Lonsum believes that good corporate governance is fundamental to the creation of long-term value for all stakeholders. The Company conducts its business activities responsibly, ethically and in compliance with prevailing rules and regulations in Indonesia. Lonsum’s Good Corporate Governance policies were developed in line with the Indonesian laws and regulations, the Company’s Articles of Association (“AOA”) and Good Corporate Governance (“GCG”) principles, which advocate transparency, accountability, responsibility, independency and fairness.
Corporate Governance StructureBased on Law No. 40 Year 2007 regarding Limited Liability Company (“Company Laws”), the Company’s organs consist of the General Meeting of Shareholders (“GMS”), the Board of Commissioners (“BOC”) and the Board of Directors (“BOD”). They are assisted by the Committees and Corporate Secretary, and play an important role in the implementation of GCG. The Company’s organs are required to perform their functions based on prevailing regulations, the AOA and the GCG principles.
Committees Structure
Independent Commissioner
Mr. Agus Rajani Panjaitan, 61, an Indonesian citizen, was first and latest appointed as Independent Commissioner of the Company based on the resolution of the AGMS in 2019. He also serves as a Chairman of Audit Committee and Nomination & Remuneration Committee of the Company for the first term based on the Decision Letter of the Board of Commissioners dated May 28, 2019. He currently serves as Senior Advisor of PT Anugra Capital (2003-present), Independent Commissioner as well as Chairman of Audit Committee of PT Timah Tbk. (2020-present), Independent Commissioner as well as Chairman of Audit Committee of PT Pakuan Tbk. (2020-present), and also member of Audit Committee of PT City Retail Development Tbk (2015-present) and PT TBS Energi Utama Tbk. (2020-present). He was previously appointed as Independent Commissioner and Audit Committee chairman of SIMP (2013-2019), Independent Commissioner and Audit Committee member of ICBP (2010-2013), Independent Commissioner and Audit Committee member of PT Harum Energy Tbk. (2010-2020) and Audit Committee member of PT Alam Sutera Realty Tbk (2008- 2012) as well as numbers of executive positions including Director of Risk Management in PT Bahana Pembinaan Usaha Indonesia (2000-2001) and Director of PT Bahana Securities (1996-1998).
Mr. Agus Rajani Panjaitan obtained a Bachelor’s degree in Accounting from Faculty of Economics, University of Indonesia in 1985.
In 2020, he participated in various training programs, workshops and seminars, including “Indonesia Economic Outlook 2021” on August 5, 2020 and “Update on Indonesia’s Economic Outlook 2021” on December 8, 2020.
He has no affiliation with the members of the BOD, BOC and the substantial shareholder of the Company.
External Independent Professional
Mr. Goh Kian Chee, 67, a Singapore citizen, was appointed by the BOC as member of the AC in accordance with the Written Circular Resolution of the BOC dated May 28, 2019. He is serving his first period in the current AC term.
Currently, Mr. Goh Kian Chee is an Independent Director of AsiaMedic Ltd., HL Global Enterprises Ltd. and IndoFood Agri Resources Ltd., all public listed companies in Singapore. Mr. Goh Kian Chee started his career as an Audit Trainee with Goldblatt & Co (London, UK). He joined American International Assurance Singapore Pte., Ltd., in 1981 as an Accounting Supervisor. In 1982, he became a Regional Internal Auditor in Mobil Oil Singapore Pte., Ltd., and rose to the position of Regional Credit and Insurance Manager in 1987. In 1990, he was seconded to Mobil Petrochemicals International Ltd., where he served as Regional Accounting Manager and later, as the Controller of the Asia Pacific region until 2000. Mr. Goh was the Regional Vice President & Controller as well as an Executive Director of John Hancock International Pte. Ltd. from 2000 to 2004. He was a Consultant in the National University of Singapore, Centre For the Arts (NUS) from 2005 to 2018.
Mr. Goh Kian Chee has a Bachelor of Arts (Hons) degree in Accounting and Economics from Middlesex University (London, UK).
External Independent Professional
Mr. Antonius Suwanto, 61, an Indonesian citizen, was appointed by the BOC as member of the AC as tated in the Written Circular Resolution of the BOC dated May 28, 2019. He is serving his second period in the current AC term, and is concurrently a Member of AC at SIMP (2016-2019). He joined several professional memberships such as the American Society for Microbiology, since 1987; Indonesian Society or Microbiology, since 1992; Malaysian Society for Molecular Biology and Biotechnology since 1993; AsiaPacific International Molecular Biology Network (A-IMBN), since 1998; Asian Fisheries Society, since 2003; and Indonesian Academy of Sciences since 2013.
