| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | Aug 11, 2020 17:52 |
| Status | New |
| Announcement Sub Title | Appointment of Executive Director and Chief Executive Director |
| Announcement Reference | SG200811OTHRMT5I |
| Submitted By (Co./ Ind. Name) | Hermawan Fridiana Herman |
| Designation | Executive Director, Finance |
| Description (Please provide a detailed description of the event in the box below) | Appointment of Executive Director and Chief Executive Director |
| Additional Details | |
| Date Of Appointment | 01/09/2020 |
| Name Of Person | Bani Maulana Mulia |
| Age | 40 |
| Country Of Principal Residence | Indonesia |
| The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process) | The Board, having considered the Nominating Committee s recommendation and assessment of Mr. Bani Maulana Mulia's ("Mr. Bani") qualifications, past work experiences and years of service in the Group, is satisfied that he has requisite knowledge, experience and capability to assume the duties and responsibilities as an Executive Director and Chief Executive Officer. In line with the Company's succession plan, the Board approved the appointment of Mr. Bani as an Executive Director and Chief Executive Officer of the Company. |
| Whether appointment is executive, and if so, the area of responsibility | Executive Area of responsibility: 1. Day-to-day operation of the Group's business 2. Steering the strategic direction and growth of the Group's business |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | Executive Director and Chief Executive Director |
| Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/ or substantial shareholder of the listed issuer or any of its principal subsidiaries | Yes. 1. Son of Mr. Masli Mulia, Non-Executive Chairman of the Company. 2. Son of Mrs Chandraleika Mulia, a shareholder of PT Ngrumat Bondo Utomo (substantial shareholder of PT Samudera Indonesia Tbk., which is a substantial shareholder of the Company). 3. Brother of Mr. Trisnadi Sukur Muslim Mulia, Deputy Director of the Company. |
| Conflict of interests (including any competing business) | Yes. Mr. Bani is a director/commissioner of the companies listed in Appendix A. The Company and its subsidiaries ("Group Companies") have entered into transactions with some of the companies listed in Appendix A. The Group Companies may enter into new transactions or renew some of the existing engagement with some of the companies listed in Appendix A. Any potential conflict of interest will be mitigated as follows: 1. Mr. Bani is answerable to the Board of Directors of the Company. All the major decision involving the Group Companies will be determined by the Board of Directors of the Company. The Board of Directors will review instances of conflict of interest involving Mr. Bani. 2. In instances where conflict of interest exist, Mr. Bani will abstain from voting and/or making recommendation. 3. The Company has internal procedure mechanism to assess and ensure that transactions involving conflict of interest shall be on arm's length basis and not prejudicial to the interest of the Group Companies and shareholders of the Company. 4. The Audit Committee will review any actual or potential conflicts of interest. The review involves examination of the nature of the conflict. The Audit Committee will propose measures for the Company to mitigate the impact of such conflict of interest. 5. As chief executive officer of the Company, Mr. Bani owes a duty of fidelity and good faith to the Company. |
| Working experience and occupation(s) during the past 10 years | - PT Samudera Indonesia Tbk : President Director - PT Samudera Indonesia Tangguh : President Director - PT Ngrumat Bondo Utomo : Managing Director - Director or Commissioner in other Samudera Indonesia group of companies Mr. Bani has held various senior management roles in the Samudera Indonesia group of companies before he serves as Board member. He has rich knowledge and experience in shipping, port and logistics businesses. He is also actively serving as the Vice Chairman of Sea Transportation Permanent Committee at the Indonesian Chamber of Commerce and Industry (KADIN), as well as the Transportation and Energy committee member at the Indonesian Employers Association (APINDO). |
| Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6)) | Yes |
| Shareholding interest in the listed issuer and its subsidiaries? | Yes |
| Shareholding Details | Samudera Shipping Line Ltd - 3,272,000 shares |
| # These fields are not applicable for announcements of appointments pursuant to Listing Rule 704 (9) or Catalist Rule 704 (8). | |
| Past (for the last 5 years) | Please refer to Appendix "B" |
| Present | Please refer to Appendix "A" |
| (a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? | No |
| (b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? | No |
| (c) Whether there is any unsatisfied judgment against him? | No |
| (d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? | No |
| (e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? | No |
| (f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? | No |
| (g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? | No |
| (h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? | No |
| (i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? | No |
| (j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :- | |
| (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or | No |
| (ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or | No |
| (iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or | No |
| (iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? | No |
| (k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? | No |
| Any prior experience as a director of an issuer listed on the Exchange? | No |
| If no, please state if the director has attended or will be attending training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange | The Company will arrange for Mr Bani to attend relevant courses with the Singapore Institute of Directors to familiarise himself with the role and responsibilities of a Director of a public listed company in Singapore. The Company will also conduct a comprehensive orientation programme for Mr. Bani to aid his understanding and familiarisation of the Company's business activities, operations and strategic directions. |
| Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable) | NA |
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