Investor
The latest investor relations information
- Audit Committee
- Code of Conduct
- Risks & How We Manage
- Whistleblowing System
- Nomination and Remuneration Committee
- Stock Information
- Internal Audit Unit
Audit Committee
The Audit Committee was formed in accordance to OJK Regulation No. 55/POJK.04/2015 concerning Establishment and Guidelines for the Implementation of the Audit Committee’s Work, as well as provisions from the Indonesia Stock Exchange related to the fairness of financial reports, risk management, internal controls, legal compliance, external auditor assessment, and the function of internal audit. The main function of the Audit Committee is to support the performance of the Board of Commissioners in conducting supervision in accordance with applicable regulations and to work independently.
Members of the Audit Committee are appointed by the Board of Commissioners. The Independent Commissioners of the Company concurrently serve as the Audit Committee Chairperson. All members of the Audit Committee are required to attend scheduled meetings every quarter to review the effectiveness of internal and external audits, review financial reports, and evaluate the effectiveness of internal controls, in accordance with the Audit Committee Charter.
Currently, the Audit Committee members are as follows:
Victor Setiawan Taslim (Chairperson)
Indonesian citizen, born in 1992 (32 years old). He completed his studies at the University of New South Wales, Australia, in 2014, and obtained a Bachelor of Commerce with Distinction. He has served as a member of the Audit Committee since 2024.
Riono Trisongko Member (Member)
He is an Indonesian citizen, born in 1959 (64 years old). He earned a Diploma in Accounting in 1988. He has served as a member of the Audit Committee since 2022.
Imam Sugiarto (Member)
Indonesian citizen, born in 1959 (64 years old). He earned his Diploma in Accountancy in 1988 from Sekolah Tinggi Akuntansi Negara. He has served as a member of the Audit Committee since 2024.
Code of Conduct
One of MBA’s key success factors is adhering to the Code of Conduct in daily work, both at the office and at the stores. The Company’s Code of Conduct serves as a guide for conducting business and as a basis for making daily decisions. All MBA personnels at all levels, from staff to the Board of Commissioners and Directors, are expected to comply with all applicable regulations, including internal rules stated in the Code of Conduct.
Every new employee at the Company undergoes the Code of Conduct induction program. In addition, they also receive continuous and consistent socialization regarding Company policies.
Culture of Respect and Equal Opportunity
MBA upholds a culture of mutual respect, accordingly we are committed to promoting equality and provide equal job opportunities. The Company strongly rejects all forms of discrimination based on gender, religion, race, nationality or ethnicity, cultural background, social group, disabilities, marital status, and age. Likewise, in the recruitment, promotion, or other aspects, decisions will always be based entirely on the qualifications and merits of the employees without discrimination.
Confidentiality
All MBA employees are required to safeguard the confidentiality of sensitive information to prevent inappropriate disclosure.
Safe and healthy environment
The Company is committed to maintain a safe, healthy, and stable work environment. All MBA employees are expected to comply with all applicable safety, health, and environmental regulations.
Use of company’s assets
All employees are provided with the necessary facilities to perform their duties. These facilities are the Company’s property and should not be used for personal purposes.
Integrity
The Company requires all employees to comply with reasonable business regulations and practices. Employees are expected to act in accordance with standards of reasonableness and uphold integrity and transparency. The Company has detailed anticorruption policies outlined in the Code of Conduct. Employees are asked to avoid conflicts of interest and always prioritize the organization’s interests over personal or other business interests.
Commitment to environmental responsibility
The Company is committed to environmental issues and continues to take steps to strengthen its commitment through responsible environmental practices.
Risks & how we manage
In conducting its business activities, MBA faces several risks that are important to identify and control. Risk management processes are intended to maximize value for shareholders and ensure the availability of an effective evaluation system without hindering business flexibility and continuity. The main risk factors related to the Company are as follows:
Economic Risks
MBA’s business is vulnerable to domestic, regional, and global economic conditions. Changes in consumer confidence and economic welfare can negatively impact on the business, including the potential decline of demand to our products, which can potentially lower the Company’s financial performance. To mitigate these risks, the Company continuously considers and monitors external economic conditions when developing strategies. We have established planning and management processes, which involves regular monitoring of budgets and expenditures to anticipate changes in economic conditions.
Political & Social Risks
The political, social, and geopolitical situation, increased scrutiny by authorities, and political developments have a significant influence on the retail sector. Therefore, the Company strives to anticipate the impact of these changes and has established insurance policies and crisis management processes. The CEO and senior management team are involved in the effort to anticipate emergency situations and disaster events that could affect the health and safety of employees and customers. Consequently, the Company is also protected by public liability insurance. Additionally, we anticipate the cessation of business activities by establishing limits in the event of disruptions. All these prevention steps are directed to minimize the potential impact that political, social, and crisis situations could have on business operations and sustainability.