Mr. Antonius Suwanto has a Bachelor (Ir.), Cum Laude, in Agricultural Technology, Bogor Agricultural University, Indonesia (1983); MS in Microbiology and Molecular Genetics, Univ. Illinois at Urbana Champaign, USA (1989); Ph.D in Microbiology and Molecular Genetics, Univ. Illinois at Urbana Champaign, USA (1992); Post Doctoral study in Bacterial Genetics, Department of Microbiology and Moleculars Genetics, UTHSC Houston, USA (1992); Post Doctoral study in Bacterial Genetics, Department of Microbiology, National University of Singapore (1995); Post Doctoral study in Molecular Genetics, Department of Microbiology and Moleculars Genetics, UTHSC-Houston, USA (1995; 1996; 1997); Post Doctoral study in Molecular Microbial Ecology, School of Biosciences, University of Wales, Cardiff, UK (1998).
| Audit Committee | |
|---|---|
| Chairman | Agus Rajani Panjaitan Independent Commissioner |
| Member |
Goh Kian Chee External Independent Professional Antonius Suwanto External Independent Professional |
Independent Commissioner
Mr. Agus Rajani Panjaitan, 61, an Indonesian citizen, was first and latest appointed as Independent Commissioner of the Company based on the resolution of the AGMS in 2019. He also serves as a Chairman of Audit Committee and Nomination & Remuneration Committee of the Company for the first term based on the Decision Letter of the Board of Commissioners dated May 28, 2019. He currently serves as Senior Advisor of PT Anugra Capital (2003-present), Independent Commissioner as well as Chairman of Audit Committee of PT Timah Tbk. (2020-present), Independent Commissioner as well as Chairman of Audit Committee of PT Pakuan Tbk. (2020-present), and also member of Audit Committee of PT City Retail Development Tbk (2015-present) and PT TBS Energi Utama Tbk. (2020-present). He was previously appointed as Independent Commissioner and Audit Committee chairman of SIMP (2013-2019), Independent Commissioner and Audit Committee member of ICBP (2010-2013), Independent Commissioner and Audit Committee member of PT Harum Energy Tbk. (2010-2020) and Audit Committee member of PT Alam Sutera Realty Tbk (2008- 2012) as well as numbers of executive positions including Director of Risk Management in PT Bahana Pembinaan Usaha Indonesia (2000-2001) and Director of PT Bahana Securities (1996-1998).
Mr. Agus Rajani Panjaitan obtained a Bachelor’s degree in Accounting from Faculty of Economics, University of Indonesia in 1985.
In 2020, he participated in various training programs, workshops and seminars, including “Indonesia Economic Outlook 2021” on August 5, 2020 and “Update on Indonesia’s Economic Outlook 2021” on December 8, 2020.
He has no affiliation with the members of the BOD, BOC and the substantial shareholder of the Company.
Commissioner
Mr. Paulus Moleonoto, 58, an Indonesian citizen, was first appointed as a President Commissioner based on the resolution of the AGM in 2015, and re-elected in 2016 with the latest reappointment in 2019. Prior appointed as President Commissioner, he was first appointed as a Director of PT PP London Sumatra Indonesia Tbk (“Lonsum”) based on the resolution of the EGM in 2007 and re-elected as Director of Lonsum based on the resolution of the AGM in 2010, 2013, and also as Vice President Director I based on the resolution of AGM in 2014. He is concurrently Director of PT Indofood Sukses Makmur Tbk (“Indofood”) (2009-present), Commissioner of PT Indofood CBP Sukses Makmur Tbk (“ICBP”) (2009-present), Executive Director and Head of Finance & Corporate Services of IndoAgri (2006-present) and Vice President Director of SIMP (2004-present). Before joining the Plantations Divisions of the Indofood Group as Chief Financial Officer, he held various management positions in the Salim Plantations Group (1990-2004). He began his career at Drs. Hans Kartikahadi & Co., a public accounting firm in Jakarta (1984-1990). He is a registered accountant in Indonesia.
Mr. Moleonoto obtained a Bachelor of Accountancy degree from the University of Tarumanagara, Jakarta, in 1987, and a Bachelor’s degree in Management, and a Master of Science degree in Administration and Business Policy from the University of Indonesia in 1990 and 2001 respectively. In 2020, he participated in training programs, workshops and seminars, including “Indonesia’s Economic Outlook 2021” on 5 August 2020 and “Update on Indonesia’s Economic Outlook 2021” on 8 December 2020.
