The Board of Directors conducts its duties and responsibilities based on the Financial Services Authority Regulation No. 33/POJK.04/2014 on the Board of Directors and Commisioners of Stock Issuers or Public Companies and the Company’s Articles of Association.
Duties and responsibilities of the Board of Directors are based on Article 13 of the Company’s Articles of Association, include :
The Board of Directors reserves the right to represent the Company in and out of the court on all matters and in all events, bind the Company with other parties and other parties with the Company, and carry out all actions, either on management or ownership in accordance with the purposes and objectives of the Company, however with limitations that for :
Borrowing or lending money on behalf of the Company (excluding withdrawing the Company’s money at the Bank) ;
Establishing a new business or participating in other companies either at home or abroad ;
Buying assets in the form of immovable goods and companies, except assets that form Company’s inventory ;
Renting and/or leasing Company’s assets, except those are in the context of the Company’s daily business activities ;
Selling or by other means releasing rights to fixed assets and/or companies (which are not inventories) or pledging the Company’s assets whose value is less than or up to 20% of the total net assets in the Company ; and
Binding the Company as the pledgor whose value is less than or up to 20% of the total assets in the Company ; must be with written approval from the Company’s Board of Commisioners, regarding the legislation and the Capital Market regulation and the Securities Exchange Regulation in the place where the Company’s shares listed.
To carry out legal actions in the transactions from containing a conflict of personal economic interests of members of the Board of Directors, Board of Commissioners or Majority Shareholders, with the Company’s economic interests, the Board of Directors requires approval from the GMS based on the affirmative vote more than half of Shareholders who have no conflict of interest.
The Board of Directors is authorized to :
The President Director reserves the right and authority to act for and on behalf of the Board of Directors and represents the Company ; and
In the absence or prevention of the President Director for any reason whatsoever, for which no clarification to the third parties is necessary, then two members of other Board of Directors shall be collectively entitled and authorized to act for and on behalf of the Board of Directors and represent the company.
The Board of Directors shall request approval from the GMS to :
Transfer the Company’s assets (which are not inventories) ; or
Make collateral for the Company’s debt assets, which constitutes more than 50% of the total net assets of the Company, regarding the Capital Market Regulation.
In the event that the Company has interests that are in conflict with the personal interests of a member of the Board of Directors, the Company will be represented by other members of the Board of Directors designated by the Board of Directors meeting. In addition, in the event that the Company has interests that are in conflict with the interests of all members of the Board of Directors, then in this case the Company is represented by members of the Board of Commissioners designated under the Board of Commissioners’ Meeting, with due to observance of the prevailing laws and regulations
The Board of Directors must request approval of the GMS to file a bankruptcy of the Company.
The distribution of duties and authorities of each member of the Board of Directors shall be determined by the GMS and such authority by the GMS may be delegated to the Board of Commissioner.
The Company’s Board of Directors performs its duties and responsibilities professionally and independently, and without any intervention from other parties that may cause a conflict of interest. In addition, the appointed Independent Director of the Company does not have a relationship with members of the Board of Commissioners, Directors, and the Majority and Controlling Shareholders that may affect its capacity to act independently.
In accordance with the Company’s Articles of Association, members of the Board of Directors can hold concurrent positions as :
A member of the Board of Directors for a maximum at 1 other public company;
A member of the Board of Commissioners for a maximum at 3 other public companies; and/or
The Committee member for a maximum at 5 committees in public Companies where he/she also serve as a member of the Board of Directors or a member of the Board of Commissioners.
The Board of Directors is required to hold internal meetings at least once a month and holds joint meetings with the Board of Commissioners at least once in 4 months.
The performance evaluation of the Board of Directors is conducted by the Board of Commissioners and approved by Shareholders through the GMS mechanism. The evaluation is conducted by considering results of the Board of Directors’ achievement throughout the financial year as well as its compliance with the prevailing legislation, the Company’s Articles of Association, and GCG principles.
The procedure for determining the Board of Directors remuneration is conducted by Shareholders at the Annual GMS taking the performance and conditions of the Company into account. Based on the Annual General Meeting of Shareholders resolution on Juni 20, 2019, Shareholders have authorized the Company’s the Board of Commissioners to determine the salary and other benefits for members of the Company’s Board of Directors in accordance with the provisions of Article 96 of the Number 40 of 2007 on Limited Liability Companies.
