- 77 - 7
See Note 38 to our Consolidated Financial Statements for further details on our contractual commitments. In addition to the above contractual obligations, as of December 31, 2013, we had long-term liabilities for pension benefit and other post-employment benefits
and long service awards. In 2013, we contributed Rp471 billion to our other post-employment benefits plan and Rp182 billion to our defined benefit pension plan. See Note 33 to our Consolidated Financial Statements.
G. SAFE HARBOR
All information that is not historical in nature disclosed under “Off-Balance Sheet Arrangements” and “Tabular Disclosure of Contractual Obligations” is deemed to be a forward-looking statement. See “Forward-Looking Statements.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. DIRECTORS AND SENIOR MANAGEMENT
In accordance with Indonesian law, we have a Board of Commissioners and a Board of Directors. These boards are separate, and no individual may be a member of both boards. The members of the Board of Commissioners and Board of Directors are elected and
dismissed by shareholders’ resolutions at a GMS. As stated in the Articles of Association, to be elected, candidates must be nominated by the Government as holder of the Series A Dwiwarna share. The term of office for each Commissioner and Director is five years
from the date of hisher election, unless the date of expiration of the term of office falls on a day other than a business day, in which case such term of office shall expire on the following business day. Shareholders, through an AGMS or an EGMS, have the right to
discharge a Commissioner or Director at any time before the expiration of hisher term of office.
Board of Commissioners
The Board of Commissioners is responsible for supervising and providing advice to the Board of Directors. The Board of Commissioners consists of six members, one of whom is designated the President Commissioner. In accordance with OJK regulations
and IDX rules which require 30 of our Board of Commissioners to be independent, the following Commissioners have been designated as our Independent Commissioners: Johnny Swandi Sjam and Virano Gazi Nasution. The principal duty of such
Independent Commissioners, in addition to exercising supervision, is to represent the interests of the minority shareholders.
As of December 31, 2013, the Board of Commissioners consisted of six members as listed below:
Name Age
Commissioner Since Position
Jusman Syafii Djamal 59
2011 President
Commissioner Hadiyanto
51 2012
Commissioner Parikesit Suprapto
62 2012
Commissioner Gatot Trihargo
53 2013
Commissioner Johnny Swandi Sjam
53 2011
Independent Commissioner
Virano Gazi Nasution 45
2012 Independent
Commissioner
Jusman Syafii Djamal
Jusman Syafii Djamal has served as our President Commissioner since January 1, 2011. Currently, he also serves as President Commissioner Independent at PT Cardig Aero Services Tbk, as President Commissioner Independent at PT Toba Bara Sejahtera
Tbk., as President Commissioner Independent at PT Mandala Airline Tbk, and as Chairman at Matsushita Gobel Foundation. Since May 20, 2011, he is by appointment of the President of the Republic of Indonesia, a member of the National Innovation Committee a
think tank of the President of the Republic Indonesia on Innovation Policy. Previously, Mr. Djamal was the Minister of Transportation for the “Indonesia Bersatu Pertama” cabinet 2007-2009 and concurrently a member of the National Transportation
Safety and Security Evaluation Team 2007 founded to evaluate and find the “root causes” of accidents in ShippingMarine, Railways and Highways transportation. He has vast experience in aircraft industry management due to exposures to a variety of
strategic positions: as the President Director of PT Dirgantara Indonesia 2000-2002, as Director of Human Resources of PT IPTN 1999-2000, as Director of Helicopters, Defense Technology and Satellite 1996-1999, as Chairman of PT IPTN’s Restructuring
Program Implementation team 1998-2001, and as Chief Project Engineer for N250 Development Constructional Design 1989- 1995. As a professional aerodynamics engineer with twenty years of experience in Computational Aerodynamics and Configuration
Development, he holds, an Intellectual Property Right Patent No.ID 0 021 669 for electronic-based Flight Control Systems issued on
- 78 - August 15, 2008 together with the late Bambang Pamungkas. He was awarded the Nararya Dedicational Award from the Republic of
Hadiyanto has served as our Commissioner since May 11, 2012. Currently, he also serves as Director General of State Treasury at the Ministry of Finance of the Republic of Indonesia. He has assumed, among other positions, Head of the Legal Bureau, Secretariat
General of the Ministry of Finance and was the Alternate Executive Director at the World Bank, Washington D.C., US. He was the President Commissioner of PT Garuda Indonesia Tbk. 2007-2012 and President Commissioner of PT Bank Export Indonesia 2007-
2009. He holds a Bachelor’s degree in Law from the University of Padjadjaran, Bandung, a Master of Law Degree “LLM” from Harvard University Law School, USA, and a PhD. in Law from the University of Padjadjaran, Bandung.