He has no affiliation with the members of the BOD, BOC but is affiliated to the substantial shareholder of the Company.
General Manager of Compensation, Benefit & HR Administration
Ms. Setiawati, 47, an Indonesian citizen, serves as a member of the NRC, General Manager of Compensation, Benefit & HR Administration and is concurrently a member of the NRC at ICBP, SIMP and Lonsum (2015-present). Ms. Setiawati was previously the HR Manager at PT Aspirasi Darma Nusa (2002-2004) and PT Bahana Dharma Utama(2000-2001), Senior Programmer at PT Inti Salim Corpora (1996-2000), and EDP Staff Member at PT Bank Central Asia Tbk (1992-1995).
She obtained a Diploma Degree in Information Technology from Sekolah Tinggi Teknologi Indonesia in 1992, and a Bachelor’s degree in Information Technology from Sekolah Tinggi Sains dan Teknologi Indonesia in 1996.
| Nomination and Remuneration Committee | |
|---|---|
| Chairman | Agus Rajani Panjaitan Independent Commissioner |
| Member |
Moleonoto (Paulus Moleonoto) President Commissioner Melia Setiawati General Manager of Compensation, Benefit & HR Administration. |
The Company has appointed a Corporate Secretary to act as a liaison between the Company and the capital market institutions as well as the public. The Corporate Secretary’s term of office is reviewed from time to time in accordance with the Company’s GCG and HR policies.
Ms. Endah R. Madnawidjaja has performed the role of Corporate Secretary since November 19, 2007 in accordance with the Decision Letter of the BOD dated November 19, 2007. Her appointment as Corporate Secretary was reported to Indonesia Financial Services Authority (Otoritas Jasa Keuangan or “OJK”) (not announced given that it was not required by the regulation). Read More
Corporate Secretary
Ms. Endah R. Madnawidjaja is based in Jakarta. She graduated in law, majoring in Economic Activities Law, from the University of Indonesia. Prior to joining the Company, she had been a Legal Consultant of Lubis, Ganie, Surowidjojo law firm (1995-2007).
In 2020, Ms. Endah R. Madnawidjaja attended several training and seminars, including “Deepening POJK No. 51/POJK.03/2017 concerning the Implementation of Sustainable Finance for Financial Service Institutions, Issuers and Public Companies, as well as a sharing session related to the Implementation of POJK No. 51/POJK.03/2017” on February 4, 2020, “Public Review on the Development of Taxonomy of Financial Statements based on XBRL (eXtensible Business Reporting Language)” on February 27, 2020, “Socialisation of POJK 15 and 16” on May 5, 2020, “Proven Strategy to Build Plasma & Inti Harmonisation“ on August 10, 2020, “Socialisation of Financial Services Authority Regulation No. 17/POJK.04/2020 and No. 42/POJK.04/2020” on August 11, 2020, “Synergic Partnerships and Institutional Strengthening for Efficient Palm Supply Chains” on August 28, 2020, and “Update on Indonesia’s Economic Outlook 2021” on December 8, 2020.
In 2020, the Corporate Secretary carried out the following activities and responsibilities:
Doing business have become increasingly challenging not only for Lonsum, but for all companies as well. In the last few years, the Company has been operating in a VUCA (Volatile, Uncertain, Complex, Ambiguous) environment due to various factors, such as regulatory changes on a local and national, political dynamics on country and regional level, security threats, pandemic risks, increasing number of natural disasters, El Nino phenomenon, intense public scrutiny, aggressive competition, volatile commodity prices, rising interest rates, and evolving consumer needs. Company is fully committed and continuously implements a comprehensive approach of managing risks across its operations. This enables the Company to be more proactive and prepared in dealing with and addressing the various challenges and uncertainties it faces in a tough and competitive business environment. At the same time, this has allowed the Company to promote and implement good corporate governance.
The Enterprise Risk Management (“ERM”) framework is one of the key success factors of the Company in managing its risk effectively. The framework coordinates the “Lines of Defense” across all operating and functional units that enables the Company to maintain vigilance and oversight of the operations for timely and accurate identification, assessment, mitigation, reporting and monitoring of risks that can have an adverse impact on the business drivers and the Company’s ability to achieve business results.