Board of Commissioners
The Board of Commissioners
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 19 July 2004 on Rule Number I-A Concerning the Listing of Shares (Stock) And Equity Type Securities Other Than Stock Issued By The Listed Company stipulates that the Prospective Listed Company shall have Independent Commissioners at least 30% (thirty percent) of the composition of theBoard of the Company, who can be firstly appointed in Annual General Meeting of Shareholders held prior to listing and shall be effective as Independent Commissioner after the shares of the Company are listed. Independent Commissioner means as referred to in the provision of 1.c. of Rule of Bapepam Number IX.I.5 concerning Guidelines on Establishment and Working Implementation of Audit Committee. Independent Commissioner is member of the Board of Commissioners who:
- Comes from outside of Issuers or Public Company;
- Does not have any direct or indirect ownership in Issuers or Public Companies;
- Is not affiliated with Issuers or Public Companies, Commissioner; Director, or majority shareholder of Issuers or Public Companies;
- Does not have business relationship direct or indirectly with which relates with business activities of Issuers or Public Companies of both;
Duties and Authorities of the Board of Commissioners
- The Board of Commissioners carries out its duties of supervising the policies of the Board of Directors in the management of the Company, including to supervise the implementation of Long-Term Plan, the Work Plan and Budget, provisions in the Articles of Association, resolutions of the AGMS, and prevailing regulations, for the interest of the Company, and in accordance with the objective and goal of the Company, and to carry out any other tasks specifically given in accordance with the Articles of Association, prevailing regulations, and/or the resolutions of the AGMS.
- In conducting its duties, the Board of Commissioners is authorized to:
- To examine accounts, letters of evidence, inventories, to review cash flow (for verification) and other securities, and also authorize to have all information on every action that has been carried out by the Board of Directors.
- Enter the any buildings, offices or premises used or owned by the Company.
- Request explanation from the Board of Directors and/or other officials on any matters relating to the Company, and each member of the Board of Directors is oblige to provide such required information for the Board of Commissioners;
- To be informed on all policies and actions that has and will be done by the Board of Directors;
- Request the Board of Directors and/or other officials under the Board of Directors, with permission from the Board of Directors to attend the Board of Commissioners meeting;
- To appoint and dismiss Secretary of the Board of Commissioners based on the recommendation from Series A Dwiwarna Shareholders;
- To temporarily dismiss member of the Board of Director, in accordance with the provisions in the Article of Association;
- To establish the Audit Committee, Remuneration and Nomination Committee, Risk Monitoring Committee and other committees deemed necessary by taking into consideration capability of the Company;
- To obtain experts assistance for certain matters and within certain period at the expense of the Company, whenever deemed necessary and in compliance with the prevailing rules;
- To conduct the management of the Company during a certain situation and for a certain period, in accordance with the provisions;
- To attend the Board of Directors meeting and to offer opinion on the matter discussed;
- To exercise the authority to supervise on other matters, provided that it’s not violate the regulations, the Articles of Association, and/or the resolution from AGMS.
Responsibilities of the Board of Commissioners
- Providing advices to the Board of Directors concerning the management of the Company;
- Providing opinion and approval on the Long Term Plan, Annual Working Plan and Budget of the Company, and other plan prepared by the Board of Directors, in accordance with the Articles of Association;
- Monitoring and supervising the dynamics of Company’s activities, providing opinion and advices to the AGMS pertaining to key management issues;
- Providing timely report to the AGMS should there be indications of declining performance, along with recommended actions;
- Providing recommendation to the AGMS concerning the appointment of Public Accountant that will conduct the audit on the Company financial statement;
- Reviewing, and analyzing, as well as providing opinion regarding periodical reports, and annual reports, prepared by the Board of Directors, also signing the Annual Report;
- Providing necessary explanation, opinion, and recommendation to AGMS concerning the annual report if requested;
- Preparing minutes of BoC meetings holding the copies;
- Reporting to the Company about their or their family’s share ownership in the Company or other companies;
- Providing reports to the AGMS pertaining to the supervisory duties throughout the fiscal year;
- Performing other duties of supervisory and providing recommendation, in accordance with the provisions, the Articles of Association, and AGMS resolution.
Membership of the Board of Commissioners
Currently, the Board of Commissioners consists of 5 Commissioners. Each Commissioner has special expertise to handle various business interests. A mix of special expertise, which includes expertise in the financial, legal, management, economics and engineering aspects, as well as experienceas executive in various companies supports the oversight function of the Board of Commissioners. The Company has defined powers, duties and responsibilities of the Commissioner in carrying out oversight functions. We are confident that with the expertise and the clear division of powers, duties and responsibilities we will have accountability and strong commitment from every Commissioner in fulfilling their responsibilities and duties.