THE EXPLANATION OF THE ANNUAL GMS AGENDA

Transcription

1 THE EXPLANATION OF THE ANNUAL GMS AGENDA 1. a. Approval of the Comany s annual report for the financial year ended on 31 December 2016; b. Ratification of the Company s financial report for the financial year ended on 31 December 2016; and c. Ratification of the supervisory report of the Company s Board of Commissioners for the financial year ended on 31 December 2016; To comply with the Article 20 Paragraph 2 letter (a) of the Company s Articles of Association and in conjuction to Article 66 to Article 69 of Law No. 40 Year 2007 on Limited Liability Company (UUPT), where the Board of Directors management report, financial report, and the Board of Commissioners supervision report which contained in the Annual Report shall be reported to the AGMS. Proposals of the 1 st agenda are: 1. To approve the Annual Report for the fiscal year ended 31 December 2016; 2. To ratify the Financial Statements (audited) for the 2016 fiscal year which were audited by Purwantono, Suherman & Surja, member of Ernst & Young Global Limited, as published in the Independent Auditor's Report, No. RPC-3032/PSS/2017 dated 8 February 2017 with an unqualified opinion; 3. To ratify the Annual Supervisory Report Board of Commissioners for the 2016 fiscal year; and 4. To fully acquit and discharge ( volledig acquit et decharge ) the Board of Directors and the Board of Commissioners from the implementation of duties and responsibilities in managing and supervising in the 2016 fiscal year, insofar as the implementation of these duties and responsibilities are reflected in the Company s annual report for the 2016 fiscal year. 2. Determination of the use of the Company s net profit for the financial year ended on 31 December 2016; In accordance with Article 25 of the Companoy s Articles of Association, the Net Profit acquired by the Company in a financial year as set out in the balance sheet and income statement which has been ratified by the AGMS, shall be distributed in accordance to the manner of its appropriation including the allocation for mandatory reserves, distribution of dividends, and other appropriations as resolved by the GMS if the Company has positive profit and with due observance of the provisions of laws and regulations. The Company s Net Profit after tax in the end of 2016 has reached IDR trillion. Through Annual GMS which is held in 2017, the Board of Directors will propose the usage of 50% of the Company s Net Profit to be distributed to the Shareholders as cash dividends. The usage of the Company s Net Profit has considered the Company s

2 performance, capital adequacy and the Company s appreciation on the support of the Shareholders. In addition to dividends, the Company propose 1% of the Net Profit to be set as reserve fund in order comply with the Article 70 of UUPT. The remaining of the Net Profit whose usage has not been determined, will be recorded as the Company s Retained Earnings. 3. Appointment of Public Accountant and Public Accounting Firm for financial year 2017; In accordance with Article 68 UUPT and in conjuction to Article 18 Paragraph 5 of the Company s Articles of Association, the Board of Directors shall submit the Compan s financial report to the Public Accountant to be audited. The OJK Regulation No. 13/POJK.03/2017 on the Use of Public Accountant and Public Accounting Firms Service regulates on the procedures and conditions on the selection of Public Accountant and determine the term of duty, 3 (three) consecutive years at the longest for an Accountant. OJK Regulation No. 10/POJK.04/2017 on the Amendment of OJK Regulation No. 32/POJK.04/2014 in conjuction to Article 20 Paragraph 2 letter (c) of the Company s Articles of Association regulates that the appointment of Public Accountant, honorarium and appointment requirement are conducted through GMS. Meanwhile, Article 44 of OJK Regulation No. 30/POJK.05/2014 regulates that Audit Committee shall provide recommendation on the appointment of External Auditor to the Board of Commissioners to be proposed to the GMS. In accordance with the Article 11 Government Regulation (PP) No. 20 Year 2015 on the Practice of Public Accountant regulates that the audit service on the historical financial information upon an entity provided by a Public Accountant is limited for 5 (five) consecutive fiscal year at longest. Public Accounting Firm Purwantono, Sungkoro & Surja, member of Ernst & Young Global Limited has audited the Company s financial report for 5 (five) consective years, hence it is necessary to conduct new appointment. Audit Committee of the Company through Recommendation Memo No. 001/ADMF/KA/IV/17 dated 10 April 2017 had provided recommendation to the Board of Commissioners to appoint Mrs. Lucy Suhenda as Public Accountant and Tanudireja, Wibisana, Rintis and Partners (member of PwC International Limited) as Public Accounting Firm that listed in Indonesia Financial Services Authority (OJK) to audit the Company s financial report for financial year The Board of Commissioner has accepted this recommendation to be submitted to the AGMS. 4. a. Determination of the salary and allowance and/or other benefit of the Company s Board of Directors; b. Determination of the salary or honorarium and other allowance of the Company s Board of Commissioners; c. Determination of the honorarium and other allowance of the Company s Sharia Supervisory Board;

