It is also responsible for monitoring the policies adopted by the Board of Directors, and its performance in executing its management duties in accordance with the provisions of the Articles of Association of the Company and applicable laws and regulations. It is tasked with ensuring that the Board of Directors has implemented good corporate governance at all levels.
Currently, the composition of the Board of Commissioners is as follows :
DUTIES AND RESPONSIBILITIES OF THE BOARD OF COMMISSIONERS
The duties of the Board of Commissioners, as stated in the Board of Commissioners’ Charter, are as follows:
With regard to those duties, the Board of Commissioners has the following obligations:
The Criteria for The Board of Commisioners
Those who can be appointed as members of the Board of Commissioners are individuals who meet the requirements at the time of appointment and during the response:
a. Have good character, morals and integrity;
b. Proficient in performing legal acts;
c. Within 5 (five) years prior to appointment and during term of office.
- Never held an Annual General Meeting of Shareholders (“GMS”);
- His accountability as a member of the Board of Commissioners has been accepted by the GMS or has never given accountability as a member of the Board of Commissioners to the GMS;
- Has caused a company that obtained a license, approval or registration from OJK to fail to fulfill its obligation to submit an annual report and / or financial report to OJK.
d. Have a commitment to comply with laws and regulations;
e. Have knowledge and / or expertise in the fields required by the Company; and
f. Fulfilling other requirements based on the prevailing laws and regulations.
The Criteria of Independent Commisioner
In addition to comply to the provisions referred to in paragraph 1, the Independent Commissioner must meet the following requirements:
Appointment, Dismissal and Term of Office of the Board Of Commissioners
According to the Articles of Association, the Board of Commissioners must have at least two members, one of whom to be appointed as the President Commissioner. Commissioners are appointed by the general meeting of shareholders at the recommendation of the Company’s Nomination and Remuneration Committee. A Commissioner’s term runs until the fifth AGMS following his or her appointment. However, the general meeting of shareholders reserves the right to dismiss a Commissioner during his or her term of office or to re-appoint a Commissioner whose term of office has expired.
The members of the Board of Commissioners have all met the qualification requirements as stipulated by applicable laws and regulations, specifically with regard to the capital market regulations, and they have a comprehensive understanding of the Company’s business activities so that they can make decisions independently as part of their duty to supervise the Company’s management.
The independence of the Board of Commissioners is essential to its efficacy as a mechanism of checks and balances. In compliance with the capital market regulations, consistently, minimum 30% of the members are independent. There are currently three independent commissioners, representing 37.5% of the board. The independent commissioners fulfill the qualification requirements set out in all existing laws and regulations.
Board of Commissioners Charter