offenses and such acts were reflected in the Company’s Annual Report
and Annual Report on the Implementation of Partnership and Environmental Development Program for the fiscal year ending
on December 31, 2014
2015 Implemented
Approval of the Company’s allocation of net profit for
the fiscal year ending on December 31, 2014;
1. To approve and set out the Company’s allocation of consolidated net profit in FY 2014 amounting to
Rp19,871,873,276,792.6 nineteen trillion eight hundred seventy-one billion eight hundred seventy-three million two
hundred seventy-six thousand seven hundred ninety-two rupiahs and sixty cents as follows:
a As much as 25 of the Company’s net profit for the period
January 1-December 31, 2014, or Rp 4,967,968,319,198.15 four trillion nine hundred sixty-seven billion nine hundred
sixty-eight million three hundred nineteen thousand one hundred ninety-eight rupiahs and fifteen cents to be
distributed as cash dividends to the shareholders.
b To grant the authority and power with the right of substitution to BOD to establish procedures for dividend
payment in accordance with the applicable regulations. 2015
Implemented 2. As much as 13.20 of the Company’s net profit for
the period January 1– December 31, 2014, or totaling Rp2,622,936,000,000.36 two trillion six hundred twenty-two
billion nine hundred thirty-six million Rupiahs and thirty-six cents to be set aside as Reserves to support investment.
3. The rest of the Company’s net profit from FY 2014, after allocation for dividend payments and Reserves as mentioned
in point 1 and 2, is designated as Retained Earnings.
Appointment of a Public Accounting Firm to audit
the Company’s Financial Statements and the Annual
Report on the Implementation of Partnership and
Environmental Development Program for the fiscal year
ending on December 31, 2015. • To grant the authority as specified in Article 11 paragraph 2
letter c of the Articles of Association stipulating that “In the Annual GMS, a Public Accounting Firm shall be appointed to
audit current Company’s books based on recommendation from the Board of Commissioners” to BOC to choose an Accounting
Firm that will audit the Company’s Consolidated Financial Statements and Annual Report on the Implementation of
Partnership and Environmental Development Program for the fiscal year ending on December 31, 2015, including to
determine the fee and other requirements for such Accounting Firm, including to choose a substitute Accounting Firm in the
event that the Accounting Firm appointed and chosen, due to any reasons, cannot complete the audit of the Company’s
Consolidated Financial Statements and Annual Report on the Implementation of Partnership and Environmental Development
Program for 2015.
2015 Implemented
Determining the salaries of BOD, honorarium of BOC
and bonuses as well as other benefits for all members of
BOC and BOD To grant the power and authority to BOC with prior approval from
the Shareholder of Series A Dwiwarna to decide the amount of bonuses paid to members of BOC and BOD serving in FY 2014
and to determine the amount of salaries, honorarium, and other benefits, including allowances and facilities, for BOC and BOD
members in 2015. 2015
Implemented
10 Consolidated Financial
Statements 09
Cross Reference of Annual Report
Award 2016 Criteria 08
Corporate Social Responsibility
07 Integrated Corporate
Governance 06
Corporate Governance
Agenda Resolutions
Realization Date
Description Amendments to the
Company’s Articles of Association in connection
with the provisions of i Regulation of the Financial
Services Authority POJK No. 32POJK.042014 on
Planning and Holding a Public Company’s General Meeting of
Shareholders, and ii POJK No. 33POJK.042014 concerning
Board of Directors and Board of Commissioners of an Issuer
or Public Company 1. To approve the amendments to Company’s Articles of
Association conforming to POJK No. 32POJK.042014 concerning Planning and Holding a Public Company’s General
Meeting of Shareholders and POJK No. 33POJK.042014 concerning Board of Directors and Board of Commissioners of
an Issuer or Public Company.
2. To approve the reconstitution of all provisions in the Articles of Association which relate to the amendments referred to in
point no. 1 of the resolutions above. 3. To grant the power and authority with the right of substitution
to BOD to take the necessary acts pertaining to the resolutions on the Meeting’s agenda, including to reconstitute and
restate all Articles of Association pursuant to the resolutions mentioned on point 2 two into a Notarial Deed and thereafter
to submit the same to the competent authority for approval andor receipt of notification concerning amendments to the
Company’s Articles of Association, and to conclude all matters as deemed necessary and useful for such purpose without any
exception, including making any addition andor change in the amendments of the Articles of Association, if required by the
competent authority. 2015
Implemented
Approval of changes in the members of the Company’s
BOC and BOD 1. To honorably discharge BOC and BOD members ending their
tenure on the closing of the Meeting with deepest gratitude for their great contributions in their respective capacity as BOC and
BOD members.
