Garuda Indonesia

Board of Directors

The Board of Directors is a body of the Company has tasks and is collegially responsible in managing the Company. Each member of the Board of Directors can implement an action and make a decision in accordance with his respective position and authority. However, the implementation of an action by any member of the Board of Directors remains the collective responsibility of the Board of Directors. The position of each member of the Board of Directors, including the President Director, is equal to all others. 

The tasks of the Board of the Directors of the Company can generally be described as follows: 
Directing and managing the Company in accordance with Company objectives and in good faith implementing actions that will be in the Company’s best interests. 
Maintaining and managing the Company’s assets 
Implementing the principle of Good Corporate Governance (GCG) in the Company 
Formulating the corporate vision and mission together with the Board of Commissioners 
Maintain minutes of the meetings, holding and maintaining bookkeeping and administration of the Company as normally applicable for the company. 
Preparing and presenting an annual report in accordance with the applicable law. The annual report is signed by all members of the Board of Directors and the Board of Commissioners to be submitted to the Annual GMS to obtain endorsement; this includes other reports when required by the Shareholders. 
Being responsible on the formulation of the policy and commitment of safety and aviation security, and ensuring that officials, who are one level below the Board of Directors, are responsible for the implementation of the policies. 
Ensuring that the Company has a mechanism to ensure that all employees have an awareness of and nurture a high commitment to aviation security and safety. 
Maintaining a good position in the aviation industry through continuous investment in connection with security training, security systems and technology as well as aviation safety. 
Supporting all effective means to handle and communicate security, safety and compliance with all associated regulations. 
Ensuring that an internal audit of aviation safety is implemented. 
Ensuring that each employee participates in the process of internal safety audits, including without limitation, third parties, suppliers and handling personnel on the ground. 
Ensuring that all employees have sufficient knowledge and skills to implement their safety tasks in accordance with the applicable standards. 
Mapping and implementing a Company risk management system that covers all aspects of the Company’s activities. 
Mapping and implementing a reliable corporate internal control system which is able to maintain the assets and performance of the Company and comply with the law. 
Ensuring the smoothness of communication between the Company and stakeholders by empowering the function of the Corporate Secretary. 
Ensuring the social responsibility of the Company is met to sustain the Company business. 
Take into account reasonable interests of the stakeholders. 
Conducting other tasks as stated in the Articles of Association of the Company.

The Board of Directors is a body of the Company has tasks and is collegially responsible in managing the Company. Each member of the Board of Directors can implement an action and make a decision in accordance with his respective position and authority. However, the implementation of an action by any member of the Board of Directors remains the collective responsibility of the Board of Directors. The position of each member of the Board of Directors, including the President Director, is equal to all others. 

The tasks of the Board of the Directors of the Company can generally be described as follows: 

  • Directing and managing the Company in accordance with Company objectives and in good faith implementing actions that will be in the Company’s best interests. 

  • Maintaining and managing the Company’s assets 

  • Implementing the principle of Good Corporate Governance (GCG) in the Company 

  • Formulating the corporate vision and mission together with the Board of Commissioners 

  • Maintain minutes of the meetings, holding and maintaining bookkeeping and administration of the Company as normally applicable for the company. 

  • Preparing and presenting an annual report in accordance with the applicable law. The annual report is signed by all members of the Board of Directors and the Board of Commissioners to be submitted to the Annual GMS to obtain endorsement; this includes other reports when required by the Shareholders. 

  • Being responsible on the formulation of the policy and commitment of safety and aviation security, and ensuring that officials, who are one level below the Board of Directors, are responsible for the implementation of the policies. 

  • Ensuring that the Company has a mechanism to ensure that all employees have an awareness of and nurture a high commitment to aviation security and safety. 

  • Maintaining a good position in the aviation industry through continuous investment in connection with security training, security systems and technology as well as aviation safety. 

  • Supporting all effective means to handle and communicate security, safety and compliance with all associated regulations. 

  • Ensuring that an internal audit of aviation safety is implemented. 

  • Ensuring that each employee participates in the process of internal safety audits, including without limitation, third parties, suppliers and handling personnel on the ground. 

  • Ensuring that all employees have sufficient knowledge and skills to implement their safety tasks in accordance with the applicable standards. 

  • Mapping and implementing a Company risk management system that covers all aspects of the Company’s activities. 

  • Mapping and implementing a reliable corporate internal control system which is able to maintain the assets and performance of the Company and comply with the law. 

  • Ensuring the smoothness of communication between the Company and stakeholders by empowering the function of the Corporate Secretary. 

  • Ensuring the social responsibility of the Company is met to sustain the Company business. 

  • Take into account reasonable interests of the stakeholders. 

  • Conducting other tasks as stated in the Articles of Association of the Company.

 

Responsibilities of the Board of Director based on the work areas 

The Commercial Director is responsible for the attainment of sales, revenues and services through the management of integrated networks, marketing, revenues and services. 

  • The Operations Director is responsible for the implementation of the aviation operations through the management of cabin crew, ground operations, flight dispatch, operation control and other operational support.

  • The Technical Director is responsible for ensuring the availability of airworthy aircraft through the control and management of the aircraft maintenance quality.

  • The Strategy and Information Technology Director is responsible for the formulation of the strategy and long term planning as well as provision of reliable information technology support.

