VIII. COMPANY INFORMATION
3. Management and Supervision of the Company
In the Company’s Articles of Association, the Company is managed and supervised by the Board of Directors, comprises of one or more directors. In exercising their role, the directors are supervised by the Board of Commissioners. The Boards of Directors and Commissioners are appointed at the Shareholders’ General Meeting. The duties and responsibility of the Boards of Directors and Commissioners are stated in the Company’s Articles of Association.
In accordance with Notarial Deed No. 5 dated December 29, 2006, as witnessed by Rachmad
5 (five) years, based on provision of the Company’s Articles of Association. This deed was reported to the Ministry of Justice of the Republic of Indonesia under No. W7-01.10-2298 dated February 23, 2007, and registered at the Companies Registry Office of Sidoarjo Municipality dated March 12, 2007. Furthermore, based on Notarial Deed No. 3 dated March 1, 2007, as witnessed by Siti Pertiwi Henny Singgih, S.H., Notary in Jakarta, which was reported and received by the Ministry of Justice of the Republic of Indonesia under Revision No.W7- HT.01.04-2665 dated March 6, 2007, and approved and received by the Ministry of Justice of the Republic of Indonesia under Revision No. W7-02165.HT.01.04-TH.2007 dated March 5, 2007, and registered at the Companies Registry of Sidoarjo Municipality is still in progress, which was based on the Extraordinary Shareholders’ General Meeting held on March 1, 2007, the shareholders agreed to appoint Mr. Ir. Putu Darsana, MP, Ph.D as an unaffiliated Director and Mr. Burhan Hidayat as an Independent Commissioner. The current composition of the Boards of Commissioners and Directors of the Company is as follows:
Commissioners
President Commissioner : Jialipto Jiaravanon Vice President Commissioner : Eddy Susanto Zaoputra Independent Commissioner : Burhan Hidayat
Director
President Director : Junaidi Sungkono Vice President Director : Thomas Effendy Vice President Director : Jemmy Eka Putra
Director : Sunardi
Director : Setiadi Setiokusumo
Director : Putu Darsana
The corporate secretary is Mr. Setiadi Setiokusumo.
The following is a brief profile on each member of the Board of Commissioners:
Commissioners
Jialipto Jiaravanon President Commissioner
Indonesian citizen, born at Jakarta in 1978.
He completed his education at Babson College, United States, with a Bachelor of Science in Entrepreneurship and Finance in 2000.
He has been a President Commissioner of the Company since 2006.
His previous and current positions are as follows:
Analyst, Merrill Lynch & Co (2000 - 2002)
President Director of PT Central Pertiwi (2003 - 2004)
Vice President Director of PT Charoen Pokphand Indonesia (2003 - 2004)
President Director of PT Central Proteinaprima (2003 - 2004)
Director of PT Surya Hidup Satwa (2003 - 2004)
Commissioner of PT Charoen Pokphand Indonesia (2004 - now)
Commissioner of PT Central Pertiwi (2004 - now)
Vice President Commissioner of PT Surya Hidup Satwa (2004 -
Vice President Commissioner of PT Central Proteinaprima (2004 - now)
President Commissioner of PT BISI International Tbk. (2006 - now)
Commissioner of PT Multi Sarana Indotani (2006 - now)
Commissioner of PT Tanindo Subur Prima (2006 - now) Eddy Susanto Zaoputra
Vice President Commissioner
Indonesian citizen, born at Nanga Silat in 1947.
He completed his education at Tarumanagara University, with a Bachelor degree in Economics in 1977.
He has been a Vice President Commissioner of the Company since 2006. His previous and current positions are as follows:
Finance Supervisor of PT Charoen Pokphand Indonesia (1972 - 1974)
Finance Manager of PT Charoen Pokphand Indonesia 1974 - 1977)
Director of PT Charoen Pokphand Indonesia (1977 - 1979)
Vice President Director of PT Bright Indonesia Seed Industry (1983 - 1985)
Commissioner of PT Benihinti Suburintani (1986 - 2004)
President Director of PT Central Pertiwi (1993 - 2003)
Commissioner of PT Tanindo Subur Prima (1998 - 2004)
Commissioner of PT Central Pertiwi ( 2003 - 2004)
Vice President Commissioner of PT Charoen Pokphand Indonesia ( 2003 - 2004)
President Commissioner of PT Benihinti Suburintani (2004 - 2006)
Commissioner of PT Charoen Pokphand Indonesia (2004 - now)
President Commissioner of PT Tanindo Subur Prima (2004 - now)
President Commissioner of PT Multi Sarana Indotani (2004 - now)
President Director of PT Central Pertiwi (2004 - now)
Commissioner of PT Surya Hidup Satwa (2005 - now)
Vice President Commissioner of PT BISI International Tbk. (2006 - now)
Burhan Hidayat
Independent Commissioner
Indonesian citizen, born at Padang in 1956.