2015 Implemented
2. To accept the resignation of Mr. Mahmuddin Yasin from his tenure as the Chief Commissioner pursuant to his letter dated
March 10, 2015 with deepest gratitude for his contributions in his capacity as a member of BOC.
3. To honorably discharge Mr. Anton Hermanto Gunawan as an Independent Commissioner effective from the closing of the
Meeting with deepest gratitude for his great contributions in his capacity as a member of Company’s BOC.
4. To appoint: Members of the Company’s BOC
a. Mr. Darmin Nasution as Chief Commissioner; b. Mr. Imam Apriyanto Putro as Deputy Chief Commissioner;
c. Mr. Goei Siauw Hong as Independent Commissioner; d. Mr. Suwhono as Commissioner;
e. Mr. Bangun S. Kusmulyono as Independent Commissioner; f. Ms. Cahaya Dwi Rembulan Sinaga as Independent
Commissioner; Members of the Company’s BOD
a. Mr. Sulaiman Arif Arianto as Vice President Director; b. Mr. Pahala Nugraha Mansury as Director;
c. Ms. Kartini Sally as Director; d. Mr. Kartika Wirjoatmodjo as Director;
e. Mr. Ahmad Siddik Badruddin as Director; f. Mr. Tardi as Director;
03 Company at a Glance
04 Management Discussion and
Analysis on Companys Performance 05
Review of Business Support Function
01 Main Highlights
02 Management Report
Agenda Resolutions
Realization Date
Description
The appointment of BOC and BOD members was declared effective following approval from the OJK based on the Fit
and Proper Test and upon compliance with the applicable legislation, except for the appointment of Mr. Pahala Nugraha
Mansury which was effective as of the closing of this Meeting. The tenure of the appointed members of BOC and BOD shall
end by the closing of the fifth Company’s Annual GMS as of their appointment without prejudice to the rights of the Meeting to
dismiss any of them at any time.
To re-assign Mr. Abdul Aziz from Commissioner to Independent Commissioner post for the remainder of his tenure as a
Commissioner. Therefore, upon the closing of the Meeting, the members of the Company’s BOC and BOD shall be as follows:
Board of Commissioners
• President Commissioner: Mr. Darmin Nasution • Deputy Chief Commissioner: Mr. Imam Apriyanto Putro
• Independent Commissioner: Ms. Aviliani • Independent Commissioner: Mr. Goei Siauw Hong
• Commissioner: Mr. Suwhono • Independent Commissioner: Mr. Abdul Aziz
• Commissioner: Mr. Askolani • Independent Commissioner: Mr. Bangun S. Kusmulyono
• Independent Commissioner: Ms. Cahaya Dwi Rembulan
Sinaga
Board of Directors
• President Director: Mr. Budi Gunadi Sadikin • Vice President Director: Mr. Sulaiman Arif Arianto
• Director: Mr. Royke Tumilaar • Director: Mr. Hery Gunardi
• Director: Mr. Sentot A Sentausa • Director: Mr. Ogi Prastomiyono
• Director: Mr. Pahala Nugraha Mansury • Director: Ms. Kartini Sally
• Director: Mr. Kartika Wirjoatmodjo • Director: Mr. Ahmad Siddik Badruddin
• Director: Mr. Tardi 2015
Implemented
5. To grant the power and authority with the right of substitution to BOD to take all the necessary acts relating to the resolutions
on the Meeting’s agenda in line with the applicable legislation, including stating changes in the membership of BOC and
BOD in a Notarial Deed and notifying the Ministry of Law and Human Rights of the Republic of Indonesia of the BOC and BOD
membership as well as requesting the OJK to conduct a Fit and Proper Test for appointed Board’s members in accordance with
the applicable legislation.
10 Consolidated Financial
Statements 09
Cross Reference of Annual Report
Award 2016 Criteria 08
Corporate Social Responsibility
07 Integrated Corporate
Governance 06
Corporate Governance
2. EGMS December 18, 2015 Agenda