  • The Finance Director is responsible for the financial management of the Company through the management of treasury, budgets, accounts and assets.

  • The Human Resources & General Director is responsible for the management of human resources and general and administrative services.

Membership of the Board of Directors 

Currently the Board of Directors consists of seven (7) Directors. Each Director has a specific expertise in handling various business interests. The company has clearly defined the authority and responsibility of each of the members of the Board of Directors for each relevant policy. The Company believes that a clear division of authorities and responsibilities will create sound responsibility and commitment from each member of the Board of Directors in achieving their respective tasks. 

The individual profiles of the Board of Directors can be found in the Corporate Data Chapter, ‘Our Facts’ in this Annual Report. 

Share Ownership 

There are no members of the Board of Directors who directly or indirectly own shares in PT Garuda Indonesia (Persero) or its subsidiaries. 

Meeting of the Board of Directors 

The Board of Directors may hold a meeting if it is considered necessary by one or more members of the Board of Directors or is initiated with a written request from one or more member of either the Board of Commissioners or Shareholders who has the largest share, stating which matters are to be discussed. 

There were 43 (forty three) meetings of the Board of Directors held in 2008 with the following attendance list:

Nama Name Jabatan Position Jumlah Rapat
No. of Meetings
Kehadiran *) Attendance %
Emirsyah Satar Direktur Utama President & CEO   39 91%
Ari Sapari Direktur Operasi
EVP Operations
  34 79%
Achirina Direktur SDM & Umum EVP Human Capital & Corp. Support   38 88%
Agus Priyanto Direktur Niaga EVP Commercial   40 93%
Eddy Porwanto Direktur Keuangan EVP Finance 43 42 98%
Elisa Lumbantoruan Direktur Strategi & Teknologi Informasi
EVP Corp. Strategy & Information Technology
  43 100%
Hadinoto Soedigno Direktur Teknik
EVP Engineering & Maintenance
  41 95%

Remuneration of the Board of Commissioners and the Board of Directors 

The Board of Commissioners receives remuneration consisting of honorariums, transport allowances, telephone facilities, health care coverage, flight concessions, official travel allowances and pensions the amount of which are decided at the Annual EGM. 

The Board of Directors receives remuneration consisting of salaries, housing facilities/ compensation, vehicles, health care coverage, water, gas, electricity, flight concessions, on-leave benefits, representative clothing, daily allowances, travel allowances and pensions the amount of which is recommended by the Board of Commissioners based on the General Meeting of Shareholders. 

In 2008 the Company provided a compensation of Rp 12,124,060,000 to the Board of Commissioners and the Board of Directors consisting of salaries, allowances and incentives with details as follows:

Board Of Commisioners

Gaji Salaries Tunjangan Allowances Insentif Incentives
2.069.760.000 294.000.000 723.400.000


Board Directors

Gaji Salaries Tunjangan Allowances Insentif Incentives
5.568.000.000 784.000.000 2.684.900.000

 

Development of the Board of Directors 

The Board of Directors and management need to update and improve their knowledge and expertise and to support this Garuda Indonesia provides various training sessions for the Directors, both internally and externally. 

Such training could also be a direction from senior officials in a field that is related with their own responsibilities or through a relevant and external executive course. In addition, the Board of Directors is regularly provided with direction on the socialization of new regulations, development in company management practices, information technology, issues that arise as part of risk management and changes in accountancy standards.

Bulan/Tanggal
Month/Date
Seminar/Conference/Training/As Speaker Tempat
Venue
May 31 CEO Brief "The Next Asia Opportunity" Jakarta
May 21-22 EUROMONEY Conference: The Indonesia Investment Converence Nusa Dua, Bali
May 26-27 Indonesia Regional Investment Forum with Vice President of the Republic Indonesia, HE Jusuf Kalla Jakarta
Jun 1-3 World Air Transport Summit: 64th IATA Annual General Meeting Istanbul
Jun 16-17 The 3rd D-8 Working Group on Civil Aviation and Director General Meeting Denpasar, Bali
Jul 7 Safety Conference "Moving Towards Safer Skies" Jakarta
Aug 23-31 ASEAN Customer Program (AEP) GE Global Customer Summit 2008 (GCS) Crotonville, USA
Sep 16 A Panel Discussion by Aries Baswedan Phd/Rector of Paramadhina University & Chatib Basri/Director of Research LPEM FEUI "The 2009 General Elections. The Impact on political & Economic Development" Jakarta
Nov 3 Presidential Lecture with Royal Highness Prince of Wales Jakarta
Nov 5 RBS Outlook "A Bull Moves in Bear Markets" by Daniel Tendean Jakarta
Nov 20-21 Asia Pacific Aviation Safety Seminar (APASS) Denpasar, Bali
Dec 1 Business Gathering & Talkshow "Anticipating" Global Crisis Impacts on State-owned Enteprises Business in Indonesia Jakarta

In 2008 the Board of Directors attended the following seminars: 

1. A workshop on “The role of the Board of Directors as a Role Model in Implementing Value for the Company”, which was hosted by one consulting institution. All members of the Board of Directors were present and attended the workshop. 

2. A seminar “The 2nd Annual Top Executive Forum on Governance”, which was held by KNKG. The seminar was attended by Board of Directors member, namely Director of HR and General.

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