Regulatory Risks
MBA’s business and the retail sector are susceptible to various legal and regulatory changes or developments. Significant changes in legislative regulation and failure to comply with legal and regulatory provisions can impact the Company’s financial and operational performance. In order to maintain compliance, the Company periodically monitors adherence to applicable laws and regulations. We also engage in regular discussions with authorities and industry stakeholders to provide feedback on regulatory reforms and developments in the retail sector.
Business Competition Risk
Competition in the retail sector is fierce, and the Company may encounter the risk of business competition if we fail to create a positive differentiation between our competitors. This risk will impact the Company’s operational and financial performance. To remain ahead of our competitors, we have designed an attractive value proposition through a careful combination of price, product offerings, convenience, customer service, and marketing efforts. Continuous investment in innovation and technology is our focus to build customer satisfaction and increase loyalty, providing a strong incentive for customers to choose shopping with MBA. With this strategy, we hope to gain a competitive edge in the dynamic retail market.
New Business Risks
New business risk occurs if the Company fails to forecast changes in consumer preferences, spending patterns, and lifestyle decisions, potentially leading to a decline in financial performance. Therefore, the Company strives to develop investments in new growth areas, create new revenue sources, and make decisions based on current trends as part of an aggressive growth strategy.
We realize there are no guarantees of success in every new expansion endeavor. Consequently, we need to conduct market feasibility studies before acquiring new brands or opening stores in new cities or shopping centers. This action is taken to reduce risk and ensure that the steps taken are in line with market requirements and can respond to dynamics in consumer behavior.
Financial Risks
The Company faces major financial risks due to the fluctuation of foreign exchange rates, interest rates, liquidity/funding markets, and access to financing sources. To mitigate its vulnerability to these risks, the Company implements policies, guidelines, and control procedures. These measures are designed to manage and report exposure to these financial risks, aiming to mitigate the potential negative impacts on financial performance.
Partnership Relations Risks
MBA does not own most brands in the Company’s portfolio. However, MBA’s role is significant in brand growth. The Company’s success heavily depends on relationships with the brand principals, as well as the strength and popularity of the brands that we manage.
There is no guarantee that the Company will be able to maintain relationships with the brand, or the brand principals. To avoid the termination of relationships with brands’ principals or failure to extend existing contracts, we implement clear partnership strategies while continuing to enhance relationships with brands’ principals. In doing so, we strive to maintain the stability and continuity of relationships that are key to business success.
Natural Disasters & Disease Outbreak Risks
Bad weather or natural disasters, such as storms, floods, fires, earthquakes, terrorist attacks, and pandemics, have the potential to cause state emergency declarations, area closures, travel bans, mall closures, and quarantines, all of which can affect the Company’s business. Adverse events affecting the Company’s stores or facilities can result in disruptions and obstacles to business continuity.
In efforts to mitigate risk and address challenges from these disasters, the Company takes extensive preventative measures. Each location and facility have different requirements, making it crucial to ensure that crisis management plans and crisis response teams at each location can reduce the potential impact of natural disasters or pandemics and restore normal operational conditions as quickly as possible.
In terms of protecting the Company’s assets, MBA has secured comprehensive insurance that provides protection against risks or hazards that could damage assets or facilities. This is aimed at mitigating potential financial losses and ensuring rapid operational recovery in the face of disaster threats or other unforeseen events.
Data Security Risk
With a broad network, most of the Company’s operations, including communication, data storage, and transactions, are regulated through Information Technology (IT) systems. IT system security is a critical aspect of our business. To address this risk, MBA’s IT systems now comprise of secure networks, servers, and data storage infrastructure located in ISO 27001 certified tier-3 data centers, with a secondary data center specifically for Disaster Recovery Center.
We regularly conduct vulnerability reviews on IT systems to detect potential disruptions. Our security team also operates in real-time to respond to threats and prevent data breaches. Any incidents on the system are investigated through root cause analysis to prevent similar occurrences in the future. In every business unit that collects customer personal information, privacy policy rules have been established according to government regulations. The goal is to provide maximum protection against customer personal information and ensure compliance with applicable privacy regulations.
Food Safety Risk
The safety and integrity of food play a crucial role in the Company’s business. To ensure compliance with changing regulations and food safety standards, we implement specific controls throughout the retail process stages, from ingredient collection, storage, food preparation, service, to store cleanliness. The Company has achieved ISO 22000 certification in Food Safety Management System for the production centers of Cold Stone Creamery and Krispy Kreme products.
In addition, our stores implement clear Standard Operating Procedures (SOPs), establishing standards in food handling, cleanliness, and sanitation. In response to the increasing demand for Halal-certified products, brands owned by MBA, including Starbucks, Subway, Genki Sushi, Krispy Kreme, Cold Stone Creamery, and Pizza Marzano, have obtained Halal certification from the Indonesian Ulema Council (MUI).
