Corporate Governance



The Board of Directors is an essential component of the Company that is authorised and has the full responsibility to manage the Company, and act in the Companys interest to help the Company achieves its aims and objectives. The Board of Directors is also able to represent the Company, both inside and outside the court, in accordance with the provision of Articles of Association.

Appointment and Dismissal of Board of Directors

GMS is authorised to appoint or to re-appoint members of the Board of Directors. A member of the Board of Directors is allowed to resign from his/ her position if he/she passes away, resigns, is dismissed and is declared a bankrupt or under amnesty due to the decision of the court, with the approval from the Board of Commissioners and GMS.

Independency of Board of Directors

All management activities of the Company are carried out independently by the Board of Directors without any intervention from other parties or violation of the laws and regulations as well as Articles of Association. The Board of Directors rejects any interventions from external parties that may affect the objectivity and independence of the Board of Directors in carrying out their duties for the sake of the Companys interest.

Board of Directors’ Duties and Responsibities

The Companys Board of Directors is responsible for leading the Company and for formulating Company policies that are aligned with the Companys philosophy and its Articles of Association, as well as in conformance with applicable laws and regulations.
The Board of Directors determines the overall mission, vision and strategy of the Company and monitors its execution which includes:

  • Alignment and coordination of the performance and development of each members area of responsibility
  • Ensuring the Companys processes are coordinated in line with the existing quality manuals and are implemented via Quality Evaluation Committees to achieve and maintain the targeted level of quality throughout the Company.
  • To review and determine the outline of policies in each functional areas, as dictated by the alignment to the mission, vision and strategy of the Company to ensure that Gajah Tunggal remains relevant, sustainable and competitive in our marketplace.
  • Guide the Companys activities and reporting to establish Good Corporate Governance practices, which is in line with the Companys Mission

The Board of Directors main responsibility is to lead the Company towards meeting its objectives, while safeguarding and utilising its assets and resources professionally and responsibly. The Board of Directors is required to conduct meetings regularly but may also hold unscheduled meetings as needed.

Duties and Responsibilities of Each Director

Based on the Board of Directors Manual, duties and responsibilities of each Director of the Company are as follows:

President Director is responsible for the overall Companys performance to stakeholders. In addition, the President Director function includes providing leadership direction, promoting Good Corporate Governance, as well as developing and implementing activities that will achieve the Companys mission, vision and strategy, in collaboration with other members of the Board of Directors.

Deputy President Director is responsible in implementing the overall policy of operations, planning, developing performance and capabilities in the financial area, human resources, manufacturing, sales & marketing and supply chain management & procurement.

Executive Director/Chief Operating Officer is responsible in planning, implementing, overseeing all operational production, engineering, Research & development and Quality assurance.

Executive Director/Chief Personnel & Admin Officer is responsible in implementing HR policies, personnel administration, employee training and development, handling HSE (Health Safety Environment), in addition to handling General Affairs and having the responsibility to handle with matters relating to public communication.

Senior Director Finance & Accounting is responsible for establishing the financial policy and strategy of the Company and providing advice and supervision to the Finance Director on the routine planning as well as performance and capability development of the departments of Accounting, Finance, Management Information System (MIS), Financial Planning, Analysis and Costing, Legal & Licensing and Taxation.

Finance Director is responsible for routine planning as well as performance and capability development of the tax, accounting, finance, MIS, and FPAC departments. Other responsibilities include assisting the Senior Director Finance and Accounting in strategic decision making that involves major operational or financial investments as well as defining policies that have a financial impact on the Company.

Corporate Communication and Investor Relations Director is responsible for providing the general public and investors with sufficient information regarding the Company as required by the norm for public companies. Other responsibilities include managing the Companys public relations activities, developing and overseeing the Companys Corporate Social Responsibility (CSR) programmes and Corporate Secretarial activities as well as ensuring the Companys compliance with the prevailing rules and regulations.

Engineering Director is responsible to ensure that all Engineering aspects are available and functioning optimal to support the productivity of the plant and the Company as a whole.
Sales and Marketing Director is responsible for formulating strategies on pricing, product, distribution and promotion, and ensuring the effective implementation of formulated policies and strategies.

Human Resources & General Affairs Director is responsible to develop, create and monitor HR policies, personnel administration, employee training and development, handling HSE (Health Safety Environment), and also handles General Affairs.

Non Tire Business Director Is responsible for formulating and executing an effective overall strategy to accomplish the optimal level of performance of non-tire businesses (Tire Cord & Synthetic Rubber) and is accountable for the achievement of the business objectives of the non-tire divisions that are aligned with the overall Company objectives.

Audit Committee Charter – 2016

The Charter of Internal Audit