Guidelines of Board of Commissioners
In implementing their tasks, the Board of Commissioners have guidelines regulated in the Company GCG Manual. The Guidelines of the Board of Commissioners are:
- Composition, Assignment, and Termination;
- Requirements;
- Responsibility;
- Tasks;
- Authority; and
- Meeting.
Board of Commissioners consists of Affiliated Board of Commissioners and Independent Board of Commissioners. Affiliated is referred to having business relationship or family relationship with the majority shareholders, other members of Board of Directors and Board of Commissioners and also with the Company. While independent referred to those that is not affiliated. In accordance with the laws and regulation applied in capital markets, the Independent Board of Commissioners are members of the Board of Commissioners from outside the Company, does not own shares either directly or indirectly of the Company, not affiliated with the Company, the Board of Commissioners, Board of Directors or Major Shareholder, and do not have relationship either directly or indirectly with the business of the Company.
Numbers of Independent Board of Commissioners at minimum is 30% of the overall composition of the Board of Commissioners.
In conducting their tasks and responsibilities, the Board of Commissioners acts according to applied guidelines and regulations. The Board of Commissioners, in facing and solving problems, always put aside personal interests and avoid conflict of interests.
Members of the Board of Commissioners must fulfill the following requirements:
- Have good character and morals.
- Be able to implement legal acts.
- Responsibility;
- Never been declared bankruptcy nor become members of the Board of Directors and Commissioners who cause a Company declared bankrupt within 5 (five) years before the assignment.
- Never been sentenced for committing financial crime within 5 (five) years before the assignment.
The Board of Commissioners has the responsibility to supervise management policy, help running the management general, either regarding the Company or the Company business, and to provide advice to the Board of Directors.
The tasks of Board of Commissioners:
- To supervise Company management policy implemented by the Board of Directors.
- To provide advice to the Board of Directors in running the Company management.
- To monitor the effectivity of GCG activities, Risk Management supervision and Internal Control implemented by the Company.
The authority of Board of Commissioners in conducting their tasks are as follows:
- Any time within Company working hours, the Board of Commissioners has the rights to enter any buildings or yards or other places utilized or controlled by the Company.
- The Board of Commissioners has the right to examine the accountancy, correspondence, and other evidences.
- The Board of Commissioners has the right to check and compare the Cash on Hands and other matters.
Board of Commissioners Service Period
- Members of the Board of Commissioners assigned and terminated by GMS, the assignment applies since the date determined in GMS where the Board of Commissioners assigned and ends on the closing of the fifth AGMS after the assignment of members of Board of Commissioners, except otherwise specified in GMS and after the length of service ends the members can be assigned again according to GMS decision. If there is replacement of the Board of Commissioners members before the length of service ends, the new member of the Board of Commissioners serves the remaining service period of the member of the Board of Commissioners being replaced.
- The position of the Board of Commissioners members ends when the length of service ends, resigns, is no longer capable in fulfilling the applied constitution requirement, passed away or terminated by GMS decision.
- In the case of idle position of the Board of Commissioners members, the replacement process is conducted in accordance with the terms of articles of association of the Company.
Composition of Board of Commissioners, Principles of Assignment and Length of Service
The Board of Commissioners consists of at least 2 (two) members that consist of the President Commissioner and one the Board of Commissioner or more. Independent Commissioners are minimum 30% of the total composition the of Board of Commissioners, in accordance with the registration terms of the Indonesian Stock Exchange. By the end of 2014, the Board of Commissioners has 3 (three) members, the 2 (two) of them are Independent Commissioners. Therefore, composition of the Company Independent Commissioners are more than 30% and have met Company’s GCG Manual.