To provide better service and respond to customer feedback, we prepare customer service channel that can be contacted at every F&B business unit. Thus, we are committed to ensuring quality, safety, and customer satisfaction in every aspect of our operations.
Litigation
The Company faces litigation and regulatory investigation risks, as well as actions from law enforcement or private parties related to our business operations. Significant legal obligations and regulatory actions can negatively impact the business, operating results, financial condition, cash flow, reputation, and credibility of the Company. To protect against these risks, MBA complies with established policies. The Company has also implemented contractual policies with brand owners, suppliers of services or goods, third parties, strategic partners, and customers as an effort to manage risks and maintain legal compliance.
WHISTLEBLOWING SYSTEM
The Company provides an official whistleblower channel that can be used by all employees to report suspected or violation in the Company environment, which are contrary to Company policy and/or applicable laws in Indonesia, which includes acts of theft, harassment, bullying, document forgery, or other violations of the code of ethics. All employees can submit their reports via the hotline or email provided by the Company. The company guarantees the confidentiality of the reporter’s identity and contents of the reports submitted. The company also guarantees the safety of the reporter from intimidation, dismissal, discrimination or other detrimental actions that may arise from the report.
The Internal Audit and Compliance Division will receive and validate all complaints received through the whistleblower system. Furthermore, all valid reports will be classified into 5 (five) types, namely Human Rights, Code of Ethics, Criminal, Inventory Loss, and Fraud. Each case classification will be forwarded to the designated Division to handle the case according to the Whistleblower System SOP.
Complaints and Follow-up
During 2023, the Company received one valid report through the whistleblowing system, related to code of ethics violation. Currently, these cases have been internally handled in accordance with Company regulations.
Nomination and Remuneration Committee
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was established based on OJK Regulation No. 34/POJK.04/2014 concerning Nomination and Remuneration Committee of Issuers or Public Companies, dated December 8, 2014. The primarypurpose of forming this committee is to provide support in the oversight function over the implementation of nomination and remuneration policies for the Board of Directors, Management Team, and employees.
The Company ensures that all members of the Nomination and Remuneration Committee act independently and do not have financial relationships with the organization, except for remuneration rightfully paid for their services as members of the Nomination and Remuneration Committee.
Structure and Membership
Currently, the Nomination and Remuneration Committee members are as follows:
Sandeep Achyut Naik (Chairperson)
A United States citizen, born in India in 1972. Mr. Naik holds a BTech in Instrumentation Engineering from the University of Mumbai, an M.S. in Biomedical Engineering from the Medical College of Virginia and an MBA in Finance from The Wharton School of Business, University of Pennsylvania. He has served as Chairman of the Nomination & Remuneration Committee of the Company since 2024.
Handaka Santosa (Member)
Indonesian citizen born in 1956, he earned his Bachelor Degree in Civil Engineering from University of Diponegoro, Semarang, in 1981. He has served as a member of the Nomination and Remuneration Committee of the Company since 2020.
Dona Indrawati (Member)
She is an Indonesian citizen and was born in 1975. Dona Indrawati completed her education at ICS, Scranton, Pennsylvania, USA, with a focus on Hotel and Restaurant Management, and earned a Bachelor of Science degree in Business Psychology from the University of Essex, England. She has served as a member of the Company’s Nomination & Remuneration Committee since 2022.
The appointment of the Chairperson and members of the Nomination & Remuneration Committee is based on PT Map Boga Adiperkasa Tbk Board of Commissioners Decree, dated October 16th, 2024.
Duties and Responsibilities
As stipulated in the Nomination and Remuneration Committee Charter, the Nomination and Remuneration Committee is responsible for:
I. Nomination Functions:
1. Providing recommendations to the Board of Commissioners regarding:
a. Composition and nomination process for positions of Board of Directors and/or Board of Commissioners
b. Policies and criteria required in the nomination process
c. Performance evaluation policies for members of the Board of Directors and/or Board of Commissioners.
2. Assisting the Board of Commissioners in evaluating the performance of the Board of Directors and/or Board of Commissioners.
3. Providing recommendations to the Board of Commissioners regarding development programs for members of the Board of Directors and/or Board of Commissioners.
4. Reviewing and proposing eligible candidates for the Board of Directors or Board of Commissioners to be presented to the General Meeting of Shareholders.
II. Remuneration Functions:
1. Making recommendations to the Board of Commissioners regarding:
a. Remuneration structure for members of the Board of Directors and Board of Commissioners
b. Remuneration policies for members of the Board of Directors and Board of Commissioners
c. Amount of remuneration for members of the Board of Directors and Board of Commissioners
2. Assisting the Board of Commissioners in determining remuneration for members of the Board of Commissioners and Board of Directors based on their performance.
