Board of Commissioners
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.
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.