speaker

Corporate governance

BOARD OF COMMISSIONERS

The Board of Commissioners is responsible for supervising the management of the Company. Its principal function is to advise and give recommendations to the Board of Directors.

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 :

  • Adrianto Machribie, President Commissioner (Independent).
  • George Santosa Tahija, Commissioner.
  • Sjakon George Tahija, Commissioner.
  • Istama Tatang Siddharta, Commissioner.
  • Anastasius Wahyuhadi, Commissioner.
  • Josep Kristiadi, Independent Commissioner.
  • Darwin Cyril Noerhadi, Independent Commissioner.

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:

  1. to carry out the supervision and to be responsible for the supervision of the management of the Company or the business of the Company and to provide advice to the Board of Directors.
  2. to approve the annual working plan of the Company at the latest before the commencement of a new financial year.
  3. to carry out duties specifically designated to it pursuant to the Articles of Association, the prevailing laws and regulations and/or the resolutions of the GMS.
  4. to carry out duties, powers and responsibilities in accordance with the Articles of Association of the Company and the resolutions of the GMS.
  5. to examine and review the annual report prepared by the Board of Directors and to sign such annual report.
  6. to obey the Articles of Association and the laws and regulations as well as to implement principles of professionalism, efficiency, transparency, independency, accountability and appropriateness.

With regard to those duties, the Board of Commissioners has the following obligations:

  1. to supervise the implementation of the annual working plan of the Company.
  2. to keep updated with the activities of the Company and in the event the Company shows indications of major impediments, to immediately report to the GMS together with advice on rectification.
  3. to provide opinions and advice to the GMS regarding any matter deemed pivotal for the management of the Company.
  4. to carry out other supervision duties as determined by the GMS.
  5. to provide inputs on the regular reports of the Board of Directors and to provide inputs at any time relating to the development of the Company.

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.

  1. Never been declared bankrupt;
  2. Has never been a member of the Board of Commissioners responsible on behalf of a company declared bankrupt;
  3. Never failed because of committing a crime that caused losses to the state and / or related to the financial sector; and
  4. Has never been a member of the Board of Commissioners as long as:

- 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:

  1. Not a person who works or has the authority and responsibility to plan, lead, control, or supervise the Company's activities within the last 6 (six) months, except for re-appointment as the Company's Independent Commissioner for the next period;
  2. Do not own shares, either directly or indirectly in the Company;
  3. Has no affiliation with the Company, members of the Board of Commissioners, members of the Board of Directors, or major shareholders of the Company; and
  4. Does not have a business relationship, either directly or indirectly, related to the Company's business activities.

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.

Independence

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 42% of the board. The independent commissioners fulfill the qualification requirements set out in all existing laws and regulations.

 

Board of Commissioners Charter


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