Board of Commissioners

 

Membership
The Board of Commissioners consists of three members:

1 (one) President Commissioner;
1 (one) Vice President Commissioner; and
1 (one) Independent Commissioner.

Indonesian citizens or foreign citizens who meet requirements stipulated under the prevailing laws and regulations, and qualify the appointment as members of the Board of Commissioners.

Members of the Board of Commissioners are appointed by the General Meeting of Shareholders (GMS) for a period of 3 (three) years as of the date of the appointment, without prejudice to the right of the GMS to dismiss at any time subject to the provisions of the legislation and regulations in force.

GMS may appoint another person to fill the office of the Board of Commissioners were dismissed or to fill a vacancy, with regard to other provisions in the Articles of Association.

A member of the Board of Commissioners is entitled to resign by giving written notification to the Company at least 30 (thirty) days before the date of his resignation. The company required to the GMS to decide on the resignation of members of the Board of Commissioners within the period of 60 (sixty) days after the effective time of receipt of the resignation.

If the resignation is resulting total number of Commissioners to less than 3 (three) members, the resignation is valid if approved by the GMS and the new members of the Board of Commissioners has been lifted, so that the minimum requirements regarding the number of members of the Board of Commissioners meets.

Occupation of the Board of Commissioners shall terminate if:

a. Declared bankrupt or is placed under guardianship by a court decision;
b. No longer meets the requirements under the prevailing laws and regulations;
c. Pass away;
d. Dismissed by the GMS;
e. Resigned with regard to Article 15, paragraph 6 of the Articles of Association of the Company; or
f. The period has been expired.

Duties and Authorities

a. Without limiting the duties and authority of the Board of Directors, the Board of Commissioners is supervising and controlling the activities of the Board of Directors.

b. Board of Commissioners at any time within the Company office hours is entitled to enter the building and yard or other place that used or controlled by the Company and is entitled to inspect all books, letters and other documents, check and match the cash and other as well as eligible for informed of all actions taken by the Board of Directors.

c. In carrying out its duties, the Board of Commissioners are entitled to get an explanation from the Board of Directors or individual members of the Board of Directors about matters requested by the Board of Commissioners.

d. If all the members of the Board of Directors suspended and the company does not have any member of the Board of Directors then temporarily Board of Commissioners.

Board of Commissioners Meeting (based on the Annual Report 2015 data)

Meeting Frequency and Attendance Rate Meeting of the Board of Commissioners is held once every 2 months at the least, and can be held at any time according to the demand from a member of the Board of Commissioners. The quorum of Board of Commissioners’ meeting is achieved if there are more than 50% of the total members of Board of Commissioners attending the meeting.

In 2015, the Board of Commissioners conducted 9 (nine) meetings including the joint meetings with the Board of Directors, as stated in Circular Decision of the Board of Commissioners and Board of Directors. In the meetings, the Board of Commissioners received reports from the Board of Directors on several issues in operations, marketing, finance, and accounting.

Several Circular Resolutions of Board of Commissioners Meetings in 2015:

  • On March 20, 2015, the Meeting of Board of Commissioners decided to appoint members for the Company’s Audit Committee;

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  • On May 13, 2015, the Meetings of Board of Commissioners for the appointment of President Commissioner as the chairman in the Company's Annual General Meeting of Shareholders dated 05th June 2015;

 

  • On December 2, 2015, the Meetings of Board of Commissioners for the establishment and appointment of Audit Committee of the Company for period 2015.