Board Of Commissioners

The Board of Commissioners is an organ of the Company appointed by the GMS to perform supervisory and advisory functions on the implementation of policies, strategies, and corporate governance performed by the Board of Directors. The Board of Commissioners carries out its functions in accordance with the Articles of Association and is accountable to the GMS.

Proposal for the appointment, dismissal, and/or replacement of members of the Board of Commissioners are conducted by taking into account the recommendations from the Nomination Committee, to further be proposed in the GMS. The appointment of members of the Board of Commissioners shall be effective from the date of the GMS.

Members of the Board of Commissioners are appointed for a period of 5 (five) years. However, GMS may dismiss at any time before the tenure ends or re-appoint.

Duties, Authorities, and Responsibilities of the Board of Commissioners

Duties, authorities, and responsibilities of the Board of Commissioners are stipulated in the Company’s Articles of Association and Charter of the Board of Commissioners.

Duties

The Board of Commissioners is collectively responsible in carrying out their duties to:

  1. Review and approve the Company’s vision and mission, together with the Board of Directors, for at least once every 5 (five) years.
  2. Guide, supervise, and evaluate the execution of strategic policies, business plan, and annual budget of the Company as well as to perform supervision on the implementation of duties and responsibilities of the Board of Directors and to provide advice to the Board of Directors.
  3. Supervise the implementation of GCG in the Company.
  4. Establish at least an Audit Committee and may establish a Nomination Committee, Remuneration Committee, and other committees to support the implementation of duties and responsibilities of the Board of Commissioners.
  5. Perform the nomination and remuneration functions, in the event of no Nomination Committee and Remuneration Committee that have been established.
  6. Ensure that audit findings and recommendations from the Audit Committee, Internal Audit Unit, external auditor, and/or supervisory notice from capital market authority have been followed up by the Board of Directors.

Each member of the Board of Commissioners, including the President Commissioner, possesses an equal position. The President Commissioner essentially has the same duties and responsibilities as other members of the Board of Commissioners, with additional duties to coordinate the activities of the Board of Commissioners, announce the notifications for the meetings of the Board of Commissioners, and to chair the meetings of the Board of Commissioners. In the event that the President Commissioner is absent, the execution of the duties of the President Commissioner may be performed by other member of the Board of Commissioners.

Authorities

The authorities of the Board of Commissioners, are as follows:

  • Approve the Company’s annual business plan and budget
  • Approve for the Company’s corporate action plan, as follows:
    • Borrow or lend money on behalf of the Company (not including withdrawing the Company’s money from the bank)
    • Establish business(es) or participate in other domestic or foreign companies
    • Purchase fixed assets other than that of daily business activities with a value of more than Rp 5 billion
    • Rent or lease out the Company’s assets other than that of daily business activities with a value of more than Rp 5 billion
    • Sell or in other ways release the rights of fixed assets and companies or to burden fixed assets of the Company with value of up to 50% of the Company’s assests
    • Bind the Company as a guarantor with value of up to 50% of the Company’s assets
    • Acquire a company
  • Enter buildings and courtyards or other places used or owned by the Company and examining all bookkeeping, documents, cash and other evidence at any time during the Company’s office hours.
  • Review management actions and hold meetings with the Board of Directors to discuss various issues of the Company
  • Conduct visits to various locations of subsidiaries and/or branches of the Company
  • Propose replacement and/or appointment of members of the Board of Directors to the GMS with regard to recommendations of the Nomination Committee
  • Temporarily dismiss members of the Board of Directors if the member of the Board of Directors acts contrary to the Articles of Association of the Company, harms the Company, neglects obligations and/or violates the prevailing laws and regulations. The procedure for the temporary dismissal refers to the Company’s Articles of Association
  • Perform any other actions that are relevant to its duties and responsibilities based on Articles of Association of the Company and applicable regulations

Responsibilities

Each member of the Board of Commissioners acts based on the decision of the Board of Commissioners and is jointly and severally liable for the Company’s losses causes by the negligence of the members of the Board of Commissioners in carrying out their duties.

Members of the Board of Commissioners cannot be held liable for the Company’s losses if they can prove that:

  • The loss is not due to his/her fault or negligence
  • He/she has conducted supervision in good faith, reponsibly, and prudence for the benefit of the Company and in accordance with the aims and objectives of the Company
  • He/she has no personal interest either directly or indirectly for the management actions taken by the Board of Directors which results in losses
  • He/she has given advice to the the Board of Directors to prevent the occurrence or continuation of such losses