Board of Commissioners and Independent Commissioner
Board of Commissioners
The Board of Commissioners is responsible for carrying out general and/or specific supervisory duties, in accordance with the Articles of Association. Members of the Board are also entrusted to provide advice to the Board of Directors. Additionally, the Board of Commissioners also oversees the effectiveness of GCG practices in the Company.
Appointment and Dismissal of Board of Commissioners
The GMS determines the appointment and dismissal of the Board of Commissioners. Candidates selected as members of the Board of Commissioners are determined collectively by the Board of Commissioners and shareholders by taking into account the general and specific requirements stipulated in the Articles of Association and regulation of OJK.
Duties and Responsibilities
In carrying out their duties and responsibilities, the Board of Commissioners constantly refers to the following prevailing laws and regulations as well as the Companys Articles of Association:
- Law No. 40 of 2007 on Limited Liability Company.
- Decree of the Chairman of Capital Market Supervisory Board and Financial Institutions (now OJK) No. Kep-179/ BL/2008 dated May 14, 2008, concerning the Regulation No.IX.J.1 on Principals in the Articles of Association of a Company that Conducts Public Offering of Equity-type Securities and Public Companies.
- OJK regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies
- Financial Services Authority Regulation No. 55/ POJK.04/2015 of 2015 concerning the Establishment and Work Guidelines of Audit Committee and Financial Services Authority Regulation No. 56/POJK.04/2015 of 2015 with reference to the Establishment and Work Guidelines of Internal Audit Unit.
- Financial Services Authority Regulation No. 21/ POJK.04/2014 concerning the Implementation of Governance Guidelines in Public Companies and Circular Letter of Financial Services Authority No. 32/ SEOJK.04/2015 with reference to the Governance Guidelines for Public Companies.
- Board of Commissioners Charter
The Company acknowledges that the Board of Commissioners plays an essential role in protecting the shareholders interest. All Commissioners of the Company are independent professionals, with extensive knowledge and expertise in many sectors, as well as having a comprehensive understanding of the Capital Market and Financial Institution Regulations.
The Board of Commissioners role is to supervise the Board of Directors performance and provide advice to the Board of Directors, if necessary. The Board of Commissioners is authorised to access the entire Companys information at any given time.
Criteria for an Independent Commissioner
The Companys Board of Commissioners comprises 9 (nine) members of which 3 (three) members hold the position of Independent Commissioner. This composition meets the provisions of the enforced laws and regulations. The Independent Commissioners of the Company are external parties who are appointed transparently and independently. Criteria for the appointment of the Companys
Independent Commissioners are as follows:
- He/she is not an employee or someone who has the authority and responsibility to plan, lead, control, or supervise the activities of the Issuer or Public Company within the last 6 (six) months, except for the purpose of reappointment as the Independent Commissioner of the Issuer or Public Company for the following period
- He/she does not have any share, directly or indirectly, of the Issuer or Public Company
- He/she is not affiliated with the Issuer or Public Company, other members of Board of Commissioners, Board of Directors, or the majority shareholders of the Issuer or Public Company and
- He/she does not have any business relationship, directly or indirectly, that is relevant to the Issuer or Public Companys business activities.
The positions of Independent Commissioners are held by Mr Sutanto, Mr Sunaria Tadjuddin and Mr Lim Kee Hong. Therefore, the composition of the Companys Board of Commissioners has met the provision of POJK No. 33/POJK.04/2014 that requires the minimum number of Independent Commissioner to be 1/3 (one-third) of the total members of Board of Commissioners.