Meeting Frequency and Attendance of the Nomination and Remuneration Committee
The Nomination and Remuneration Committee met 3 (three) times in 2023, with an attendance rate of 100% (one hundred percent).
Assessment of Board of Commissioners and Board of Directors’ Performance
The Nomination and Remuneration Committee conducts individual performance assessments of each member of the Board of Commissioners and Board of Directors annually.
Remuneration Policy for Members of the Board of Commissioners and Board of Directors
The General Meeting of Shareholders authorizes the Board of Commissioners to design, form, and implement remuneration systems, including honorariums, allowances, salaries, bonuses, and other remunerations for members of the Board of Directors. Several parameters determining the remuneration of Board of Commissioners and Directors include individual performance, Company achievements, market competitiveness, Company financial capabilities, among others. The short-term benefits for Board of Directors members for 2023 amounted to Rp43,948 million. Meanwhile, several Board of Commissioners members also serve as directors at PT Mitra Adiperkasa Tbk, hence all remunerations for Commissioners become the burden and are paid by PT Mitra Adiperkasa Tbk.
STOCK INFORMATION
HISTORY OF SHARE LISTING
On June 21, 2017, the Company went public by listing its shares totaling 2,170,922,900 shares on the Indonesia Stock Exchange (IDX) with an initial offering price of Rp1,680 per share. The approval for the listing of shares was based on the Financial Services Authority Note No. S-306/D.04/2017 dated June 14, 2017.
| Year | Outstanding Shares | Market Capitalization (in billions Rupiah) |
Trading Volume |
| 2022 | 2,170,922,900 | Rp4.11 | 3,548,000 |
| 2023* | 2,387,922,900 | Rp4.63 | 5,412,300 |
*The Company issued 217,000,000 new shares with the PMTHEMTD scheme on 18 August 2023
Internal Audit Unit
The Internal Audit Unit was established on 23 March 2017, and is intended to improve the efficiency and effectiveness of the Company’s activities, including aspects of risk management governance. This unit reports directly to the President Director for the implementation of its duties and collaborates with the Audit Committee in carrying out its responsibilities.
The Internal Audit Unit carries out its functions with reference to the Internal Audit Charter. The Unit’s duties and responsibilities include drafting and implementing the Annual Internal Audit Plan, as well as testing, evaluating, and applying internal controls and risk management systems. The Internal Audit Unit is also responsible for evaluating and assessing various key functions within the Company, including financial, accounting, operational, human resources, marketing, and information technology areas. When necessary, the Internal Audit Unit may conduct investigative audits to protect the Company’s interests. Additionally, the Internal Audit Unit monitors, analyzes, and reports on the follow-up process to ensure that internal audit findings and related recommendations have been addressed.
In carrying out its duties and responsibilities, the Internal Audit Unit adheres to principles such as independence, integrity, honesty, and objectivity, as well as compliance with the Code of Ethics for Internal Auditors. During the reporting period, the Internal Audit Unit has performed its functions optimally. Audit results are submitted to organizational units for evaluation and also to the President Director and the Board of Commissioners.
Profile of the Head of the Internal Audit Unit
Rahman Wahyudi
Indonesian citizen, born in 1989, Rahman is currently the Head of Internal Audit at MBA. Prior to joining MBA, he was the Head of Internal Audit at PT Tereos FKS Indonesia (2022 – 2024), Internal Audit Section Head at PT Sarimelati Kencana Tbk (2021 – 2022), Treasury Manager at PT Telkom Akses (2020 – 2021), Head of Operational Audit at PT Erajaya Swasembada Tbk (2018 – 2020), and Audit Supervisor at Moores Rowland (KAP Y Santosa dan Rekan) from 2012 – 2018. Appointment of the Internal Audit Unit was based Appointment of the Internal Audit Unit was based on Directors’ Decision Letter no. 064/SK-DIR/AI/MBA/X/2024, dated October 18th, 2024. His appointment as Chairman of the Internal Audit Unit was based on his academic background and professional experiences in related fields.
Training and/or Competency Development
During 2023, Internal Audit Unit members did not participate in any training or competency development programs.
Internal Audit Unit Effectiveness Review
In 2023, internal audit activities were focused on the Company’s outlets and warehouses with an emphasis on the following aspects: Inventory/Goods, Cash Calculation (Petty Cash and Cash Register), Fixed Assets, and General Store Operations such as store conditions, staff appearance at store, and administrative activities at stores. During the year, internal audits were conducted 2 (two) to 3 (three) times at store and at least 1 (one) time for warehouses. The audits were performed without prior notice to minimize the risk of fraud, and additional audits were implemented to assist outlets in reducing losses due to lost inventory.