He completed his education at Tarumanegara University, with a Bachelor degree in Accounting in 1983.
He has been a Commissioner of the Company since 2006. His previous and current positions are as follows:
Accounting Staff of PT Charoen Pokphand Indonesia (1978 - 1983)
Accounting Chief of PT Charoen Pokphand Indonesia (1984 - 1988)
Finance Manager of PT Vista Grain Corporation (1989 - 1990)
Treasury Manager of PT Charoen Pokphand Indonesia (1990 - 1992)
GM Finance of PT Central Proteinaprima (1992 - 1993)
GM Finance Analysis of PT Charoen Pokphand Indonesia (1993 - 1994)
GM Finance of PT Centralpertiwi Bahari (1994 - 1996)
AVP Treasury of PT Centralpertiwi Bahari (1996 - 1999)
VP Treasury of PT Centralpertiwi Bahari (1999 - 2000)
VP Finance of PT Vista Grain (2001 - 2001)
VP Operation Integration of PT Vista Grain (2001 - 2002)
VP Marketing of PT Vista Grain (2002 - 2005)
Entrepreneur (2005 - 2006)
Independent Commissioner of PT BISI International Tbk. (2006 - now)
The following is a brief profile on each member of the Board of Directors:
DIRECTOR
Junaidi Sungkono President Director
Indonesian citizen, born at Pontianak in 1956.
He completed his education at Tarumanagara University, with a Bachelor degree in Economics in 1980.
He has been a President Director of the Company since 2004. His previous and current positions are as follows:
Marketing of PT Aneka Steel Mill (1978 - 1980)
Forwarding Section of PT Charoen Pokphand Indonesia (1980 - 1981)
Chief of Procurement of PT Vista Grain (1981 - 1983)
Chief of Domestic Purchasing of CP Group Indonesia (1983 - 1990)
COO Agribusiness Division of CP Group Indonesia (1990 - 2004)
Director of PT Tanindo Subur Prima ( 1994 - 2004)
President of Conti Chia Tai Int. Holding Ltd. (2003 - 2004)
Director of PT Surya Hidup Satwa ( 2003 - 2004)
President Director of PT Tanindo Subur Prima (2004 - 2006)
Vice President Director of PT Surya Hidup Satwa (2004 - now)
President Director of PT BISI International Tbk. (2004 - now)
Vice President Director of PT Tanindo Subur Prima (2006 - now)
President Director of PT Multi Sarana Indotani (2006 - now) Thomas Effendy
Vice President Director
Indonesian citizen, born at Pontianak in 1958.
He completed his education at University of City Manila, with a Master of Business Administration degree in 1994.
He has been a President Director of the Company since 2006. His previous and current positions are as follows:
Accounting staff of PT Charoen Pokphand Indonesia (1980 - 1982)
Accounting & Finance Chief of PT Charoen Pokphand Indonesia (1982 - 1983)
Accounting & Finance Deputy Manager of PT Charoen Pokphand Indonesia (1983 - 1987)
Director of PT Tanindo Subur Prima ( 1987 - 1990)
Finance GM of PT Charoen Pokphand Indonesia (1990 - 1992)
AVP HRD of PT Charoen Pokphand Indonesia (1993 - 1994)
AVP Group Controller of PT Charoen Pokphand Indonesia (1994 - 1998)
VP Group Controller of PT Charoen Pokphand Indonesia (1998 - 2000)
SVP Finance Planning of PT Charoen Pokphand Indonesia (2000 - 2003)
Director of PT Central Pertiwi (2003 - now)
Director of PT Surya Hidup Satwa (2003 - now)
Director of PT Charoen Pokphand Indonesia Tbk (2003 - now)
Vice President Director of PT BISI International Tbk. (2006 - now)
Commissioner of PT Tanindo Subur Prima (2006 - now)
Commissioner of PT Multi Sarana Indotani (2006 - now)
Jemmy Eka Putra Vice President Director
Indonesian citizen, born at Surabaya in 1968.
He completed his education of Brawijaya University, Malang, with a Bachelor degree in Agriculture in 1990.
