Garuda Indonesia

Board of Commissioners and Board of Directors

In relation to the implementation of the GCG, when undertaking their tasks and authority as stated in the Charter of the Board of Commissioners and the Board of Directors and in meeting the interest of the relevant stakeholders (shareholders, employees, customers, the public, regulators and suppliers), the Board of Commissioners and the Board of Directors, at any time, will act and conduct themselves in accordance with the principles of the GCG, i.e. transparent, accountable, responsible, independent, reasonable and in accordance with the applicable Company standard of ethics. In addition, the Board of Commissioners and the Board of Directors will comply with all Laws, Articles of Association and regulations of the Company and uphold its concern towards the environment.

The Board of Commissioners and the Board of Directors will enforce and set an example for the implementation of principles, ethics, values and adherence to regulations to all parties in the Company and to other external parties by implementing and prioritizing its tasks based on the Company’s best interests.

In addition, the Board of Commissioners and the Board of Directors have a responsibility to maintain the sustainability of the Company’s long term business. Therefore, the Board of Commissioners and the Board of Directors must possess the same perception of vision, mission and values of the Company. This is in accordance with the guidelines on GCG that was issued by the National Committee on Governance Policy (KNKG) in 2006.
The joint accountability of the Board of Commissioners and the Board of Directors in maintaining the long term business of the Company is reflected in the implementation of good internal control and risk management, the attainment of an optimal return for shareholders, reasonable protection of stakeholders’ interest and the implementation of sound leadership succession planning for the sustainability of the management in all lines of the organization.

In accordance with the corporate vision, mission and values, the Board of Commissioners and the Board of Directors shall mutually agree on all matters such as the long term plan, short term strategy or work plan and annual plan. In addition, the Board of Commissioners and the Board of Directors must agree a policy to ensure compliance with the law, the Articles of Association of the Company and avoid all conflicts of interest. The two bodies of the Company must also agree with the policy and method of valuation of the Company, units of the Company and its personnel.

Tasks of the Board of Commissioners and the Board of Directors

Tasks and authorities of the Board of Commissioners and the Board of Directors, which are based on the Articles of Association of the Company, are documented in detail in the Cooperation Charter of the Board of Directors and Board of Commissioners that is signed by the Board of Commissioners and Board of Directors. The Charter is attached as an integrated part of the Company Policy Guideline.

In implementing its function, the Board of Commissioners is entitled and has rights to obtain information from employees and/or the key management of the Company, either in the form of a report or in consultation. The Board of Commissioners and the Board of Directors need to agree on the information to be incorporated in the report, and hence will improve both the quality of the work and help strengthen the relations between the two bodies. If it is considered necessary, the Board of Commissioners may obtain assistance from independent parties that are considered competent, and the cost shall be borne by the Company.

Any Board of Commissioners’ strategic direction will be final. The Board of Directors is obliged to make a report to the Board of the Commissioners on all activities that are connected with the implementation of strategic direction. If the Board of Directors decides to initiate activities that are not in line with the overall strategic direction of the Board of Commissioners, then the decision and the reason not to implement or to diverge from the strategic direction of the Board of Commissioners (partly or wholly) is to be documented and communicated to the Board of Commissioners before the decision is implemented. A result of the implementation of these activities must also be reported in a timely manner.

Tasks and authorities of the Board of Commissioners and the Board of Directors are detailed and are meant to be guidelines for all other positions within the Company and will therefore create an organization, which is accountable, auditable and transparent. The division of work among members of the Board of Commissioners is self regulated by the Board, and to ensure smooth operations the Board of Commissioners can be assisted by the Secretary to the Board of Commissioners, which is appointed by the Board of Commissioners with associated expenses borne by the Company.

Tasks of the Board of Commissioners

Tasks of the Board of Commissioners can be summarized as follows:

  • Monitoring the policy of the Board of Directors in running the Company including advising the Board of Directors concerning the implementation of the RJPP, Work Plan & Company Budget and stipulations of the Articles of Association and any decisions of the General Meeting of Shareholders and all applicable laws.

  • Monitoring the effectiveness of the implementation of GCG by the Company and, if necessary, making adjustments.

  • Conducting other tasks that are specifically assigned to the Board of Commissioners according to the Articles of Association, applicable laws and/or based on the General Meeting of Shareholders.

Membership of the Board of Commissioners As of December 2008 the Board of Commissioners consists of 5 (five) commissioners, two (2) of which are independent commissioners. The profiles of the Board of Commissioners of Garuda can be found in the Corporate Data Chapter of this Annual Report.

Share Ownership of the Board of Commissioners
No members of the Board of Commissioners directly or indirectly have shares in PT Garuda Indonesia (Persero) or any of its subsidiaries.

Meeting of the Board of Commissioners
The Board of Commissioners holds a meeting at least once a month and the Board of Commissioners may invite the Board of Directors. In 2008 the Board of Commissioners held 9 (nine) meetings to evaluate the performance of management and identify problems as well as recommend improvements to the Board of Directors.

The frequency and attendance of the Board of Commissioners meetings was as follows:

Name Jabatan Position No. of Meetings Attendance %
Hadiyanto President Commissioner  
9
100%
Abdulgani Commissioner  
5
56%
Sahala Lumban Commissioner
9
5
56%
Wendy Commissioner  
6
67%
Adi R. Adiwoso Commissioner  
7
78%

Meeting of the Board of Commissioners and the Board of Directors

A meeting between the Board of Commissioners and the Board of Directors was held ten (10) times to discuss the performance and follow-up on matters that required attention by the Board of Directors concerning the operation of the Company.

The frequency and attendance of the Board of Commissioners and the Board of Directors joint meetings was as follows:

Name Jabatan Position No. of Meetings Attendance %
Hadiyanto President Commissioner  
10
100%
Abdulgani Commissioner  
9
90%
Sahala Lumban Gaol Commissioner  
9
90%
Wendy Aritenang Commissioner  
10
100%
Adi R. Adiwoso Commissioner  
10
100%
Emirsyah Satar President & CEO
10
10
100%
Ari Sapari EVP Operations  
9
90%
Achirina EVP Human Capital & Corp.Support  
10
100%
Agus Priyanto EVP Commercial  
9
90%
Eddy Porwanto EVP Finance  
10
100%
Elisa Lumbantoruan EVP Corp. Strategy & Information Technology  
10
100%
Hadinoto Soedigno EVP Engineering & Maintenance  
10
100%
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