3 In accordance with the Article 17 Paragraph 6 and Article 20 Paragraph 2 letter (e) of the Company s Articles of Association and in conjunction to Article 113 and Article 96 UUPT, the AGMS determine the amount of salary and allowance and/or other benefit of the member of the Board of Directors, salaty or honorarium and other allowance of the member of the Board of Commissioners as well as salary or honorarium and/or allowance of the member of the Sharia Supervisory Board of the Company. The Board of Commissioners receive the recommendation from the Nomination and Remuneration Committee and propose the AGMS: 1. a. To determine the amount of the tantiem to be distributed to the Board of Directors for the 2016 fiscal year amounting to IDR 21,629,577,077,- (twentyone billion, six hundred and twenty-nine million, five hundred and seventyseven thousand, seventy-seven Rupiah) including tax; b. To determine the amount of the salary and allowances to be distributed to the Board of Directors for the fiscal year 2017 in the amount of IDR 25,981,915,525,- (twenty-five billion, nine hundred and eighty-one million, nine hundred and fifteen thousandm five hundred and twenty-five Rupiah) including tax; and c. To give authority to the President Commissioner of the Company to determine the distribution of salary and allowances as well tantiem, for each member of the Board of Directors based on the recommendation of the Nomination and Remuneration Number 002/ADMF/KNR/IV/17, dated 10 April 2017; 2. a. To determine the amount of salary or honorarium and allowances of all members of the Board of Commissioners of the Company for the 2017 fiscal year in the amount of IDR 5,723,886,059,- (five billion, seven hundred and twenty-three million, eight hundred and eighty six thousad, fifty-nine Rupiah) including tax; b. To determine the amount of the tantiem to be distributed to the Board of Commissioner for the 2016 fiscal year amounting to IDR 681,884,447,- (six hundred and eighty-one million, eight hundred and eighty-eight thousand, four hundred and fourty-seven Rupiah) including tax; and c. To give authority to the President Commissioner of the Company to determine the distribution of salary or honorarium and allowances as well tantiem, for each member of the Board of Commissioners based on the recommendation of the Nomination and Remuneration Number 001/ADMF/KNR/IV/17, dated 10 April 2017; 3. To approve the delegation of authority to the Board of Commissioners of the Company to determine the salary or honorarium and / or allowances for the 2017 fiscal year for each member of the Sharia Supervisory Board of the Company based on the recommendation of the Nomination and Remuneration Number 003/ADMF/KNR/IV/17, dated 10 April 2017.

4 5. The changes in the membership composition of the Board of Commissioners and the Board of Directors of the Company; On 22 February 2017, the Company received the resignation letter of Marwoto Soebiakno from his position as Vice President Director; On 17 March 2017, the Company received the resignation letter of Vera Eve Lim and Loh Niap Juan, respectively from their position as Commissioner; On 10 April 2017, the Company has received the proposal of the Board of Directors composition changes and the Board of Commissioners composition changes; Shall be proposed to the GMS: To accept the resignation of Marwoto Soebiakno from his position as Vice President Director, Vera Eve Lim and Loh Niap Juan, respectively from their position as Commissioner; To dismiss with respect Willy Suwandi Dharma from his position as President Director and Hafid Hadeli from his position as Director; To appoint Hafid Hadeli as President Director; To appoint Muliadi Rahardja and Willy Suwandi Dharma, respectively as Commissioner; Thereby, the composition of the Board of Directors and the Board of Commissioners after the Annual GMS closure are as follow: Sng Seow Wah : President Commissioner Djoko Sudyatmiko : Commissioner, concurrently serving as Independent Commissioner Krisna Widjaja : Commissioner, concurrently serving as Independent Commissioner Eng Heng Nee Philip : Commissioners Muliadi Rahardja : Commissioners Willy Suwandi Dharma : Commissioners Hafid Hadeli Ho Lioeng Min I Dewa Made Susila Cornel Hugroseno Swandajani Gunadi : President Director : Director : Director : Director : Director, concurrently serving as Independent Director 6. Approval to transfer and/or pledge as security for debt more than 50% (fifty percent) of the Company s total assets; To comply with the Article 12 Paragraph 5 of the Company s Articles of Association to divert and/or pledge the Company s assets as security, in the form of receivables of the Company exceeding 50% (fifty percent) of the Company s total assets which is recorded in the latest audited financial report of the Company in 1 transaction or more, which is related or not related one to another shall obtain GMS approval.

