The Board of Commissioners constitutes an organ of the Company established by the General Meeting of Shareholders ("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 Company's Articles of Association.
Each member of the Board of Commissioners is appointed and dismissed by the GMS for a term of 5 (five) years. Appointment of member of the Board of Commissioners is effective as of the date of the GMS resolution.
With approval of the GMS, member of the Board of Commissioners whose term of service has expired may be reappointed. The GMS also holds the authority to dismiss member of the Board of Commissioners at any time before his/her term of service expires.
Proposals related to the appointment, dismissal, and/or replacement of member(s) of the Board of Commissioners that are submitted to the GMS, should be made by taking into account the recommendations from the Nomination Committee.
Duties, authorities, as well as 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:
- Review and approve the Company’s vision and mission, together with the Board of Directors, for at least once every 5 (five) years
- 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
- Supervise the implementation of Good Corporate Governance in the Company
- 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
- Perform the nomination and remuneration functions, in the event of no Nomination Committee and Remuneration Committee that have been established
- 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 Board of Commissioners has the authority to:
- Approve the Company’s annual business plan and budget
- Approve the Company’s corporate action plan, including plans to:
- Borrow or lend money on behalf of the Company (not including withdrawing the Company’s money from the bank)
- Establish businesses 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 assets
- Bind the Company as a guarantor with value of up to 50% of the Company’s assets
- Acquire a company
- Enter buildings and land or other places used by or under authority of the Company and examine all books, documents, cash, and other evidences 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 the replacement and/or appointment of one or more members of the Board of Directors to the GMS with regard to recommendations from the Nomination Committee
- Temporarily dismiss one or more members of the Board of Directors should they act contrary to the Articles of Association of the Company, harm the Company, neglect their obligations and/or violate the applicable laws and regulations. The procedure for such dismissal should refer to the Articles of Association of the Company.
- Perform other actions relevant to its duties and responsibilities based on the Articles of Association of the Company as well as the applicable regulations
Responsibilities
Each member of the Board of Commissioners shall act based on the decision of the Board of Commissioners and is jointly liable for the Company’s losses caused by negligence of the members of the Board of Commissioners in carrying out their duties.
The member of the Board of Commissioners shall not be held liable for any loss sustained by the Company if he/she can prove that:
- The loss is not due to his/her fault or negligence
- He/she has conducted supervision in good faith, responsibly 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 action taken by the Board of Directors which results in losses
- He/she has given advice to the Board of Directors to prevent the occurrence or continuation of such losses
