Under the GCG structure, the Board of Commissioners is responsible to the GMS. The GMS acts as an organ that appoints and dismisses members of the Board of Commissioners. The Board of Commissioners is responsible of overseeing the Company’s management policies including providing advices to the Board of Directors in accordance with the Company’s objectives and interests. In addition, the Board of Commissioners also oversees the implementation of GCG practices optimally in every line of the Company.
Member of the Company’s Board of Commissioners are appointed and dismissed by the GMS for a period of 5 (five) years effective from the date of GMS appointment. Members of Board of Commissioners whose office terms have expired may be reappointed through GMS.
The Board of Commissioners consists of professionals who have the competence, reputation, expertise and good understanding about the Company. The Company’s Board of Commissioners performs their duties with full integrity, responsibility and putting the Company’s interest as the priority.
In accordance with the applicable regulations, the composition of the BOC in every public company must consist of at least 30% Independent Commissioners. This is intended to provide a balance between the interest of the majority shareholders and protecting the interest of minority shareholders in monitoring the Company’s performance and management, and to encourage a more objective working environment particularly in the decision and policy making process.
Independent Commissioners shall meet the following requirements:
- Shall come from outside the Company
- Not an individual who worked or had an authority and responsibility to plan, lead, control, or supervise the Company’s activities in the past 6 (six) months, unless in the context of reappointment as the Independent Commissioner for the following period.
- Does not own any of the Company’s shares, whether directly or indirectly.
- Does not have an affiliation with the Company, members of Board of Commissioners, members of Board of Directors, or the Company’s major shareholders.
- Does not have a business relationship, directly or indirectly, that relates to the Company’s business activities.
Independent Commissioners who have served for 2 (two) terms may be re-appointed for the following period, provided that Independent Commissioners remain independent and his independent statement shall be stipulated in the Annual Report.
The Company currently has 4 (four) Independent Commissioners of the total 7 (seven) members of the Board of Commissioners. All of the Company’s Independent Commissioners have met the independency requirements criteria regulated in OJK regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies.
DUTIES AND RESPONSIBILITIES OF THE BOARD OF COMMISSIONERS
In general, the duties and responsibilities of the Board of Commissioner are to supervise and advise the Board of Directors, whose implementation of duties, authorities and responsibilities are reported to the GMS. Every member of the Board of Commissioners shall perform their duties with good faith, full of caution and responsibility and in accordance to the Company’s Articles of Association and the applicable laws.
The Board of Commissioners of the Company has the following duties and responsibilities:
- Oversee the policies set by the Board of Directors in managing the Company.
- Oversee the Company’s business risks and ensure the effectiveness of management’s efforts in internal control.
- Oversee the GCG implementation in the Company’s business activities.
- Provide advice to the Board of Directors related to their duties and obligations.
- Provide feedback and recommendation toward the Company’s strategic development plan proposed by the Board of Directors.
- Assess and review the annual report prepared by the Board of Directors and sign the annual report.
- Ensure that the Board of Directors has taken into account the interests of stakeholders.
- Establish audit committee and other committee to support the effectiveness of the Board of Commissioner’s duties and responsibilities performance.
Based on those duties and responsibilities, the Board of Commissioners can only provide advice to Board of Directors regarding the Company’s operational decision. The Board of Commissioners does not participate in the decision making process.
RIGHTS AND AUTHORITIES OF THE BOARD OF COMMISSIONERS
According to the laws and regulations and the Company’s Article of Association, the Board of Commissioners has the rights and authorities to:
- Hold an Annual GMS and Extraordinary GMS in accordance with the applicable regulations.
- Temporarily dismiss one or more members of Board of Directors if the member doesn’t act in accordance with the article of association and GMS decisions,
detrimental to the Company’s goals and objectives or neglect his responsibility.
- Obtain access to all information related to the Company’s management in order to perform their duties. At any time, is entitled to investigate Company’s books and documents.
- Request an explanation from the Board of Directors related to the Company’s management.
THE BOARD OF COMMISSIONERS MEETING
In accordance with OJK regulations and the Company’s Article of Association, meetings of Board of Commissioners shall be held periodically at least once in every 2 (two) months. The invitation of the meeting is carried out by the President Commissioner by stating the date, time, place and meeting agenda. Quorum for the Board of Commissioners meeting is more than half of members of the Board of Commissioners present or represented in the meeting. Meeting of the Board of Commissioners may also be held remotely (such as teleconference, video conference or other electronic media) if such way enables all participants to directly hear, see and participate live in the meeting.
Meeting of the Board of Commissioners is chaired by the President Commissioner and in the event that the President Commissioner is absent, the meeting may be led by a member of Board of Commissioners elected by and from the members of Board of Commissioners that are present in the meeting. The Board of Commissioners meeting shall be recorded in the minutes of meeting and distributed to all members of Board of Commissioners and documented by the Company.
The Board of Commissioners may also take lawful decisions without convening the Board of Commissioners meeting (in circular) provided that all members of the Board of Commissioners have been notified in writing and all members of the Board of Commissioners gives written approval by signing the resolution. The decision made in this manner is as binding as a legitimate resolution made in the Board of Commissioners meeting.