PT Sinergi Megah Internusa Tbk

  • Our Location Sleman, DI Yogyakarta

  • Mail Us corsec@sinergimegahtbk.com

  • Call Us (62-274) 2924777

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Minutes of the Annual General Meeting of Shareholders

26Jun

In Accordance with Article 32 of the Financial Services Authority Regulation (“POJK”) No.32/POJK.04/2014 (“POJK 32/2014”) PT Sinergi Megah Internusa Tbk (“Company”), domiciled in Yogyakarta, hereby announces to Shareholders the Minutes of the Annual General Meeting of Shareholders (“Meeting”). This Minutes of Meeting contains the information in accordance with the provisions in Article 32 POJK 32/2014 :

Date, Place, Time and Meeting Agendas :

  • The Meeting was held on : Wednesday, June 26, 2019, at Prasada Mansion Sudirman 4th Fl, Magnolia Room, Jl. Komando Raya No. 6, Kuningan, Karet Setiabudi, South Jakarta, Starting time : 14.31 Western Indonesian Time (WIB) with the following agendas :
  • Report of the Board of Directors for the operational of the Company and its Financial Administration for the Financial Year ended December 31, 2018
  • Proposal of the Board of Directors to approve the Company’s Financial Position Report as of December 31, 2018, Its Profit and Loss Statements and Other Comprehensive Income for the Financial Year ended December 31, 2018
  • Appointment of Public Accountant for the Financial Year Ended December 31, 2019 and Authorizing the Board of Commissioners to determine the honorarium of the Public Accountant and Others terms of Appointment.
  • Determination of the amount of salary, honorarium and other benefits for members of the Board of Directors and Board of Commissioners of the Company for year 2019 and the distribution of duties and authorities of the Board of Directors.

Members of the Board of Directors and Board of Commissioners Present at the Meeting :

Board of Directors :

  • President Director : Ir. Iwandono, MM
  • Director : Herman Susanto
  • Director : Andrianto Kasigit

Board of Commissioners :

  • Independent Commissioner : Sihol Siagian
  • Commissioner : Unggul K Yudoyono

**Shareholders’ Attendance Quorum **

The Meeting was attended by Shareholders and/or Its proxies representing 5.474.401.600 shares or constitute 71.1% of the total shares with valid voting rights that have been issued by the company based on the Company’s Shareholders Registry dated May 29, 2019 and the Attendance List issued by PT Ficomindo Buana Registrar, as the appointed Securities Administration Agency (“BAE”). Thus the Quorum Provisions for the Meeting as stipulated in Article 86 Point 1 Legislation No.40 of the year 2007 regarding Limited Liability Companies and Article 16 Point 5 of the Company's Articles of Association have been fulfilled and the meeting can be held and entitled to generate a legitimate and binding decisions.

Opportunities to Submit Inquiries and Opinions for Agendas of the Meeting

The Chairman provides an opportunity for the Shareholders and/or Its Proxies present at the Meeting to inquire and/or to provide opinions or suggestions related to the Meeting agendas at the end of each discussion of the agenda items.

Decision-Making Mechanism

Decisions in the Meeting were taken deliberately to reach consensus, however if any shareholders and/or its proxies did not approve or gave abstention votes, the Decisions were made based on the majority votes that were issued at the meeting. On the above session, the shareholders and/ or its proxies who attended the Meeting did not raise question or gave opinion.

Independent Vote-Counter

The Company has appointed an Independent party, Notary Dr. Yurisa Martanti, SH, MH as the Vote-Counter and Validator.

Meeting Decisions

⦁ 1st Meeting Agenda :

As the Shareholders and/or Its Proxies did not gave any Disapproval Vote or Abstention Vote, the Meeting on the basis of mutual consensus decided : “To receive the Board of Directors’ Annual Report for the accounting year ended December 31, 2018. To Approve and ratify the Company’s annual financial statement for the accounting year ended December 31, 2018 which has been audited by Public Accounting Firm Jamaludin, Ardi, Sukimto & Colleauge as contained in its Report Number 00106/2.0927/AU.1/05/1317-1/1/IV/2019, dated April 26, 2019 with the opinion of “Fair Without Exception” and Granting full discharge to the Board of Directors from all managerial actions and to the Board of Commissioners from their supervisory duties in the accounting year ended December 31, 2018 (et quit de charge) to the extent reflected in the Company’s Annual financial statement for the accounting year ended December 31, 2018”

⦁ 2nd Meeting Agenda :

As the Shareholders and/or Its Proxies did not gave any Disapproval Vote or Abstention Vote, the Meeting on the basis of mutual consensus decided : “The approval of the Company’s Financial Position Report as of December 31, 2018 as well as Calculation of the Company’s Profit and Loss and Other Comprehensive Income for the year ended December 31, 2018”

⦁ 3rd Meeting Agenda :

As the Shareholders and/or Its Proxies did not gave any Disapproval Vote or Abstention Vote, the Meeting on the basis of mutual consensus decided : “Delegating to the Board of Commissioners to appoint a Public Accountant registered with the Financial Services Authority to perform audit on the Company’s ledgers in 2019 as well as other terms of appointment in accordance with applicable laws and regulations in the Capital Market”

⦁ 4th Meeting Agenda :

As the Shareholders and/or Its Proxies did not gave any Disapproval Vote or Abstention Vote, the Meeting on the basis of mutual consensus decided :

  1. Determining the amount and type of honorarium of the Board of Commissioners at 2/3 (two thirds) of the amount and type of honorarium received by the Board of Directors.
  2. Delegating authority and power for and on behalf of the Shareholders’ Meeting to determines the honorarium and / or other benefit for each member of the Board of Directors in 2019.
  3. Delegating authority and power to the Board of Commissioners to determine the responsibility and authority of each member of the Board of Directors”

This Minutes of Meeting is made in accordance with the provisions in Article 32 POJK 32/2014


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