Board of Directors
As a Company organ, the Board of Directors carries out its duties and is collectively responsible in the management of the Company. Each Director performs the duties and makes decisions in accordance with the assigned duties and authority. However, the implementation of duties of each Director remains a collective responsibility. Each Director including the President Director has an equal standing. The President Director is primarily responsible for coordinating the activities of the Board of Directors.
The Rule No: I-A Attachment I Decision of the Board of Directors of the Jakarta Stock Exchange Inc. No: KEP-305/BEJ/07-2004 dated July 19, 2004 concerning the Rule Number I-A: Concerning The Listing Of Shares (Stock) and Equity-Type Securities Other Than Stock Issued By The Listed Company, requires that the prospective Listed Company should have at least 1 (one) Unaffiliated Director, in the composition of the Board of Directors who can be firstly appointed in Annual General Meeting of Shareholders held prior to Listing and shall be effective after the shares of the company are listed. The Unaffiliated Director as referred above is:
- Does not have any affiliate relation with the Controlling Shareholder of the relevant Listed Company at least 6 (six) months prior to the appointment as the unaffiliated Director;
- Does not have any affiliate relation with any Commissioners or Board of Directors of the Listed Company;
- Does not have any position as a member of Board of Directors in other company;
- Has not been an Insider in the supporting institution or profession of the capital market whose service is utilized by the Listed Company for 6 (six) months prior to the appointment as the Director;
Based on the above provisions, the AGMS of PT Garuda Indonesia (Persero) Tbk appointed Elisa Lumbantoruan, EVP Financial Services of PT Garuda Indonesia (Persero) Tbk as an Unaffiliated Director.
Duties and Responsibilities of the Board of Directors
The duties and responsibilities of Garuda Indonesia’s Board of Directors are set forth in the Articles of Associations and refer to the Law of Limited Liability Company, the Board is obliged to:
- To give best efforts and to ensure the execution of Company’s business and other activities in order to achieve its goals and objectives;
- To prepare and submit Long-Term Plan, Annual Working Plan and Budget, and other plans, including the revision, for the Board of Commissioners approval, at the latest 60 (sixty) days prior to the new fiscal year;
- To provide necessary explanation on the Long-Term Plan and Annual Working Plan and Budget to the Board of Commissioners;
- To prepare List of Shareholders, Special List, Minutes of AGMS and Minutes of the BoD Meetings;
- To prepare an Annual Report as part of the management responsibility and to prepare the financial documentation in accordance with the Law on Corporate Documentation;
- To prepare Financial Statement based on the Financial Accounting Standard and submit to Public Accountant for approval and ratiἀcation;
- To submit an Annual Report that has been reviewed by the BoC at the latest 5 (five) months after the end of the fiscal year to the AGMS for approval and ratification;
- To provide necessary explanation on the Annual Report to the AGMS;
- To submit the Balance Sheet and Income Statement endorsed by the AGMS to the Minister of Laws and Human Rights in accordance to law and regulation;
- To maintain List of Shareholders, Special List, AGMS Resolutions, Minutes of BoC Meetings and Minutes of BoD Meetings, the Annual Report and financial documents;
- To hold in the Company’s domicile: The List of Shareholders, Special List, AGMS Resolutions, Minutes of BoC Meetings and Minutes of BoD Meetings, Annual Reports, financial documents and other documents;
- To set up an accounting system in accordance with Standard Financial Accounting principles and based on internal control principles; mainly the segregation of management, accounting, documentation and supervisory functions;
- To prepare periodic reports in the methods and periods according to the prevailing regulations, as well as incidental reports as inquired by the BoC and/or owner of Class A Dwiwarna shares in accordance to the prevailing laws and regulations, specifically the Capital Market Law;
- To establish the Company’s organization structure, complete with detailed job description;
- To provide necessary explanation regarding all matters as inquired by members of the BoC and owners of Class A Dwiwarna shares with reference to the prevailing laws and regulations, specifcally the Capital Market Law.
- To prepare and set up the blue print of the Company’s organization.
- To carry out other duties as mandated by the Articles of Association and AGMS Resolutions based on prevailing laws and regulations.
Specific Responsibilities of Respective Directors
- President & CEO: Controlling and ensuring sustainability of the Company business effectively and efficiently based on the prevailing rules and principles of Good Corporate Governance.
- EVP Commercial Services: Ensuring sustainability of excellent service improvement, through the integrated management of service planning & development, passenger services, and customer loyalty based on the prevailing rules and principles of Good Corporate Governance.
- EVP Operations Services: Ensuring sustainability of reliable flight operations through the management of flight crews, ground operations, operation control, and other operations support functions based on the prevailing rules and principles of Good Corporate Governance.
- EVP Engineering & Fleet Management: Ensuring sustainability of the availability of airworthy aircrafts through the management and control of fleet acquisition, fleet management, aircraft maintenance, and airworthiness activities based on the prevailing rules and principles of Good Corporate Governance.
- EVP Corporate Strategy & Business Development & Risk Management: Ensuring sustainability of availability of an efficient and effective long-term strategy and planning and the support of reliable Information Technology systems and risk management based on the prevailing rules and principles of Good Corporate Governance.
- EVP Financial Services & Group CFO: Ensuring continuity and control of the Company’s balance cash flow through the management of treasury, budgeting, accounting and assets based on the prevailing rules and principles of Good Corporate Governance.
- EVP Human Capital & Corporate Support Services: Ensuring sustainability of the management of Human Resources as well as general and administrative services effectively and efficiently based on the prevailing rules and principles of Good Corporate Governance.
- EVP Marketing & Sales: Ensuring sustainability of the growth of revenue and sales, through integrated network, marketing and revenue management based on the prevailing rules and principles of Good Corporate Governance.
Membership of the Board of Directors
At present, the Board of Directors consists of 8 Directors. Each Director possesses the necessary competence to handle various business needs. The Company has defined the authority and responsibilities of each Director for the respective function. A clearly set division of authority and responsibilities will result in better accountability and level of commitment on the part of each and every Director to fulfill their respective responsibilities and duties.