He has been a Director of the Company since 2006. His previous and current positions are as follows:
Marketing Supervisor of PT Tanindo Subur Prima (1990 - 1992)
Head of Marketing of PT Tanindo Subur Prima (1993 - 1994)
Sales Manager of PT Tanindo Subur Prima (1994 - 1999)
Senior Manager of Marketing of PT Tanindo Subur Prima (1999 - 2000)
Deputy GM of PT Tanindo Subur Prima (2000 - 2001)
GM Marketing of PT Tanindo Subur Prima ( 2001 - 2002)
AVP Marketing of PT Tanindo Subur Prima (2002 - 2003)
Director of PT Tanindo Subur Prima ( 2003 - 2004)
President Director of PT Multi Sarana Indotani (2004 - 2006)
Vice President Director of PT BISI International Tbk. (2006 - now)
President Director of PT Tanindo Subur Prima (2006 - now) Sunardi
Director
Indonesian citizen, born at Tulung Agung in 1956.
He completed his education at Muhammadiyah University, Jakarta with a Master degree in Economics in 1992.
He has been a Director of the Company since 1998. His previous and current positions are as follows:
General Assistant of Production Head of PT Bright Indonesia Seed Industry (1983 - 1984)
Field Production SH of PT Bright Indonesia Seed Industry (1984 - 1987)
Processing SH of PT Bright Indonesia Seed Industry (1988 - 1989)
Deputy Production Manager of PT Benihinti Suburintani (1989 - 1990)
Production Manager of PT Benihinti Suburintani (1990 - 1995)
Production Senior Manager of PT Benihinti Suburintani (1996 - 1997)
Director of PT BISI International Tbk. (1998 - now)
Setiadi Setiokusumo Director
Indonesian citizen, born at Bangkalan in 1965.
He completed his education at Surabaya University with a Bachelor degree in Accounting in 1988.
He has been a Director since 2003. His previous and current positions are as follows:
Accounting Staff of PT Tunggal Eka Sakti (1988 - 1989)
SH Finance & Accounting of PT Sumber Bahari Prima (1989 - 1991)
Finance & Accounting Manager of PT Central Proteinaprima (1991 - 1992)
Finance & Accounting Manager of PT Central Windu Sejati (1992 - 1995)
Treasury GM of PT Centralpertiwi Bahari (1995 - 2000)
Treasury GM of PT Nusantara Unggas Jaya (2000 - 2001)
Treasury AVP of PT Nusantara Unggas Jaya (2001 - 2002)
Finance & Controller AVP of PT BISI International Tbk. (2002 - now)
Director of PT BISI International Tbk. (2003 - now)
Director of PT Multi Sarana Indotani (2004 - now)
Director of PT Tanindo Subur Prima (2006 - now) Putu Darsana
Director
Indonesian citizen, born at Buleleng in 1965.
He completed his Doctoral degree in Agronomy Department, Faculty of Agriculture at Kasetsart University, Bangkok, Thailand, in 2004.
He has been a Director since 2006. His previous and current positions are as follows:
R & D Staff of PT Benihinti Suburintani (1989 - 1996)
Research Manager of PT Benihinti Suburintani (1996 - 1999)
Study S3 in Bangkok, Thailand (1999 - 2004)
Seeds Researcher (2004 - 2005)
Independent Director of PT BISI International Tbk. (2006 - now)
The Board of Commissioners has established an audit committee on February 15, 2007. The members of the Company’s audit committee are as follows:
Chairman : Burhan Hidayat Member : Robert Soemenap Member : Haryjanto Sutrisno Robert Soemenap
Member of Audit Committee
Indonesian citizen, born at Ambon in 1962. He completed his education at Wijaya Kusuma University, Surabaya, with a Bachelor degree in Economics in 1987. He has been a member of the Audit Committee since 2007 for a term of 5 years. He worked, among others, in Public Accounting Firm Drs. Ec. H. Widjajadi.
Haryjanto Sutrisno
Member of Audit Committee
Indonesian citizen, born at Sekadau in 1948. He completed his education at University Kristen Indonesia, Jakarta with a Bachelor degree in Economics in 1990. He has been a member of the Audit Committee since 2007 for a term of 5 years. He worked, among others, in PT Pabrik Pipa Indonesia.
The Relationship of the Company’s Board of Directors and Commissioners with the Subsidiaries and Affiliated Companies
Company MSI TSP CPIN SHS Cipta CP
Pertiwi
Jialipto Jiaravanon PC C C C VPC C C
Eddy Susanto Zaoputra C PC PC C C PD PD
Burhan Hidayat C - - - - - -
Junaidi Sungkono PD PD VPD - VPD - -
Thomas Effendy D C C D D C C
Jemmy Eka Putra D - PD - - - -
Sunardi D - - - - - -
Setiadi Setiokusumo D D D - - - -
Putu Darsana D - - - - - -
Note: PC (President Commissioner); C (Commissioner); PD (President Director); VPD (Vice President Director); D (Director)