Good Corporate Governance

 

Board of Commissioners

Two board principles, or 2 (two) bodies within the Limited Liability Company which requires to maintain the balance between management and supervision. The Board of Commissioners is a Company organ which is responsible to supervise the Company’s management by the Board of Directors; and when necessary provide advises to the Board of Directors. Additionally, the Board of Commissioners ensure that the Company applies the GCG principles.

The existence of the Company’s Board of Commissioners is based on Law No. 40 of 2007 on Limited Liability Company and Company’s Articles of Association.

Guidelines of Board of Commissioners

In performing the duties, the Board of Commissioners refer to the guideline stipulated on the Articles of Association and Company’s GCG Manual. The Guideline for the Board of Commissioners contains among others the requirements; responsibilities; duties; authorities; as well as meetings, composition, appointment, and dismissal.

Requirements for the Board of Commissioners

In performing the duties and responsibilities, the Board of Commissioners act in line with the prevailing guideline and regulations. The Board of Commissioners in perceiving and resolving the issues consistently put aside personal interests and avoid conflicts of interest.

Members of the Board of Commissioners shall meet the following requirements:

  1. Foreign national or Indonesian citizen which meets the requirements stipulated by the laws and regulations.
  2. Have good characters and morals.
  3. Have capability to implement legal acts.
  4. Have never applied for bankruptcy or adjudged insolvent or becoming a member of the Board of Directors or the Board of Commissioners declared guilty for leading a Company to a bankruptcy within a 5 (five) year period prior to the appointment.
  5. Have never been sentenced for a crime in financial sector within a 5 (five) year period prior to the appointment.

Responsibilities, Duties, and Authorities of the Board of Commissioners

The Board of Commissioners are given responsibilities to supervise over the management policies, the course of the management in general, both on the Company as well as Company’s business, and provide advices to the Board of Directors. The duties of the Board of Commissioners are:

  1. Supervise the Company’s management policies undertaken by the Board of Directors.
  2. Advise the Board of Directors in managing the Company.
  3. Monitor the effectiveness of GCG activities, the management of Risk Management and Internal Control implemented by the Company.

Basis of Appointment and Office Terms

  1. Members of the Board of Commissioners are appointed by the General Shareholders Meeting for an office term effective at the closure of their appointment at the respective General Shareholders Meeting. Alternatively other date approved during the General Shareholders Meeting and ending on the closure date of the 3rd AGMS after the appoinmtent date on the respective General Shareholders Meeting maybe chosen. This is undertaken without undermining the General Shareholders Meeting’s authority to dismiss each member of the Board of Commissioners at any time and on any reason whatsoever by taking into account the prevailing laws and regulations.
  2. If for any reason, the position of a member of the Board of Commissioners shall be vacant, then a General Meeting of Shareholders shall be implemented to fill such vacancy by taking into considerations the laws and regulations as well as Article 14 Section 1 of the Articles of Association.
  3. Member of the Board of Commissioners reserve the rights to resign from the office by submitting a written notification with respect to such intention to the Company at least 30 (thirty) days prior to the effective resignation date.
  4. The office term of the Member of the Board of Commissioner shall expire under the circumstances below:
    • resign from the office in accordance to the condition stipulated on section 5;
    • failure to maintain the requirements stipulated by the prevailing laws;
    • decease;
    • discharged from the office based on the decision made by General Meeting of Shareholders.

As of the end of 2015, the Company’s Board of Commissioners is made up of 3 (three) members, specifically 1 (one) President Commissioner and 2 (two) Commissioner.

The composition of the Board of Commissioners in 2015 is as follow:

Name
Position
Principles of Assignment
Start
End
Ruswin Nazsir President Commissioner Deed No.43 Dated March 27, 2013 March 27, 2013 AGMS 2016
Dr. John Scott Younger OBEFICE Commissioner Deed No.43 Date March 27, 2013 March 27, 2013 AGMS 2016
Devarshi Das Commissioner Deed No.7 Date March 12, 2015 March 12, 2015 AGMS 2016

Meeting of Board of Commissioners

Meeting of the Board of Commissioners may be implemented at any time when considered necessary by one or more members of the Board of Commissioners or upon the written request by the Board of Directors or upon the request of 1 (one) shareholder or more along with 1/10 (one tenth) of the voting shares issued by the Company. Meeting of the Board of Commissioners is led by the President Commissioner. In the absence of the President Commissioner, then the Meeting shall be led by and of the members of the Board of Commissioners present during such meeting.

Decisions made by the Meeting of the Board of Commissioners shall be made based on the deliberation leading to a mutual agreement/consensus. In case mutually agreeable deliberation/ consensus does not happen, then the decision will be made through voting mechanism in which the votes which favor for the motion shall exceed more than ½ (one-half) of the total legitimate voting rights issued by such Meeting. In the event where the voice of those who favor and those who are against the motion are equal, then the Leader of the Meeting shall make the decision.

The Board of Commissioners may also take the legitimate decisions without having to implemented a Meeting of Board of Commissioners. Such decisions may be taken under such conditions that all members of the Board of Commissioners have been previously notified in writing with respect to such proposals. All members of the Board of Commissioners shall give their approvals on such proposals in writing and sign the agreement. Decisions made through such methods shall have an equal power with legitimate decisions made during the Meeting of the Board of Commissioners.

Internal meeting of the Board of Commissioners during 2015 have been implemented 4 (four) times. Meanwhile joint meeting with the Board of Directors have also been implemented 4 (four) times. The Agenda of the Meeting of the Board of Commissioners is to discuss the implementation of Corporate governance, activities by various committees, business opportunities, and project opportunities sought by the Company.

Recapitulation of the Board of Commissioners’ member attendance in the Internal Meeting of the Board of Commissioners as well as in the Joint Meeting with the Board of Directors are as follow:

Work Relationship Between the Board of Commissioners and Board of Directors In performing their tasks and responsibilities, the Board of Commissioners reserve the rights to access Company’s information. The Board of Directors as the body which performs the Company activities is responsible to ensure the Company’s information availability for members of the Board of Commissioners. The Board of Directors is responsible to submit the reports required by the Board of Commissioners.