BOARD OF COMMISSIONERS
The Board of Commissioners is an organ tasked with supervising the Board of Directors in determining the Company's management policies and managing the Company. The Board of Commissioners is appointed by the GMS, has duties and is collectively responsible to the GMS.
Duties, Authorities and Responsibilities
Based on Law No. 40 of 2007 concerning Limited Liability Companies and in the Company's Articles of Association, the duties and responsibilities of the Board of Commissioners include:
1. Supervising the management of the Company by the Board of Directors and providing approval and ratification of the Company's annual work plan and budget.
2. Holding regular meetings or gatherings to discuss the Company's operational management.
3. Supervising the Company's management of policies that have been determined by the Board of Directors and providing input if necessary.
4. Nominating and appointing candidates for members of the Board of Commissioners and the Board of Directors to be submitted and approved at the GMS.
5. Determining the amount of remuneration for members of the Board of Directors.
6. Appointing and determining members of the Audit Committee.
Composition of the Board of Commissioners
The composition of the Company's Board of Commissioners as of December 31, 2014 consisted of 6 (six) persons, namely 1 (one) President Commissioner, 2 (one) Commissioner and 3 (three) Independent Commissioners. The composition of the Company's Independent Commissioners has met the requirements of applicable regulations and Good Corporate Governance practices.
The Company's Independent Commissioners meet the following independence requirements:
1. Come from outside the Company
2. Do not have shares either directly or indirectly in the Company
3. Do not have an affiliated relationship with the Company, Commissioners, Directors or major shareholders of the Company
4. Do not have a business relationship either directly or indirectly related to the Company's business activities.
BOARD OF DIRECTORS
The Board of Directors is a company organ that is fully responsible for managing the Company for the interests and objectives of the Company in accordance with the provisions of the Articles of Association. Members of the Board of Directors are appointed by shareholders through a GMS.
Duties and Responsibilities
The Board of Directors is responsible for managing the Company's daily activities in realizing the Company's vision and mission, in accordance with the division of duties and responsibilities determined by the Board of Commissioners and the Company's Articles of Association based on the authority granted by the GMS.
The Board of Directors has collective duties including:
• Formulating the company's vision, mission, values ??or culture, and formulating the Company's strategic plan and annual budget to achieve the Company's vision and mission;
• Establishing an effective organizational structure with clear details of duties and responsibilities;
• Recruiting and managing human resources as well as possible;
• Establishing an effective internal control and risk management system for the Company;
• Managing all resources owned by the Company effectively and efficiently;
• Paying attention to the interests of all stakeholders of the Company.
Composition of the Board of Directors
As decided in the 2014 Annual GMS held on May 21, 2014, the composition of the Board of Directors as of December 31, 2014 consisted of 5 (five) people, namely 1 (one) President Director and 4 (four) Directors, one of whom is an Independent Director.
Division of Duties of the Board of Directors
In order to support the implementation of clear duties, a division of duties has been carried out among the members of the Board of Directors. The division of duties is based on the expertise and experience of each Director with the aim of supporting the decision-making process accurately and quickly. Each Director can make decisions according to their respective fields and responsibilities, but the implementation of the duties of the Board of Directors is a shared responsibility.
CORPORATE SECRETARY
The Company has a Corporate Secretary who functions as a liaison between the Company and authorized parties in the capital market, investors and the public, and ensures that the Company complies with the principles of good corporate governance.
Duties and Responsibilities
1. Follow the development of the Capital Market, especially the regulations applicable in the Capital Market sector;
2. Providing services to the public for any information needed by investors related to the Company's condition;
3. Providing input to the Company's directors to comply with the provisions of Law No. 8 of 1995 concerning the Capital Market and its implementing regulations;
4. As a liaison between the Company and regulators and the public.