The Board of Commissioners is the Company’s organ that is in charge of conducting supervision and providing advice to the Board of Directors relating to the management of the Company. The Board of Commissioners always ensures that the Company’s business operations are in accordance with the prevailing legislation, Articles of Association, and GCG principles.
The Board of Commissioners perform duties and responsibilities under the Financial Services Authority Regulation No. 33/POJK.04/2014 on the Board of Directors and Commissioners of Stock Issuers or Public Companies and the Company’s Articles of Association.
Based on Article 16 of the Company’s Article of Association, the Board of Commissioners duties and authorities include :
Supervise and be responsible for supervision of management policies, general management, either on the Company or the Company’s Business, and provide advice to the Board of Directors;
Under specific conditions, the Board of Commissioners must hold an annual GMS and other GMS in accordance with their authorities as set forth in the legislation and Articles of Association;
Members of the Board of Commissioners shall perform their duties and responsibilities as mandated in good faith, full of responsibilities and prudence;
In order to support the effectiveness of conducting its duties and resposibilities, the Board of Commissioners shall form an Audit Committee and may form other committees;
The Board of Commissioners shall evaluate the performance of the committee assisting the implementation of its duties and responsibilities at the end of each financial year;
The Board of Commissioners reserves the authority to suspend members of the Board of Directors by stating the reasons; and
The Board of Commissioners may take action to manage the Company in the event that all Directors have a conflict of interest with the Company.
The Company holds 1 Independent Commissioners of the total 3 members of the Board of Commissioners. As such, the Company has met the criteria related to the regulation that applies in Capital Market that every Public Company shall have an independent Commissioner of at least 30% of appointed as an Independent Commissioners meets the following criteria :
Not an individual working or having the authority and responsibility to plan, lead, control, or supervise the Company’s operations within the last 6 months, except for reappointment as an Independent Commissioner of the Company in the following period;
Does not have shares, either directly or indirectly with the Company;
Not affiliated with the Company, members of the Board of Commissioners, Board of Directors, or the Company’s Majority Shareholders; and
Does not have a business relationship, directly or indirectly, relating to the Company’s business activities.
Members of the Board of Commissioners act professionaliy and independently in conducting its duties and responsibilities. In addition, the Company’s Independent Commissioners do not have relations with other members of the Board of Commissioners, Board of Directors and Major and Controlling Shareholders that may affect their ability to act independently.
Based on the Company’s Articles of Association, members of the Board of Commissioners can hold concurrent positions as :
Members of the Board of Directors at a maximum of 2 other public companies; and
Members of the Board of Commissioners at a maximum of 2 other public companies.
The Board of Commissioners shall hold internal meetings at least once in 2 months and hold meetings with the Board of Directors at least onnce in 4 months.
The performance evaluation of the Board of Commissioners is carried out by the Shareholders through the GMS mechanism. The evaluation is conducted by considering results of the Board of Commissioners’ achievement throughout the financial year as well as its compliance with the prevailing legislation, the Company’s Articles of Association, and GCG principles.
Results of the performance evaluation for the 2019 financial year show that the Board of Commissioners has performed its duties in accordance with the prevailing legislation, the Articles of Association of the Company, and GCG principles. These results are used as the basis for the Board of Commissioners to improve its performance in the following year.
The procedure for determining the Board of Commissioners remuneration is conducted by Shareholders at the Annual GMS taking the performance and conditions of the Company into account. Based on the Annual GMS resolution on June 20, 2019, Shareholders have authorized the determination of the amount of honorarium and benefits for the Board of Commissioners members to the President Commissioners based on Article 113 of the Law No. 40 of 2007 on Limited Liability Companies..
The Board of Commissioners periodically evaluates the Audit Committee as a supporting organ that assist in conducting the supervision and advisory functions to the Board of Directors on the Company’s business continuity. This evaluation is conducted under the compliance of the Audit Committee duties and responsibilities and the quality of supervision and recommendations generated.