Comissioners Work Guidelines

The Board of Commissioners comprises six members, namely one President Commissioner who is also an Independent Commissioner, three Commissioners, one Independent Commissioner and one vice President Commissioner. Thus, the composition of the Independent Commissioners is 1/3 (one third) of the total number of members of the BOC. The composition is in accordance with the Company’s Articles of Association No. 15, the Indonesia Stock Exchange Listing Rules III.1.4 and the Capital Market and Financial Institution Supervisory Agency (Bapepam LK) no. IX.I.5 stating that a public company should have independent commissioners of at least 30% of the members of the BOC.

The Board of Commissioners holds a quarterly internal meeting attended by all members of BOC and the Audit Committee and other necessary meetings. The profiles of the Commissioners are available in a separate chapter of this Annual Report.
The Board of Commissioners executed its function in supervising the Company’s business development throughout the year, including observing and directing the Board of Directors in executing the responsibilities and evaluating the implemention of the Company’s decisions.
In implementing its duties, the Board of Commissioners was assisted by the Audit Committee. The members of the Audit Committee included two independent members under the supervision of the Independent Commissioner. The BOC held quarterly meetings with the BOD.
 

The Board of Commissioners’ duties and responsibilities:

  1. The Board of Commissioners in overseeing and providing advice to the Board of Directors has the right, at any time, to enter the building and premises or other places used by or belong to the Company. The Board also has the right to inspect the Company’s entire bookkeeping, letters and other business related evidences, including conducing the finding to the Company’s financial condition. This is for the transparency of what the Board of Directors has conducted in terms of running the Company.
  2. In implementing its function, the Board of Commissioners has the right to have clear explanation from the Board of Directors or each member on all the matters the Board of Commissioners need.
  3. At any time, the Board of Commissioners, in accordance with a decision from the Board’s meeting can temporarily discharge member of the Board of Directors with clear reason.
  4. In the event that a member of the Board of Directors is temporarily discharged by the Board of Commissioner, thus the Company is obliged to hold GMS within the time of frame 45 (forty five days) the longest, after the date of the temporary termination.
  5. Pursuant to the GMS as stated in the verse 4 of this article, the decision cannot be made after the passing of the period, in that no GMS is held. Thus, the temporary termination of a member of the Board of Directors is annulled.
  6. The Board of Commissioners is obliged to temporarily manage the Company in the event that all members of the Board of Directors are discharged, temporarily or in the event that the Company does not have any member of the Board of Directors. This is the case when the Board of Commissioners has the right to delegate its authority temporarily to one or more of the members of the Board of Commissioners.
  7. Commisioner has the right to appoint or discharge the Audit Committee as required in the applicable rules and regulations in the capital market.
     

Requirements
Every member of the Board of Commissioners should fulfill the requirements as follows:

  • Foreign or Indonesian citizen who fulfills the requirements as stipulated by the applicable law.
  • Having integrity, competence and reliable financial reputation.
  • Never declared bankruptcy and/or guilty of act that causes the bankruptcy of a company.
  • Never committed disgraceful act and been convicted of a felony.

Independency
The Board of Commissioners carries out its duties and responsibilities independently without any intervention from shareholders or other parties. In perceiving and finding solutions to problems, the Board avoids personal and conflict of interest.

Provisions of the Board of Commissioners
Below are the details of the provisionsof the Board of Commissioners:

  1. The Board of Commissioners consists of at least 4 (four) members, including Independent Commissioner, as stipulated in the applicable regulations and laws in the capital market.
  2. The composition of the Board of Commissioners is as follows:
        a. A President Commissioner
        b. One or more of Vice President Commissioner
        c. Two or more of Commissioner
  3. Members of the Board of Commissioners are appointed by the GMS for the tenure of one period of five years and can be reappointed. In the event that the member replacement, thus the tenure of the new Commissioner is the remaining period of the predecessor.
  4. The position of member of the Board of Commissioners is ended upon the expiry of the term of office, resignation, not complied with the legislative requirements, pass away, or discharged based on the GMS resolution.
  5. In the event of a vacancy of the Commissioner, the position shall be filled based on the Company’s Articles of Association.
  6. Member of the Board of Commissioners can be temporarily discharged by the GMS if conducting action against the Articles of Association or not responsible with the tasks assigned, or other reasons leading to the termination.
  7. Remuneration of the Board of Commissioners is determined by the GMS.

Board of Commissioners Remuneration
Remuneration of the Board of Commissioners is based on the Company’s prospects and performance evaluation including the Board of Commissioners’ report stated in this Annual Report. The recommendations are subject for GMS’s approval.