Parikesit Suprapto
Parikesit Suprapto has served as our Commissioner since May 11, 2012. Previously he was the Deputy of Business Services at the Ministry of SOE 2010-2012, Deputy Head of Banking and Finance Industry at the Ministry of SOE 2008-2010 and Advisor to the
Minister of SOE for Small Business Sector 2006-2008. He was a Commissioner of PT Indosat Tbk 2011-2012 and a Commissioner of PT Bank Negara Indonesia Persero Tbk. He earned a Bachelor’s degree in Corporate Economics from Sekolah
Tinggi Manajemen Industri, Jakarta 1980, a Master’s degree in Economic Development from Indiana University, Indiana, USA 1990 and a PhD degree in Development Economics from the University of Notre Dame, Indiana, USA 1995.
Johnny Swandi Sjam
Johnny Swandi Sjam has served as our Independent Commissioner since January 1, 2011. Currently he is also the Chairman of the Standing Committee on Infrastructure and Telecommunications Services at the Indonesian Chamber of Commerce and Industry
“KADIN”. He previously served, among other positions, as a Commissioner at PT Inti Limited 2010-2011, the President Director of PT Indosat Tbk. 2007-2009, the Director of PT Indosat Tbk. 2005-2007, the President Director of Satelindo 2002-2003, and
several other important positions at subsidiaries of Indosat like Satelindo, Sisindosat and Intikom 1997-2002. He holds a Diploma III in Computer Engineering from Bandung Institute of Technology, a Diploma IV from Sekolah Tinggi Manajemen Industri of the
Department of Industry of Indonesia, a Bachelor’s degree in Informatics Management from Gunadarma University, Jakarta, and a Master’s degree in Business Policy and Administration from the University of Indonesia, Jakarta.
Virano Gazi Nasution
Virano Gazi Nasution has served as our Independent Commissioner since May 11, 2012. He was previously the Commercial Director of PT Indonesia Comnet Plus, a subsidiary of PT PLN Persero 2009-2012, Advisor to the Minister of Communications and
Informatics 2008-2009, and the President Director of PT Bakrie Telecom Tbk. 2001-2005. He earned his Master of Science degree in Engineering Economics from Stanford University, USA.
Gatot Trihargo
Gatot Trihargo, has served as a Commissioner since 19 April 2013. He currently serves as a Deputy of Services Business in the Ministry of State-Owned Enterprises of the Republic of Indonesia. He holds a degree in accounting from the State College of
Accountancy, Jakarta and a Masters degree in Accountancy and Financial Information Systems from Cleveland State University in Ohio, USA. Gatot Trihargo was appointed as a members of Planning and Risk Evaluation and Monitoring Committee “KEMPR”
based on the Decree of the Board of Commissioners No.05KEPDK2013 dated May 14, 2013 on the Membership Composition of the Planning and Risk Evaluation and Monitoring Committee of Limited Liability Company Persero PT Telekomunikasi Indonesia,
Tbk. As a member of KEMPR, Gatot Trihargo is responsible for monitoring and supervision of Rencana Jangka Panjang Perseroan “RJPP”Corporate Strategic Scenario “CSS” implementations, Rencana Kerja dan Anggaran Perseroan
“RKAP” implementations, and enterprise risk management implementations, as well as the development of non-organic business initiative
implementations. Our Board of Commissioners is assisted by a Board Secretary whose main function is to ensure that while performing its tasks, the
Board of Commissioners complies with our Articles of Association as well as applicable laws and regulations. The Board of Commissioners’ office address is Grha Merah Putih Building, 5
th
Floor, Jl. Gatot Subroto Kav.52, Jakarta, 12710, Indonesia.
Board of Directors
Our Board of Directors is responsible for our overall management and day-to-day operations under the supervision of the Board of Commissioners. The Board of Directors consists of eight members, including a President Director.
- 79 - As December 31, 2013, the Board of Directors consisted of eight members as listed below:
Name Age
Director Since Position
Arief Yahya 52
2012 President Director CEO
Honesti Basyir 45
2012 Director of Finance CFO
Indra Utoyo 51
2007 Director of Innovation Strategic
Portfolio ISP Sukardi Silalahi
48 2012
Director of Consumer Service CONS Muhammad Awaluddin
45 2012
Director of Enterprise Business Service EBIS
Rizkan Chandra 44
2012 Director of Network IT Solution
NITS Priyantono Rudito
46 2012
Director of Human Capital Management HCM
Ririek Adriansyah 50
2012 Director of Wholesale International
Service WINS
Arief Yahya
Arief Yahya has served as our President Director since May 11, 2012. Concurrently, he also serves as President Commissioner of Telkomsel, our subsidiary. Prior to his appointment as President Director, he led a career with Telkom in various positions, including
as Director of Enterprise Wholesale 2005-2012, Head of Regional Division V East Java 2004-2005 and Head of Regional Division VI Kalimantan 2003-2004. He holds a Bachelor’s degree in Electrical Engineering from Institut Teknologi Bandung 1986
and a Master’s degree in Telematics from University of Surrey, UK 1994.
