The Board of Commissioners is responsible for supervising the management of the Company and advising the Board of Directors. This includes the duty to ensure that the strategies, policies and actions executed by the Board of Directors are in line with the provisions of the Company’s Articles of Association, its Code of Ethics and the prevailing laws and regulations. In addition, the Board of Commissioners is responsible for monitoring the implementation of good corporate governance throughout the Company.
Currently, the composition of the Board of Commissioners is as follows :
DUTIES AND RESPONSIBILITIES OF THE BOARD OF COMMISSIONERS
The duties of the Board of Commissioners, as stated in the Board of Commissioners’ Charter, are as follows:
To carry out the supervision and to be responsible for the supervision of the management of the Company or the business of the Company and to provide advice to the Board of Directors.
To approve the annual working plan of the Company at the latest before the commencement of a new financial year.
To carry out duties specifically designated to it pursuant to the Articles of Association, the prevailing laws and regulations and/or the resolutions of the GMS.
To carry out duties, powers and responsibilities in accordance with the Articles of Association of the Company and the resolutions of the GMS.
To examine and review the annual report prepared by the Board of Directors and to sign such annual report.
To obey the Articles of Association and the laws and regulations as well as to implement principles of professionalism, efficiency, transparency, independency, accountability and appropriateness.
With regard to those duties, the Board of Commissioners has the following obligations:
To supervise the implementation of the annual working plan of the Company.
To keep updated with the activities of the Company and in the event the Company shows indications of major impediments, to immediately report to the GMS together with advice on rectification.
To provide opinions and advice to the GMS regarding any matter deemed pivotal for the management of the Company.
To carry out other supervision duties as determined by the GMS.
To provide inputs on the regular reports of the Board of Directors and to provide inputs at any time relating to the development of the Company.
The Criteria of Selecting Members of the Board of Commisioners
The criteria for selecting Company’s members of the Board of Commissioners below are aligned with the provisions of OJK Regulation No.33/POJK.04/2014.
Those who can be appointed as members of the Board of Commissioners are individuals who meet the requirements at the time of appointment and during the response:
Have good character, morals and integrity;
Capable of carrying out legal actions;
During the past five years prior to his/her appointment and during his/her term:
Never been declared bankrupt;
Has never been a member of the Board of Commissioners responsible on behalf of a company declared bankrupt;
Never failed because of committing a crime that caused losses to the state and / or related to the financial sector; and
Has never been a member of the Board of Commissioners of a company who during his/ her term:
Does not held an Annual General Meeting of Shareholders (“GMS”);
Their responsibilities as members of the Board of Commissioners have never been accepted by the GMS or have not provided accountability as members of the Board of Commissioners to the GMS; and
Has caused a company that obtained a license, approval or registration from the Financial Services Authority to fail to fulfill its obligation to submit an annual report and/or financial report to the Financial Services Authority.
Have a commitment to comply with the prevailing laws and regulations;
Have knowledge and/or expertise in the fields required by the Company; and
Fulfilling other requirements based on the prevailing laws and regulations.
The Criteria of Independent Commisioner
All Independent Commissioners in the Company are selected based on criteria set forth in OJK Regulation No.33/POJK.04/2014 and the Board of Commissioners Charter.
The Independent Commissioner must meet the following requirements:
Has not worked for or had any authority or responsibility for planning, leading, controlling or supervising the activities of the Company within the 6 months prior to his/her appointment, except in the case of independent commissioners who are being reappointed;
Does not hold any shares in the Company;
Does not have any affiliation with the Company or its majority shareholders or any of the members of the Boards of Commissioners or Directors; and
Does not have any business relationship, either directly or indirectly, that is related to the Company’s business activities.
Appointment, Dismissal and Term of Office of the Board of Commissioners
According to the Articles of Association, the Board of Commissioners must have at least two members, one of whom to be appointed as the President Commissioner. Commissioners are appointed by the general meeting of shareholders at the recommendation of the Company’s Nomination and Remuneration Committee. A Commissioner’s term runs until the fifth AGMS following his or her appointment. However, the general meeting of shareholders reserves the right to dismiss a Commissioner during his or her term of office or to re-appoint a Commissioner whose term of office has expired.
The members of the Board of Commissioners have all met the qualification requirements as stipulated by applicable laws and regulations, specifically with regard to the capital market regulations, and they have a comprehensive understanding of the Company’s business activities so that they can make decisions independently as part of their duty to supervise the Company’s management.
The independence of the Board of Commissioners is essential to its efficacy as a mechanism of checks and balances. In compliance with the capital market regulations, consistently, minimum 30% of the members are independent. There are currently three independent commissioners, representing 37.5% of the board. The independent commissioners fulfill the qualification requirements set out in all existing laws and regulations.
Board of Commissioners Charter