The Board of Directors is an organ of the Company authorized to perform the management of the Company, representing the Company in and out of court, responsible for long-term sustainability of the company, and is accountable for the performance of its duties and responsibilities to the shareholders in the GMS.
Proposal for the appointment, dismissal, and/or replacement of members of the Board of Directors are conducted by the Board of Commissioners with regard to the recommendations of the Nomination Committee, to be proposed in the GMS. The appointment of members of the Board of Directors shall be effective from the date of the GMS.
Members of the Board of Directors are appointed by GMS for a period of 5 (five) years. Nonetheless, the GMS is entitled to dismiss the members of the Board of Directors at any time before the end of the tenure.
Duties, Authorities, and Responsibilities of the Board of Directors
Duties
- Review and approve the Company’s vision and mission together at least once every 5 (five) years
- Lead and manage the Company in accordance with the Company’s
purpose and objective, with good faith, prudence for the Company’s
interests, and free from conflicts of interests
- Maintain and manage the Company’s assets for the Company’s interest
- Conduct GCG, create internal control structure, ensure internal
audit function in every Company’s business and in accordance with the
guidance or policies from the Board of Commissioners
- Prepare the development plan for the Company, annual business and
budget plan of the Company, including any other plan that is related to
the Company’s business and informs it to the Board of Commissioners to
obtain approval from the Board of Commissioners, before the next fiscal
year, by taking into account the applicable regulations in capital
market
- Administer and maintain the Company’s bookkeeping in accordance with the standards reasonably applicable to a company
- Create accounting system with internal control basis, especially on
the separations of managing, recording, saving, and supervising
functions
- Deliver accountability and provide information about the condition
of the Company, in the form of Company’s activities report, including
Financial Statements, either in the form of Annual Reports or any other
form of periodic reports, in accordance with procedure and schedule set
in Articles of Association of the Company and/or anytime asked by the
Board of Commissioners
- Provide accurate, relevant, and timely data and information to the Board of Commissioners
- Establish an Internal Audit Unit led by the head of the Internal Audit Unit and may form other committee or unit (if needed)
- Follow up audit findings and recommendation from the Audit
Committee, Internal Audit Unit, external auditor, and/or supervisory
notice from capital market authority
- Arrange the organizational structure of the Company
- File the Company’s Financial Statement to AP to be audited
- File accountability reports on the management of the Company for 1
(one) year to GMS at the latest 6 (six) months after the closing of
fiscal year of the Company
- Submit report and disclosure of information to OJK, IDX, and any other authority in accordance with applicable regulations
- Hold at least one public expose in a year in accordance with
procedure and requirements stipulated in applicable capital market
regulations
Authorities
The authority of 2 (two) directors together as stipulated in the Company’s Articles of Association, including the following:
- Represent the Company, both inside and outside the court regarding all matters and in all events
- Bind the Company with other parties and other parties with the Company
- With the approval of the Board of Commissioners:
- 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 assests
- Acquire a company
- With approval of the GMS:
- Carry
out legal actions in the form of transactions that contain conflicts of
personal economic interests of the members of the Board of Directors,
Board of Commissioners or shareholders, with the economic interests of
the Company
- Transfer the assets of the Company or make guarantee
for debt of the Company’s, which is more than 50% of the total net
assets of the Company in 1 (one) financial year, wether in 1 (one)
transaction or more, whether related to one another or not, one another
in accordance with the provisions of Article 102 UUPT
- File for bankruptcy of the Company
The
Company prohibits member of the Board of Directors from representing
the Company in the event of a case in court between the Company and the
member of the Board of Directors concerned, or the relevant member of
the Board of Directors has conflict of interest, or the relevant member
of the Board of Directors is temporarily dismissed.
Responsibilities
In
accordance with the Company’s Articles of Association, each member of
the Board of Directors is responsible for the losses sustained by the
Company if he/she has been at fault or in failure in performing his/her
duties.
The Board of Directors shall not be held liable for any loss sustained by the Company when he/she can prove that:
- The loss is not caused by his/her fault or failure
- 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 which results in losses, and
- He/she has taken necessary measures to prevent the occurrence or continuation of such losses