Honesti Basyir
Honesti Basyir has served as our Director of Finance since May 11, 2012. Prior to his appointment as Director of Finance, he has held a number of key positions with Telkom, including Vice President “VP” for Strategic Business Development at ITSS Directorate
2012, VP for Strategic Business Development at SICP 2010-2012, Project Controller of Project Management Office 2009-2010 and Assistant Vice President “AVP” for Business Finance Analysis 2006-2009. He holds a Bachelor’s degree in Industrial
Technology from Institut Teknologi Bandung 1992 and a Master’s degree in Corporate Finance from Sekolah Tinggi Manajemen Bandung 2004.
Indra Utoyo
Indra Utoyo has served as our Director of Innovation Strategic Portfolio “ISP” since February 28, 2007. He joined Telkom in 1986 and has held a variety of positions. Prior to his appointment as Director of ISP he served as Director of Information Technology
Solution Supply 2007-2012. He holds a Bachelor’s degree in Electrical Engineering from Institut Teknologi Bandung 1985 and a Master’s degree in Communication Signal Processing from Imperial College, UK 1994.
Sukardi Silalahi
Sukardi Silalahi has served as our Director of Consumer Service since May 11, 2012. He joined Telkom in 1991 and, prior to his appointment as Director of Consumer Service, he served in a variety of positions, including Executive General Manager “EGM” of
Eastern Consumer Service Division 2011-2012, Deputy EGM of Western Consumer Service Division 2010-2011, EGM of Regional Division VI Kalimantan 2008-2010 and Deputy EGM of Fixed Wireless Network Division 2007-2008. He holds a
Bachelor’s degree in Civil Engineering from Institut Teknologi Bandung 1989.
Muhammad Awaluddin
Muhammad Awaluddin has served as our Director of Enterprise Business Service “EBIS” since May 11, 2012. Concurrently, he also serves as President Commissioner of Infomedia, our indirect subsidiary. Prior to his appointment as Director of EBIS, he served,
among other positions, as President Director of Infomedia 2010-2012, EGM of Access Network Division 2010 and EGM of Regional Division I Sumatra 2007-2010. He holds a Bachelor’s degree in Electrical Engineering from Universitas Sriwijaya,
Palembang 1990 and a Master’s degree in Business Administration from the European University, Antwerp, Belgium 1998.
Rizkan Chandra
Rizkan Chandra has served as our Director of Network IT Solution “NITS” since May 11, 2012. Concurrently, he also serves as Commissioner of Telkomsel, our subsidiary, and as Commissioner at Metranet, our indirect subsidiary. Prior to his appointment as
Director of NITS, among other positions, he served as President Director of Sigma, our indirect subsidiary 2010-2012, Senior General Manager “SGM” of Telkom Learning Center 2008-2010 and VP for Infrastructure Service Planning, Telkom 2007-
2008. He holds a Bachelor’s degree in Informatics from Institut Teknologi Bandung 1992 and a Master’s degree in Management of Technology from the National University of Singapore 2000.
- 80 -
Priyantono Rudito has served as our Director of Human Capital Management “HCM” since May 11, 2012. Concurrently, he also serves as Commissioner of Telkomsel, our subsidiary. Since he joined Telkom in 1991, he has served in a number of positions,
including as VP for Corporate Strategic Planning 2011-2012 and VP for Marketing Consumer Care 2007-2011. He holds a Bachelor’s degree in Industrial Engineering from Institut Teknologi Bandung 1991 and a Master’s degree in Business Marketing
1997 and a Doctoral degree in Management 2011 from the Royal Melbourne Institute of Technology, Australia.
Ririek Adriansyah Ririek Adriansyah has served as our Director of Wholesale International Service “WINS” since May 11, 2012. Concurrently, he
also serves as President Commissioner of TII, our subsidiary. He joined Telkom in 1990 and, prior to his appointment as Director of WINS, served as, among other positions, President Director of TII, our subsidiary 2011-2012, Director of Marketing Sales, TII
2010-2011, Director of International Carrier Service, TII 2008-2010 and Deputy EGM of Infratel Division, Telkom 2004-2008. He holds a Bachelor’s degree in Electrical Engineering from Institut Teknologi Bandung 1989.
B. COMPENSATION Compensation of Commissioners and Directors
