Served as a director
PT Lintasvara Nusantara Tbk
Board of directors (executive, two-tier structure)
April 2021–present
Member of the five-person board of directors as finance director; shares collective responsibility for management decisions.
Arif Danuwiraja · Chief Financial Officer · Singapore / Southeast Asia
Questions a commissioner should ask about currency and leases
My contribution to a board
I would bring a finance director's view of businesses that spend first and earn slowly. Most of my career has been spent on three questions that recur well beyond telecommunications. Which currency should carry the risk of an investment? What does an asset cost to own over its life, not merely to acquire? And does the reported measure of customers or volume still mean what the board thinks it means? I have answered those questions as an executive, with the access and authority that an executive position provides. As a commissioner or non-executive director, I would have less information and no authority to act, so my contribution would come through questions and through the audit or risk committee's work. I can read a lease schedule, a hedging report and a capital plan quickly, and I know where optimism tends to hide in each of them. I am less experienced in remuneration, in consumer regulation outside telecommunications and in businesses whose revenue depends on commodity prices. I would say so and listen carefully before offering a view.
Committee contribution
| Capacity | Committees |
|---|---|
| Ready to join | Audit committee · Risk monitoring committee |
Capacity and preferences
- Time available
- 24 days per year
- Current directorships
- 1
- Sectors
- Transport and logistics infrastructure · Data infrastructure and utilities · Capital-intensive consumer services
- Company type
- Listed Indonesian company with a two-tier board, or a listed or substantial private company in Singapore or Malaysia
- Company stage
- Funding a long investment programme or reshaping its balance sheet
The seat I am pursuing
I am seeking one seat, not a portfolio. In Indonesia, that would be an independent commissioner role at a listed company whose audit committee could use a member with treasury and capital-programme experience. OJK rules and the company's own articles would determine eligibility and the limits on concurrent positions, and I would ask for that review before any nomination. In Singapore or Malaysia, I would consider an independent non-executive directorship on a listed board or at a substantial private company preparing for listing. Sectors with long-lived assets and local-currency revenue suit my experience best. I would not take a chair role in the first term. I would rather contribute well to one committee, learn how a board in another sector operates and earn the trust of its members before offering anything more. I would also ask how the board reviews its own effectiveness, and whether challenge from a new member is welcomed in practice as well as in principle.
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
The IICA Independent Directors' Databank is an Indian requirement and does not apply to the Indonesian, Singapore or Malaysian seats I am considering. I have not registered with it. If an Indian appointment were ever proposed, I would take advice on the process at that time.
- I am studying the duties of commissioners under Indonesia's company law and OJK rules for listed companies, including how audit committees are composed.
- I am reading the Singapore Code of Corporate Governance to understand how a unitary board divides oversight between the board and its committees.
Board and committee exposure
Reported to a committee
PT Lintasvara Nusantara Tbk
Audit committee of the board of commissioners
April 2021–present
Presents quarterly results, audit findings, hedging positions and lease reporting to the audit committee.
Presented to the Board or a committee
PT Lintasvara Nusantara Tbk
Board of commissioners
July 2016–present
Presented funding, listing and tower-sale proposals for approval; not a commissioner.
Judgement in practice
Counting the lease obligation beside the debt
After our tower sale, the debt ratio most people quoted excluded the new lease liabilities, because rentals fall below EBITDA under the lease standard. The lower figure was technically correct and still incomplete. I asked that both figures be reported to the commissioners and to lenders every quarter. A board member at another company could ask the same question of any sale-and-leaseback, outsourcing contract or long concession: what obligation has replaced the asset, and is it counted alongside debt? The purpose would not be to block a transaction. It would be to make sure the board approves the obligation as well as the proceeds.
Testing the cheaper loan against the business that repays it
Our refinancing decision turned on a question that boards often meet in disguise. A dollar loan offered a lower coupon, but the company earned only rupiah. I recommended the more expensive rupiah route, and the president director initially disagreed. As a non-executive, I would not make that recommendation myself. I would ask management to show the cost of each option after hedging, the effect of a sustained currency move on interest cover and covenant headroom, and who would carry the loss. If the cheaper loan still made sense after that analysis, I would support it. What I would resist is a choice made on the headline coupon alone.
My first year on a board
My first months would go on learning, not advising. I would ask the chair or the president commissioner for the last two years of board and committee papers, the external auditor's management letters and the funding plan, and I would read them before my first meeting. I would visit at least two operating sites with management and meet the finance director, the head of internal audit and the external audit partner separately. In the first budget cycle I would watch how capital requests reach the board: whether they come in tranches, which assumptions are tested and which arrive already settled. I would keep a list of questions and raise them gradually, through the committee chair where that is more appropriate. By the end of the year I would ask the chair for direct feedback on whether my questions helped the board decide better, and which areas I should study more before the next cycle. I would also read the financing documents themselves, including covenants and any lease or concession agreements, because they often hold the obligations that board papers summarise least carefully.
Conflicts and their management
My employer has relationships across the telecommunications chain. Mobile operators rent space on our remaining towers and buy enterprise circuits from us. A tower company owns most of the sites we sold and leases space back to us. Equipment suppliers, Indonesian banks and our bondholders each have commercial interests in our business. I would map these relationships against any prospective company's customers, suppliers and lenders before agreeing to a discussion. I would decline any seat at a competitor, supplier or landlord of Lintasvara. Where a smaller connection exists, I would disclose it, step out of the relevant discussion and record that I had done so. If those exclusions became frequent, I would resign rather than serve as a director who cannot discuss the company's main issues. Time is the other constraint. My first duty is to Lintasvara, and I would schedule board work outside our reporting and bond-disclosure periods wherever possible.
My independence statement
My executive position at Lintasvara and its relationships with mobile operators, a tower owner, equipment suppliers, banks and bondholders must be declared before any discussion. I would let the nominating company and its advisers judge my independence under the rules that apply to it.