Board of Directors

 

The Board of Directors (“BoD”) is collegially responsible for managing the Company and represent the Company in and out of the court of law. The BoD must prioritize PT Adaro Minerals Indonesia Tbk’s interests in accordance with its purposes and objectives by complying with the applicable laws and regulations and its Articles of Association.

 

Board of Directors Charter

Considering its important role in leading and managing the company, PT Adaro Minerals Indonesia Tbk’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.

PT Adaro Minerals Indonesia Tbk’s BoD Charter has been effective since 2022 and it is reviewed periodically based on GCG principles, capital market rules and regulations, and other applicable provisions. The BoD Charter governs matters concerning the BoD members’ objectives, duties and responsibilities, authorities, term of office, delegation of authority, BoD meetings, and relationship with the BoC.

Download Board of Directors Charter .

 

Diversity

Diversity and inclusion are essential parts of the company. This is in line with Adaro Group’s Meritocracy and Respect values in IMORE, which requires everyone to treat one another with respect, appreciate differences, and gives equal opportunities.

In the nomination process for members of the Board of Directors, the company does not differentiate any gender, race, ethnicity, nationality or cultural background. Upon appointment and while serving, members of the Board of Directors are required to fulfil legal requirements as well as competency and independence requirements.

Legal requirements include possessing good character, moral and integrity; legally competent; committed to comply with laws and regulations; and possessing the knowledge and/or expertise needed by the company. Meanwhile, competency and independence requirements include demonstrating good behavior, experience and competence necessary for performing duties and other qualifications as determined in the applicable laws and regulations and the Articles of Association; appointed based on considerations of expertise, integrity, leadership, experience, honesty, good behavior, and strong dedication to improve and develop the company; and carrying out duties without any conflict of interests.

The nomination process for members of the Board of Directors is stated in the Board of Directors Charter.

 

Board of Directors Composition

The composition of PT Adaro Minerals Indonesia Tbk’s BoD is determined by considering the Company’s condition and the BoD members’ decision-making effectiveness to achieve the Company’s objectives.

PT Adaro Minerals Indonesia Tbk’s BoD consists of 6 (six) members. The number of members of the BoD is determined based on consideration of the condition of the Company and the effectiveness of the members' decision-making. Members of the BoD are appointed by considering expertise, integrity, leadership, experience, honesty, good behavior, and dedication to promote and develop the Company.

Currently, none of PT Adaro Minerals Indonesia Tbk’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 Financial Services Authority Regulation No. 33/POJK.04/2014 concerning Directors and Board of Commissioners of Issuers or Public Companies (“POJK 33/2014”) and the Board of Directors Charter of PT Adaro Minerals Indonesia Tbk.

 

Composition of the Board of Commissioners of PT Adaro Minerals Indonesia Tbk is as follows: