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.
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:
As for the requirements which have to be met in the selection/ appointment of the Board of Directors are as follow:
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:
Duties performed by the Board of Directors cover the following matters:
In the meantime, the authorities of the Board of Directors and the President Director are:
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