5 The augmentation of external of group funding source will be remain necessary in order to support the financing business of the Company, the sources of fund are combination of bank borrowing (domestic bank or overseas bank), bonds issuance and other funding sources. As of 31 March 2017, the overseas funding has already reached more than IDR 20.4 trillion and the pledged assets reached IDR 10 trillion. Until the end of 2017, total borrowings are expected to reach IDR 22 trillion. Currently, the collateral is in the form of fiducia on receivable financing, the collaterals rate are varied from 50%-100% of the principal. With assumption that each borrowing needs 60% collateral, then for more than IDR 22 trillion funding, the Company will need IDR 13.2 trillion collateral. Thereby, during 2017, the Company s assets that will be pledged will reach IDR 13 trillion. That amount is equal to more than 260% of the Company s assets as of 31 December 2016, which reach IDR 4.98 trillion. According to Article 12 Paragraph 5 of the Company s Articles of Association to divert and/or pledge the Company s assets as security, in the form of receivables of the Company exceeding 50% (fifty percent) of the Company s total assets which is recorded in the latest audited financial report of the Company in 1 transaction or more, which is related or not related one to another shall obtain GMS approval. Proposals of the 6 th agenda are: 1. To give approval to the Board of Directors to divert or pledge the Company's assets as security, in the form of receivables of the Company exceeding 50% (fifty percent) but not more than 400% (four hundred percent) of the Company's total net assets, as collateral for payment of bonds to be issued by the Company as well as other borrowings with the provision that: a. Assets that are jointly financed (joint financing) by the Company and PT Bank Danamon Indonesia Tbk shall not be included in the pledged assets; b. The Gearing Ratio may not exceed 6.5x (six point five times) of total net assets based on the latest financial statements audited by a public accounting firm, with the provision that if the Gearing Ratio has reached 6x (six times) of total net assets, then The Board of Directors must obtain the approval of the Board of Commissioners and the Majority Shareholders. 2. That such actions does not violate the terms and conditions set forth in the agreements between the Company and third parties; and 3. To authorize the Board of Directors to take all necessary actions related to the pledging of these Company receivables/collections including but not limited to sign of the fiduciary guarantee deeds before a Notary. 7. Accountability for the realization of the use of proceeds from the issuance of Adira Finance Continuous Bonds III Phase IV Year 2016, Adira Finance Continuous Sukuk Mudharabah II Phase II Year 2017, Adira Finance Continuous Bonds III Phase V Year 2017 and Adira Finance Continuous Sukuk Mudharabah II Phase III Year 2017.

6 To comply with POJK No. 30/POJK.04/2015 dated 16 December 2015 on the Report on Realization of the Use of Proceeds from Public Offerings, realization of the use of proceeds from public offering shall be accouted to the closest Annual GMS. In 2016 and during 1Q of 2017, Adira Finance has issued: a. Adira Finance Continuous Bonds III Phase IV Year 2016 with total amount of IDR 1,700 billion and Adira Finance Continuous Sukuk Mudharabah II Phase II Year 2016 with total amount of IDR 86 billion, the report of realization of the use of proceeds from public offering has been submitted to OJK, respectively on 14 December 2016 and 13 December 2016 through letter No. 184/ADMF/CS/XII/16 dan No. 181/ADMF/CS/XII/16. b. Adira Finance Continuous Bonds III Phase V Year 2017 with total amount of IDR 2,014 billion and Adira Finance Continuous Sukuk Mudharabah II Phase III Year 2017 with total amount of IDR 386 billion, the report of realization of the use of proceeds from public offering has been submitted to OJK, respectively on 20 April 2017 through letter No. 072/ADMF/CS/IV/17 dan No. 073/ADMF/CS/IV/17. This agenda is reporting course.