The Board of Director
The Board of Directors is the Company’s organ which is responsible toward the Company’s operations; both business operations as well as operations which are founded on sound organizational management and based on the principles of good governance.
In performing the duties, the Board of Directors refers to the guideline stipulated on the Company’s GCG Manual. The guideline of the Board of Directors contains among other the Composition, Appointment and Dismissal, Requirements, Responsibilites, Duties, Authorities, and Meetings.
Composition, Appointment, Dismissal, and Requirements
The principles which serve as the reference in terms of the composition, appointment, and dismissal of the Board of Directors are as follow:
- Total number of the members of the Board of Directors shall be in accordance with the complexity of the Company by keeping effectiveness into consideration in decision making.
- Members of the Board of Directors are appointed and dismissed by the General Meeting of Shareholders through a transparent process. Dismissal of the member of the Board of Directors is carried out through General Meeting of Shareholders based on a fair reason and after giving the respective member the opportunity to defend himself.
- All members of the Board of Director should choose Indonesia as their domicile, in a place where it enables them to accomplish the duties of day-to-day Company management.
As for the requirements which have to be met in the selection/ appointment of the Board of Directors are as follow:
- Have good character and moral.
- Have capability to implement legal acts.
- 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.
- Have never been sentenced for a crime in financial sector within a 5 (five) year period prior to the appointment.
The office term of the Board of Directors shall expire at the end of office term; resignation of the particular member; decease of a particular member; failure to meet the requirements of the prevailing laws; and/or dismissed by the decision of the General Meeting of Shareholders.
Responsibilities, Duties, and Authorities of the Board of Directors
In performing their duties, the Board of Directors is responsible to:
- The Board of Directors shall draft an accountability of Company management in the form of Annual Report which contains among others the Financial Report, Company activity report, and the implementation report of Good Corporate Governance (GCG).
- The Board of Directors shall seek the approval of the General Meeting of Shareholders on the Annual Report and seek the endorsement of the General Meeting of Shareholders over the Financial Report.
- Ensure the availability of the Annual Report prior to the convention of General Meeting of Shareholders in line with the prevailing conditions thus enable the shareholders to perform assessment. The Board of Directors is fully responsible in performing its duties for the interests of the Company to attain the purpose and objectives by complying to the prevailing laws and regulations and the Company’s Articles of Association.
- The Board of Directors is responsible to compile and implement Company’s reliable internal control system in line with preserving the assets and performance of the Company as well as meeting the laws and regulations.
Duties performed by the Board of Directors cover the following matters:
- Draft the vision, mission, and Corporate values as well as drafting both long term and short term programs for further discussion and approval by the Board of Commissioners or General Meeting of Shareholders in line with the conditions in the Articles of Association.
- The Board of Directors is responsible to control the resources owned by the Company in effective and efficient manners by taking into considerations reasonable interests of the shareholders.
- The Board of Directors is responsible to compile and implement the Company’s risk management system which cover the entire aspects of Company’s activities.
- The Board of Directors is responsible to ensure the uninterrupted communication between the Company and the stakeholders by empowering the functions of Corporate Secretary.
- Draft a clear and focused written planning in performing the Corporate social responsibilities.
In the meantime, the authorities of the Board of Directors and the President Director are:
- The President Director reserve the rights and is authorized to undertake and perform actions on the Board of Directors’ behalf as the Company’s representative.
- The Board of Directors is authorized to delegate to the committees established to support its duties or to the Company’s staff to perform certain tasks. However, full responsibility remains with the Board of Directors.
- In the event where the President Director is absence or unable to attend for any reason whatsoever, then two members of the Board of Directors reserve the rights and are authorized to undertake and act on behalf of the Board of Directors as well as represent and invest in other companies. The actions of these members of the Board of Directors shall obtain prior approval in writing from the President Director.
- While the Board of Directors retains its responsibilities, it is authorized to appoint an agent or more to act on the Board of Directors’ behalf. For such intention, a power of attorney must be released, where an authority to the agent is specified in such document.
Office Term and Composition of the Board of Directors
Members of the Board of Directors shall be appointed by the General Meeting of Shareholders, for an office term effective at the conclusion of the General Meeting of Shareholders and its appointment, or an alternative date approved in the General Meeting of Shareholders and shal end at the conclusion of the third AGMS following the appointment date at the General Meeting of Shareholders. All of these measures are taken without undermining the General Meeting of Shareholders’ authority to dismiss each member of the Board of Directors at any time and based on any reason whatsoever.
The Composition of the Company’s Board of Directors as of December 31, 2015 are as follow:
Meeting of the Board of Directors
Meeting of the Board of Directors is implemented at all time when considered necessary by one or more members of the Board of Directors or upon the written request of the Board of Commissioners or upon a written request by 1 (one) shareholder or more which altogether represent 1/10 (one-tenth) shares of the whole voting shares issued by the Company. Meeting of the Board of Directors is led by the President Director. In the absence of the President Director or under the circumstances when the President Director is unable to attend the Meeting of the Board of Directors, in which it is not necessary to prove it to the third party, then the Meeting of the Board of Directors will be led by one of the members of the Board of Directors elected by and of the members of the Board of Directors presence in the Meeting.
Meeting of the Board of Directors are legitimate and reserve the rights to make a binding decisions provided that more than ½ (one-half) of the total number of the Board of Directors are present or are presented within such meeting. Decisions made during Meeting of the Board of Directors shall be based on the deliberation leading to a common agreement. In case such decisions cannot be reached, then decisions will be made through voting mechanism in which more than ½ (one-half) of the legitimate voting rights issued during the Meeting vote for the motion. In the event those who vote for and those who vote against the motion were equal, then leader of the Meeting shall have the discretion to make the final decision.
Each member of the Board of Directors with an indirect interest in a transaction, or proposed contract, in which the Company is one of the party involved, shall disclose the nature of such interest in a Meeting of the Board of Directors. The voting right of such respected member with regard to matters relevant to the transaction or contract shall then be deprived, unless the Meeting of the Board of Directors states otherwise.
Minutes of meeting of the Meeting of the Board of Directors prepared in line with such conditions is the true evident on the decisions taken during the respected Meeting of the Board of Directors, both for the members of the Board of Directors as well as for the third party. It is also possible for the Board of Directors to take legal and binding decisions without having to implemented a Meeting of Board Directors. These legal and binding decisions may be taken provided that all members of the Board of Directors have been notified in writing with respect to such proposals. All members of the Board of Directors should indicate their approvals on the written proposal by signing their agreements.
Throughout 2015, the Board of Directors have implemented a meeting for 5 (five) times, and a joint meeting with the Board of Commissioners for 4 (four) times. Minutes of meeting, attendance, and recapitulation of the members of the Board of Directors’ attendance during the meeting is presented on the table below.
Recapitulation of the Attendance of the Members of the Board of Directors in Internal Meeting of the Board of Directors and Joint Meeting with the Board of Commissioners